TO THE MEMBERS
To,
The Members
Madhuban Constructions Limited
Your Directors have great pleasure in presenting the Annual Report together with the
Audited Accounts of the Company for the year ended at 31st March, 2021.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2020-21 and 2019-20 is given
below:
|
(Amount In Rupees ) |
|
For Financial Year Ended |
| Particulars |
31st March, 2021 |
31st March, 2020 |
| Total Income |
58,71,037.00 |
36,92,710.00 |
| Total Expenditure |
57,46,460.00 |
35,32,363.00 |
| Profit before Tax |
1,24,576.00 |
160,347.00 |
| Less: Tax Expense |
35,026.00 |
44,081.00 |
| Profit / (Loss) After Tax |
89,550.00 |
116,266.00 |
FINANCIAL PERFORMANCE
During the year under review, Your Company has recorded a total income of Rs.
58,71,037.00/- against Rs. 36,92,710.00/- in the previous year. Profit after taxation for
the financial year ended on 31st March, 2021 is Rs. 89,550.00/- as compared to
Rs. 116,266.00/- in the previous year.
RESERVES & SURPLUS
The Reserve and Surplus is Rs. 22,12,393.00/- as on the end of the Current financial
year and the Profit of the Current year Rs. 89,550.00/- has been transferred to Reserve
and Surplus.
DIVIDEND
To Plough back the profits into the business, the Board of Directors has not declared
any dividend during the year.
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory/regulatory compliances. The Company has a strong
monitoring and reporting process resulting in financial discipline and accountability.
RISK MANAGEMENT POLICY
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion.
Therefore, in accordance with Companies Act, 2013, the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a proactive approach in reporting, evaluating and resolving risks
associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Sr. No. |
Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2020-21 (Rs. In Lakhs) |
% increase in Remuneration in FY 2020-21** |
| 1 |
Mr. Krishan Kumar Bharti, Whole Time Director |
Nil |
Nil |
The number of permanent employees as on 31st March 2021 was 1.
Average of remuneration of employees excluding KMPs - Nil
**No employees remuneration for the year 2020-21 exceeded the remuneration of any of
the Directors. Companys performance has been provided in the Directors Report which
forms part of the Board Report.
The key parameter for the variable component of key Managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2021 -NOT APPLICABLE
RE-APPOINTMENT OF DIRECTORS
In accordance with Section 152 of the Companies Act, 2013 read with the Articles of
Association of the Company, Ms. Geeta Bharti, Non-Executive and Non Independent Director
of the Company, retire by rotation and are being eligible offer herself for re-appointment
at the ensuing Annual General Meeting.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2021, provision of
section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
CHANGE THE REGISTERED OFFICE OF THE COMPANY
During the year under review, the company has not changed its registered office.
POSTAL BALLOT
During the year under review, No Postal Ballot has been conducted.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2020-21 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Companys policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
STATUTORY AUDITORS
The Board of Directors of the company has appointed M/s. K A S G & Associates,
Chartered Account (Firm Registration No. 023713C) as Statutory Auditors of the Company to
hold office from the conclusion of this Annual General Meeting till conclusion of 17TH
Annual General Meeting and to authorize the Board to fix their remuneration. In this
regard the Company has received a Certificate from the Auditors to the effect that if they
are appointed it would be in accordance with the provision of section 141 of the Companies
Act, 2013. The Report given by the Statutory Auditors for the Financial Statements for the
year ended March 31, 2021 read with explanatory notes thereon do not call for any
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
AUDITORS REPORT
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134(3)
of the Companies Act, 2013.
MAINTENANCE OF COST RECORD:
Maintenance of Cost record as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013 is not applicable on the Company.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract
of the Annual Return for the financial year ended 31st March, 2021 made under
the provisions of Section 92 (3) of the Companies Act, 2013 in Form MGT -9 is annexed
herewith as Annexure-I.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
Declaration by an Independent Director(s) and re- appointment, if any.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
DIRECTORS & COMMITTEES:
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
b) Formal Annual Evaluation
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year 05 (Five) Board Meetings were convened and held. The details of which
are given below. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
| S. No. |
Date of meeting |
otal No. of Directors on the Date of Meeting |
No. of Directors attended |
| 1. |
25.06.2020 |
3 |
3 |
| 2. |
29.07.2020 |
3 |
3 |
| 3. |
27.08.2020 |
3 |
3 |
| 4. |
07.11.2020 |
3 |
3 |
| 5. |
17.02.2021 |
3 |
3 |
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2020-21
There is no Extraordinary General Meeting Convened during the Financial Year 2020-21.
POSTAL BALLOT
During the year under review, No Postal Ballot has been conducted to obtain the
approval of Shareholders.
AUDIT COMMITTEE
The Board has well-qualified Audit Committee with majority of Independent Directors
including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation,
Internal Controls etc.
The Audit Committee also advises the Management on the areas where internal control
system can be improved. The Terms of reference of the Audit Committee are in accordance
with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 as
follows:
• Oversight of the Issuers financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
• Recommending to the Board, the appointment, re-appointment and, if required,
there placement or removal of the statutory auditor and the fixation of audit fees.
• Approval of payment to Statutory Auditors for any other services rendered by the
statutory auditors.
• Reviewing, with the management, the annual financial statements before
submission to the board for approval, with particular reference to:
(i) Matters required to be included in the Directors Responsibility Statement to be
included in the Boards report in terms of clause (2AA) of Section 217 of the Companies
Act, 1956;
(ii) Any changes in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on exercise of judgment by
management;
(iv) Significant adjustments made in the financial statements arising out of audit
findings;
(v) Compliance with listing and other legal requirements relating to financial
statements;
(vi) Disclosure to any related party transactions;
(vii) Qualifications in the draft audit report.
• Reviewing with the management the half yearly financial statements before
submission to the Board for approval.
• Reviewing with the management, performance of statutory and internal auditors,
adequacy of internal
control systems;
• Reviewing the adequacy of internal audit function, including the structure of
the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit.
• Discussion with internal auditors any significant findings and follow up
thereon;
• Reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matters to the Board;
• Discussion with Statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
• Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
| Name of Member |
Designation |
Category |
| Mr. Krishan Kant Bharti |
Member |
Non Executive Independent Director |
| Ms. Geeta Bharti |
Member |
Non Executive Non Independent Director |
| Mr. Sanjay Mahil |
Chairman |
Non Executive Independent Director |
During the financial year 2020-21, Four (4) meeting of Audit Committee was held i.e.
25.06.2020, 29.07.2020, 07.11.2020 and 17.02.2021.
STAKEHOLDER RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholder Relationship Committee to redress the
complaints of the shareholders. The committee currently comprises of three Directors. Mr.
Sanjay Mahli is the Chairman of the committee.
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
| Name of Member |
Designation |
Category |
| Mr. Krishan Kant Bharti |
Member |
Non Executive Independent Director |
| Ms. Geeta Bharti |
Member |
Non Executive Non Independent Director |
| Mr. Sanjay Mahil |
Chairman |
Non Executive Independent Director |
During the financial year 2020-21, Four (4) meeting of Audit Committee was held i.e.
25.06.2020, 29.07.2020, 07.11.2020 and 17.02.2021.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of our Board look into:
• The redressed of investors complaints viz. non-receipt of annual report,
dividend payments etc.
• Matters related to share transfer, issue of duplicate share certificate,
dematerializations.
• Also delegates powers to the executives of our Company to process transfers etc.
• The status on various complaints received / replied is reported to the Board of
Directors as an Agenda item.
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee are given
below:
| Name of Member |
Designation |
Category |
| Mr. Krishan Kant Bharti |
Member |
Non Executive Independent Director |
| Ms. Geeta Bharti |
Member |
Non Executive Non Independent Director |
| Mr. Sanjay Mahil |
Chairman |
Non Executive Independent Director |
During the financial year 2020-21, Four (4) meeting of Audit Committee was held i.e.
25.06.2020, 29.07.2020, 07.11.2020 and 17.02.2021.
TERMS OF REFERENCE
The terms of reference of Committee includes the following:
• The committee recommends to the board the compensation terms of the executive
directors.
• The committee to carry out evolution of every directors performance and
recommend to the board his/her appointment and removal based on the performance.
• The committee to identify persons who may be appointed in senior
management/Director in accordance with the criteria laid down.
Framing and implementing on behalf of the Board and on behalf of the shareholders, a
credible and transparent policy on remuneration of executive directors including ESOP,
Pension Rights and any compensation payment.
• Considering approving and recommending to the Board the changes in designation
and increase in salary of the executive directors.
• Ensuring the remuneration policy is good enough to attract, retain and motivate
directors.
• Bringing about objectivity in deeming the remuneration package while striking a
balance between the interest of the Company and the shareholders."
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The information regarding Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 has been annexed as the Notes to the
accounts attached to this Annual report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual,
temporary and trainee) are covered under this Policy.
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules
made thereunder. There was no complaint on sexual harassment during the year under review.
Further the company has complied with the provisions of relating to constitution of
Internal Complaints Committee under the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redresssal) Act, 2013.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, your
Company has constituted Internal Committees (IC). While maintaining the highest governance
norms, the Company has appointed external independent persons who worked in this area and
have the requisite experience in handling such matters, as Chairpersons of each of the
Committees. To build awareness in this area, the Company has been conducting induction /
refresher programmes in the organization on a continuous basis.
Affirmative action and prevention from sexual harassment Your Company believes in
providing Equal Opportunity / Affirmative Action. It has a Policy on Affirmative Action
and a Policy on Prevention of Sexual Harassment to ensure a harassment-free workspace for
the employees. Sexual harassment cases are dealt with as per the Company Policy on
Prevention of Sexual Harassment and applicable laws. Communication is sent to all
employees on a regular basis on various aspects of prevention of sexual harassment at work
through e- articles and other means of communication. During the year 2020-21, Zero
complaints with allegation of sexual harassment were filed with the
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board has on the recommendation of ^^the Nomination & Remuneration Committee framed a
Policy for Selection and appointment of Directors, Senior management and their
Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Sumit Bajaj, Proprietor of Sumit Bajaj & Associates, Company
Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor
Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure
- II.
Explanation to the observations as notice in the Secretarial Audit Report: The Company
is searching the best person for the post of Company Secretary and Chief Financial
Officer. The Company will strive to complete the e- filing with Registrar of Companies,
NCT of Delhi & Haryana and Stock Exchange within due time in future.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and companys operations in future.
PERSONNEL
The Management-Employees relations remained very cordial throughout the year. Your
Directors wish to place on record their appreciation of sincere and devoted services
rendered by all the workers and staff at all levels.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that -
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors, in the case of a listed company, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous co-operation and assistance.
|
For and on behalf of board of |
|
Madhuban Constructions Limited |
| Dated: 03/09/2021 |
|
|
| Place: New Delhi |
Sd/- |
Sd/- |
|
Krishna Kant Bharti |
Geeta Bharti |
|
Whole Time Director |
Director |
|
DIN No: 03466142 |
DIN No.: 06797301 |
+91-9892691696
