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Directors Report of Madhav Marbles & Granites Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the statement of Audited Financial Statements for the financial year ended March 31, 2015.

Financial Results (Rupees in Million) Year ended Year ended Details 31.03.2015 31.03.2014

Net sales and other income 933.89 774.34

Profit before Finance Costs and Depreciation 142.07 136.82

Finance Costs 0.09 0.008

Depreciation & Amortization 32.30 54.64

Profit before Exceptional Items and Tax 109.68 82.18

Exceptional Items - -

Profit before tax 109.68 82.18

Provision for taxation:

Current Tax 22.37 32.19

Deferred Tax 8.77 (10.37)

Profit after tax 78.54 60.36

Surplus brought forward from previous year 545.98 501.32

Total 624.52 561.68

Proposed Dividend (15%) 13.42 13.42

Tax on proposed dividend 2.73 2.28

Transfer to general reserve 350.00 -

Surplus in Profit & Loss Account 258.37 545.98

Performance Review

We reported total revenue of Rs. 933.89 million during the year under review, an increase of almost 20.60% as compared to total revenue of Rs. 774.34 million in the financial year 2013-14. The increase is driven by 21.64% growth in Turnover over last year.

Profit before Tax stood at Rs. 109.68 million, higher by 33.46% as compared to profit of Rs. 82.18 million in the previous year. Change in method of providing depreciation pursuant to requirement of Schedule II to the Companies Act, 2013 resulting in lower depreciation expense had a positive impact on PBT in this financial year.

Dividend

The Company has been paying dividend consistently since financial year 2001-2002 and this year also your Board of Directors have pleasure in recommending a dividend of Re. 1.50 per share on 8947000 Equity Shares of Rs.10 each for the year ended March 31, 2015.

The dividend, if approved by the shareholders, would involve total outflow of Rs.16.15 million including dividend tax of Rs.2.73 million. Dividend will be paid to those shareholders whose name appear in the register of members of the Company on August 14, 2015 and to the beneficial holders as on August 07, 2015.

Directors Responsibility Statement

Your Director state that:

a) in preparation of the annual accounts for the financial year ended March 31,2015, applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed and that there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them 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 at March 31, 2015 and of the Profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts of the Company on a "going concern" basis;

e) proper internal financial controls laid down by Directors were followed and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in lace and that such systems were adequate and operating effectively.

Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

Corporate Governance

In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance

along with a certificate from the Auditors on its compliance, forms an integral part of this Report.

Public Deposits

During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Directors

- The Independent Directors of the Company have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

- Appointment of Mr. Ravi Kumar Krishnamurthi (DIN: 00464622) as Independent Director is proposed to be made at the forthcoming Annual General Meeting for a consecutive term of five years up to March 31, 2020

- Ms. Swati Yadav (DIN: 06572438) was appointed as an Additional Director(Independent) with effect from March 01, 2015 on the Board of the Company. Members' approval is being sought for confirmation of appointment of Ms. Yadav as an Independent Director for a term upto five consecutive years i.e from March 01,2015 to February 28, 2020, on non-rotational basis.

- The Board of Directors at their meeting held on May 23, 2015 had approved the re-appointment of Mr. Ashok Doshi (DIN:00648998) as Managing Director & Chief Executive Officer for a period of three years w.e.f May 01, 2015 subject to the approval of the members and Central Government (Pursuant to the requirement of part I of Schedule V to the Companies Act, 2013).

Statutory Auditors

M/s. Nyati and Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Nyati and Associates, Chartered Accountants, as the Auditors of your Company for the financial year 2015- 16 till the conclusion of the next AGM. The Auditors' Report for the financial year 2014-15, does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Ronak Jhuthawat, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure [IV]" to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure [iii]" to this Report.

Particulars of employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee was drawing remuneration in excess of the limits set out in the said rules.

Contracts or Arrangement with Related Parties

All related Party transactions that were entered during the year were in ordinary course of business and at Arm's length pricing basis. There were no materially significant Related Party Transactions entered into with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

Suitable disclosures as required under AS-18 has been made in Notes to the Accounts.

Corporate Social Responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and a Report on CSR Activities forms part of this Report as "[Annexure ii]." to this Report

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. The functioning of Vigil mechanism is reviewed by the Audit committee from time to time. No Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The details of the Whistle Blower Policy are explained in the Report on Corporate Governance and also available on the website of the Company www.madhavmarbles.com.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Acknowledgement

Your Directors express their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of employees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

By order of the Board For madhav marbles and granites Ltd.

Ashok Doshi Sudhir Doshi managing Director Whole time Director

Udaipur, June 13, 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the statement of Audited Financial Statements for the year ended March 31, 2014.

Financial Results

(Rupees in Million)

Year ended Year ended Details 31.03.2014 31.03.2013

Net sales and other income 774.34 653.31

Profit before Finance Costs 136.82 99.58 and Depreciation

Finance Costs 0.008 0.94

Depreciation 54.64 48.26

Profit before Exceptional Items and Tax 82.18 50.39

Exceptional Items - -

Profit before tax 82.18 50.39

Provision for taxation:

Current Tax 32.19 22.38

Deferred Tax (10.37) (3.29)

Profit after tax 60.36 31.30

Surplus brought forward from 501.32 495.48 previous year

Total 561.68 526.78

Proposed Dividend (15%) 13.42 8.95

Tax on proposed dividend 2.28 1.52

Transfer to general reserve - 15.00

Surplus in Profit & Loss Account 545.98 501.31

Performance Review

We reported total revenue of Rs. 774.34 million during the year under review, an increase of 18.53% as compared to total revenue of Rs. 653.31 million in financial year 2012-13. The increase was driven by 16.87% growth in Revenue from operations and partly supported by gain from exchange rate fluctuations. Profit before tax stood at Rs. 82.18 million, higher by 63.09% as compared to profit of Rs. 50.39 million in the previous year.

Dividend

The Company has been paying dividend consistently since financial year 2001-2002 and this year also your Board of Directors have pleasure in recommending a dividend of Re. 1.50 per share on 8947000 Equity Shares of Rs.10 each for the year ended March 31, 2014.

The dividend, if approved by the shareholders, would involve total outflow of Rs. 15.70 million including dividend tax of Rs. 2.28 million. Dividend will be paid to those shareholders whose name appear in the register of members of the Company on August 09, 2014 and to the beneficial holders as on August 02, 2014.

Finance

The Company has become Debt free and has not availed any Term loan during the year under review, Directors Responsibility Statement The Directors hereby confirm that:

a) in preparation of the Annual accounts for the financial year 2013-14, applicable accounting standards have been followed and that there are no material departures;

b) they have 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 as at the end of the financial year and of the Profit of the Company for that period;

c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual accounts of the Company on a "going concern" basis.

Management Discussion and Analysis Report

The annexed Management Discussion and Analysis forms part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

Corporate Governance

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance of conditions stipulated under clause 49 of the Listing agreement are made part of this Annual Report.

Fixed Deposits

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Directors

Appointment of Mr. Prakash Kumar Verdia and Mr. Roshan Lal Nagar as Independent Directors pursuant to Sections 149 and 152 of the Companies Act, 2013 is proposed to be made at the forthcoming Annual General Meeting for a consecutive term of five years.

Auditors

M/s Nyati & Associates, Chartered Accountants, Statutory Auditors of the Company hold office up to the forth coming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2014-15.

Auditors'' Report

As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts and elsewhere in the Annual Report, as such Directors have no further comments to offer.

Particulars of Employees

During the year no employee was getting remuneration beyond the limit fixed for which the particulars are required pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Company continues to maintain good cordial relations with its employees.

Acknowledgement

Your Directors express their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of its employees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

By order of the Board For madhav marbles and granites Ltd. Ravi Kumar Krishnamurthi Udaipur, May 24, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the statement of Audited Financial Statements for the year ended March 31, 2013.

Financial Results

(Rupees in Million)

Details Year ended Year ended 31.03.2013 31.03.2012

Net sales and other income 653.31 635.29

Profit before Finance Costs & Depreciation 99.58 75.76

Finance Costs 0.94 7.74

Depreciation 48.25 42.08

Profit before Exceptional Items and Tax 50.39 25.94

Exceptional Items 0.00 30.60

Profit before tax 50.39 56.54

Provision for taxation:

Current Tax 22.38 5.22

Deferred Tax (3.29) 5.22

Profit after tax 31.30 46.10

Surplus brought forward from previous year 495.48 469.78

Total 526.78 515.88

Proposed Dividend (10%) 8.95 8.95

Tax on proposed dividend 1.52 1.45

Transfer to general reserve 15.00 10.00

Surplus in Profit & Loss Account 501.31 495.48

Performance Review

We reported revenue from Net sales of Rs. 634.06 million, an increase of marginal 1.05% compared to Net sales for the year 2011-2012. Earning before Exceptional Items and Tax stood at Rs.50.39 million, a substantial increase of two times over last years earning of Rs.25.94 million. This was primarily on account of reduction in Finance costs coupled with increase in Other income.

Dividend

The Company has been paying dividend consistently since financial year 2001-02 and this year also your Board of Directors have pleasure in recommending a dividend of Re. 1 per share on 8947000 Equity Shares of Rs.10 each for the year ended March 31, 2013.

The dividend, if approved by the shareholders, would involve an total outflow of Rs. 10.47 million including dividend tax of Rs.1.52 million. Dividend will be paid to those shareholders whose name appear in the register of members of the Company on August 17, 2013 and to the beneficial holders as on August 12, 2013.

Directors Responsibility Statement

The Directors hereby confirm that:

a) in preparation of the Annual accounts for the financial year 2012-13, applicable accounting standards have been followed and that there are no material departures;

b) they have 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 as at the end of the financial year and of the Profit of the Company for that period;

c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual accounts of the Company on a "going concern" basis.

Management Discussion and Analysis Report

The annexed Management Discussion and Analysis forms part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

Corporate Governance

A report on Corporate Governance along with a Certificate from the auditors of the Company regarding the compliance of conditions stipulated under clause 49 of the Listing agreement is annexed hereto.

Fixed Deposits

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Directors

Mr. Ravi Kumar Krishnamurthi, directors retires by rotation and being eligible offers himself for re-appointment. Brief resume of directors seeking re-appointment is annexed with Notice calling this Annual General Meeting.

Mr. C.D. Gopinath and Mr. Jagdish Dashora, directors of the Company had resigned from directorship in the month of January 2013. Board of Directors places on record sincere appreciation for the efficient services, matured guidance, direction and advice received during their tenure as Directors of the Company.

Auditors

The Auditors, M/s Nyati & Associates, Chartered Accountants, Udaipur, retire in accordance with the provisions of the Companies Act, 1956, at the ensuing Annual General meeting and being eligible offer themselves for re-appointment.

Auditors'' Report

As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts and elsewhere in the Annual Report, as such Directors have no further comments to offer.

Other Mandatory Requirements

Pursuant to the requirements of the Listing agreement with the Stock Exchanges and the Accounting Standards in terms of Section 211 (3A) of the Companies Act, 1956 details of Segment-wise revenue, results and capital employed (AS-17), Related Party Transactions (AS-18), Deferred Taxation (AS-22) and Impairment of Assets (AS- 28) have been incorporated in and / or annexed with these Accounts.

Particulars of Employees

During the year no employee was getting remuneration beyond the limit fixed for which the particulars are required pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Company continues to maintain good cordial relations with its employees.

Acknowledgement

Your Directors express their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of its employees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

By order of the Board

For Madhav Marbles and Granites Ltd.

Ashok Doshi Sudhir Doshi

Udaipur, May 30, 2013 Managing Director

Whole Time Director


Mar 31, 2012

The Directors have great pleasure in presenting the Twenty Third Annual Report together with the statement of Audited Accounts for the year ended March 31, 2012.

Financial Results

(Rupees in Million)

Details Year ended Year ended

31.03.2012 31.03.2011

Net sales and other income 635.29 659.26

Profit before Finance Costs & Depreciation 75.76 61.52

Finance Costs 7.74 10.98

Depreciation 42.08 45.35

Profit before Exceptional Items and Tax 25.94 5.19

Exceptional Items 30.60 0.00

Profit before tax 56.54 5.19

Provision for taxation:

Current Tax 5.22 0.91

Deferred Tax 5.22 (6.14)

Profit after tax 46.10 10.42

Surplus brought forward from previous year 469.78 469.80

Total 515.88 480.22

Proposed Dividend (10%) 8.95 8.95

Tax on proposed dividend 1.45 1.49

Transfer to general reserve 10.00 0.00

Surplus in Profit & Loss Account 495.48 469.78

Performance Review

Net sales for the year 2011-2012 decreased marginally by around 3.74 % to Rs.627.50 million from Rs.651.88 million in the previous year. Profit before Exceptional Items and Tax stood at Rs.25.94 million as against Rs.5.19 in 10-11, thus substantial increase of four times over last year. Net Profit after Tax of Rs.46.10 million includes exceptional Items amounting to Rs.30.60 million.

Dividend

The Board of Directors have pleasure in recommending a dividend of Re. 1 per share on 8947000 Equity Shares of Rs.10 each for the year ended March 31, 2012.The dividend, if approved by the shareholders, would involve an total outflow of Rs. 10.40 million including dividend tax of Rs.1.45 million. Dividend will be paid to those shareholders whose name appear in the register of members of the Company on September 22, 2012 and to the beneficial holders as on September 16, 2012.

The Company has been paying dividend consistently since financial year 1998-99 except year 2000-01(the year in which Unit II, Granite Slab Unit was started at Salem, Tamilnadu)

Finance

The Company has not availed any additional Loan during the year under review,

Directors Responsibility Statement

The Directors hereby confirm that:

a) in preparation of the Annual accounts for the financial year 2011-12, applicable accounting standards have been followed and that there are no material departures;

b) they have 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 as at the end of the financial year and of the Profit of the Company for that period;

c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual accounts of the Company on a "going concern" basis.

Management Discussion and Analysis Report

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

Corporate Governance

A report on Corporate Governance along with a Certificate from the auditors of the Company regarding the compliance of conditions stipulated under clause 49 of the Listing agreement is annexed hereto.

Fixed Deposits

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Directors

Mr. C.D. Gopinath and Mr. Jagdish Dashora, directors retires by rotation and being eligible offers themselves for re-appointment.

Brief resume of directors seeking re-appointment is annexed with Notice calling this Annual General Meeting.

Auditors

The Auditors, M/s Nyati & Associates, Chartered Accountants, Udaipur, retire in accordance with the provisions of the Companies Act, 1956, at the ensuing Annual General meeting and being eligible offer themselves for re-appointment.

Auditors' Report

As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts and elsewhere in the Annual Report, as such Directors have no further comments to offer.

Other Mandatory Requirements

Pursuant to the requirements of the Listing agreement with the Stock Exchanges and the Accounting Standards in terms of Section 211 (3A) of the Companies Act, 1956 details of Segment-wise revenue, results and capital employed (AS-17), Related Party Transactions (AS-18), Deferred Taxation (AS-22) and Impairment of Assets (AS- 28) have been incorporated in and / or annexed with these Accounts.

Energy, Technology and Foreign Exchange

As per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are given in Annexure-I forming part of this report.

Particulars of Employees

During the year no employee was getting remuneration beyond the limit fixed for which the particulars are required pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Company continues to maintain good cordial relations with its employees.

Acknowledgement

Your Directors express their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of its employees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

By order of the Board For Madhav Marbles and Granites Ltd.



C.D. Gopinath

Udaipur, August 11, 2012 Chairman


Mar 31, 2010

The Directors have great pleasure in presenting the Twenty First Annual Report and the Audited Accounts for the year ended March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rupees in Millions)

Year ended Year ended

Details 31.03.2010 31.03.2009

Net sales and other income 645.78 592.76

Profit before interest 94.13 91.53

and depreciation

Interest 13.56 28.72

Depreciation 46.19 47.87

Profit before tax 34.38 14.94

Provision for taxation

Current tax 5.84 1.69

Deferred tax (5.10) (3.37)

Fringe Benefit Tax 0.00 0.33

Profit after tax 33.64 16.29

Add / (Less) Provision no longer required 0.00 0.00

Prior period adjustment (1.41) (0.17)

Surplus brought forward 463.00 457.35

from previous year

Total 495.23 473.47

Proposed dividend (10%) 8.95 8.95

Tax on proposed dividend 1.49 1.52

Transfer to general reserve 15.00 0.00

Surplus in Profit & Loss 469.80 463.00

Account



Performance Review



The performance of the company in the year 2009- 2010 has significantly improved as compared to the previous year. The net sales increased by 9.35 % to Rs.636.02 million from Rs.581.65 million in the previous year. The company posted a net profit after tax of Rs.33.64 million as against Rs.16.29 million in the previous year registering an increase of 106.51%.

Dividend

The Board of Directors have pleasure in recommending a dividend of Re. 1 per share on 8947000 Equity Shares of Rs. 10 each for the year ended March 31, 2010.The dividend, if approved by the shareholders, would involve an total outflow of Rs.10.44 million including dividend tax of Rs.1.49 million. Dividend will be paid to those shareholders whose name appear in the register of members of the Company as on September 25, 2010 and to the beneficial holders as on September 18, 2010.

The Company has been paying dividend consistently since financial year 1998-99 except year 2000-01(the year in which Unit II , Granite Slab Unit was established at Salem, Tamilnadu)

Finance

During the year under review, the company has not availed any Corporate loan from Banks and Financial Institutions.

Directors Responsibility Statement

The Directors hereby confirm that:

a) in the preparation of the Annual Accounts for the FY 2009-10, applicable Accounting Standards have been followed and that there are no material departures;

b) they have 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 as at the end of the financial year and of the Profit of the Company for that period;

c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts of the Company on a "going concern" basis.

Management Discussion and Analysis Report

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year under review as well as future prospects.

Corporate Governance

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance of conditions stipulated under clause 49 of the listing Agreement is annexed hereto.

Fixed Deposits

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Directors

Mr. Ravi Kumar Krishnamurthi, director retires by rotation and being eligible offers himself for re- appointment.

Brief resume of director seeking re-appointment is annexed with Notice calling the Annual General Meeting.

Auditors

The Auditors, M/s Nyati & Associates, Chartered Accountants, Udaipur, retire in accordance with the provisions of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Auditors Report

As regards the Auditors Report, the points raised therein have been explained in the Notes to the Accounts and elsewhere in the Annual Report, as such Directors have no further comments to offer.

Other Mandatory Requirements

Pursuant to the requirements of the Listing Agreements with the Stock Exchanges and the Accounting Standards in terms of Section 211 (3A) of the Companies Act, 1956 details of Segment- wise revenue, results and capital employed (AS- 17), Related Party Transactions (AS-18), Deferred Taxation (AS-22) and Impairment of Assets (AS- 28) have been incorporated in and / or annexed with the Accounts.

Energy, Technology and Foreign Exchange

As per the requirements of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo are given in Annexure-I forming part of this report.

Particulars of Employees

During the year no employee was getting remuneration beyond the limit fixed for which the particulars are required pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

The Company continues to maintain good cordial relations with its employees.

Acknowledgement

Your Directors expresses their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of its employees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

By Order of the Board

For Madhav Marbles and Granites Ltd.

Ashok Doshi Sudhir Doshi

Managing Director Whole Time Director

Place: Udaipur

Date: August 07, 2010



 
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