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Directors Report of Madhav Marbles & Granites Ltd.

Mar 31, 2018

Directors Report

To

The Members

The Directors are pleased to present their 29th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended M arch 31, 2018.

(Rs, ) in M ill ion

Particulars

31.03.2018

31.03.2017

Revenue from Operations

700.49

795.42

Earnings before Interest, Taxes and Depreciation & Amortization

56.64

86.47

Less: Finance Costs

10.78

2.23

Less: Depreciation & Amortization

24.24

23.31

Profit before Tax

21.62

60.93

Less: Tax Expense

3.63

8.84

Profit for the period from continuing Operations

17.99

52.09

Profit/Loss before tax from discontinued Operations

0.00

0.00

Tax Expense of discontinued Operations

0.00

0.00

Profit/Loss from discontinued operations after tax

0.00

0.00

Total Profit for the period

17.99

52.09

Other Comprehensive Income(net of tax)

0.00

0.00

Total Comprehensive Income

17.99

52.09

Earnings Per Share

2.01

5.82

- Figures for FY 2016-17 have been restated as per Ind AS and therefore may not be comparable with financials for FY 2016-17 ap proved by the Directors and disclosed In the financial statement of previous year. Figures for the FY 201 7~ 1 8 are Ind AS compliant

Performance Review!

During the financial year 201 1 "201 8, revenue from operations stood at Rs.700.49 million as against Rs.795.42 million in the previous year - a decline of 11.93%. The Operating Profit before tax stood at Rs. 21.62 million against profit of Rs. 60.93 million reported in the previous year. Profit after Tax for the current year is Rs. 17.99 million against Rs.52.09 in the previous year.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial yearn to which this financial statement relate on the date of th is report.

Dividend

Directors have recommended a dividend of Rs.0.25 paise per equity share of the face value of Rs. 10 each for the financial year 2017-2018. The proposed dividend, subject to approval of shareholders would result in appropriation of Rs. 2.70 million including dividend tax of Rs.0.46 million.

The dividend would be payable to Shareholders whose names appear in the Reg ister of M embers as on the Book Closure Dates

Di rectors Responsibility Statement!

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that!

a) In the preparation of the annual accounts for the financial year ended M arch 31, 2018, applicable accounting standards have been fol lowed and there are no material departures from the same,

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the

__Company sat M arch 31,2018 and of the Profit of the Company for the financial year ended on that date)

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis)

e) proper internal financial controls laid down by the directors were followed by the Company 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 place and that such systems are adequate and operating effectively.

Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, market developments, performance and state of affairs of Company s business during the financial year 2017-18.

Corporate Governance

In compliance with Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a Certificate from the Auditors on its compliance forms an integral part of this Report.

Condolence

We, the M embers of the Board, wish to place on record our profound grief and deep sense of sorrow at the sad and untimely demise of Shri Ashok Doshi, CEO & Managing Director of the Company on February 24, 2018.

We also record our appreciation on the exemplary services rendered by him towards growth and development of the Company.

Directors and Key Managerial Personnel

- In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company s Articles of Association, Mr. Sudhi r Doshi, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

- In pursuance to the applicable provisions of Companies Act, 2013 relating to appointment/re-appointment of Managerial Personnel and subject to the members approval at the ensuing AGM , the Board at their meeting held on May 30, 2018 appointed Mr. Madhav Doshi (DIN:07815416) as CEO & Managing Director of the Company for a period of three years w.e.f May 01, 2018.

- 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 Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Auditors and Auditors Report

Statutory Auditor.

M/s. L.S. Koth ari & Co. Chartered Accountants (Firm Registration No. 001450C), were appointed as Statutory Auditors of the Company at the 28th AGM till the conclusion of the 33r- AGM.

The Statutory Auditors have confirmed their eligibility and qualification required under section 139,141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors Report for the financial year ended M arch 31, 2018 on the financial statements of the Company Company is a part of this Annual Report. The Auditors Report for the financial year ended M arch 31, 2018 does not contain any qualification, reservation or adverse remark

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr. Ronak Jhuthawat, (CP No. 12094), Company Secretary in Practice, Udaipur to conduct the Secretarial Audit of the Company for the financial year ended M arch 31, 2018.

The Report given by the Secretarial Auditor is annexed as Annexure IV" and forms integral part of this Report.

The report does not contain any qualification, reservation or adverse remark.

Extract of the Annual Ret urn

The extract of the Annual Return of the Company as on M arch 31, 2018 in Form MGT - 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the Annexure III to this report.

Contracts or arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year 2017-2018, with related parties, as defined under Section 188 of the Companies Act, 2013 and the Rules made there under and as per the applicable provisions of Securities and Exchange Board of India ( listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as the Listing Regulations ), were in the ordinary course of business and on arm s length basis. Further no material related party transactions were entered during the Financial Year under review, by your Company. Accordingly, disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, in Form AOC-2, i s not applicable to your Company.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company.

Particulars of Employees

The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board s Report for the year ended M arch 31,2018 can be accessed in the manner as provided under Section 136 of the Companies Act, 2013. If any Member is interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company in this regard.

Further, the Company has no person in its employment drawing remuneration in excess of limits as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 ( including any statutory modifications(s) or re-enactment(s) thereof for the time being in force)

Corporate Social Responsibility

As a part of its initiative under the Corporate Social Responsibility (CSR) drive, the Company has undertaken projects in the area of education, Infrastructure Development and girls education. The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-II and forms an integral part of the Report. Whistle Blower Policy and Vigil Mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. The said policy has been uploaded on the website of the Company.

Significant and M aterial Orders Passed by the Regulators / Courts, if any.

There were no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Acknowledgment

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, Customers, Financial Institutions, Banks, Central and State Governments, Stock Exchanges and the Company s valued Investors for their continued co-operation and support received during the year.

Your Directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts put in by the Company’s employees and look forward to their continued contribution.

For and on behalf of the Board

Ravi K umar Krishnamurthi Chairman

Udaipur, May 30, 2018 DIN: 00464622


Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the statement of Audited Financial Statements for the financial year ended March 31, 2016.

Financial Results:

(Rupees in Millions)

Details

Year ended 31.03.2016

Year ended 31.03.2015

Total Revenues (including other income)

826.36

933.89

Profit before Finance Costs, Depreciation and Tax

110.48

142.07

Finance Costs

4.84

0.09

Depreciation & Amortization

25.05

32.30

Profit before Exceptional Items and Tax

80.59

109.68

Exceptional Items

-

-

Profit before tax

80.59

109.68

Provision for taxation:

Current Tax

11.04

22.37

Deferred Tax

(6.28)

8.77

Profit after tax

75.83

78.54

Surplus brought forward from previous year

258.37

545.98

Total

334.20

624.52

Proposed Dividend (15%)

8.95

13.42

Tax on proposed dividend

1.82

2.73

Transfer to general reserve

120.00

350.00

Surplus in Profit & Loss Account

203.43

258.37

Performance Review

We reported total revenue of Rs. 826.36 million during the year under review which depicts a decline of 11.51 % as compared to revenue of Rs. 933.89 million in previous year 2014-15. Due to global recessionary there is fall in Turnover by 13.30% % in comparison to previous year turnover.

There is marginal fall in profit to Rs. 75.83 million as against profit of Rs. 78.54 million in previous year 2014-15. Dividend Company is consistently paying dividend since last fourteen years and this year also the Board of Directors are pleased to recommend a dividend of Re. 1.00 per share on 8947000 Equity Shares of Rs.10 each for the year ended March 31, 2016. The proposed dividend, subject to approval of shareholders would result in appropriation of Rs. 10.77 million including dividend tax of Rs.1.82 million.

The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date.

Directors Responsibility Statement

Pursuant to section 134 (3)(c) of the Companies Act, 2013, the directors hereby state and confirm:

a) that in the preparation of the annual accounts for the financial year ended March 31, 2016, applicable accounting standards have been followed and no material departures have been made from the same;

b) that they 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 as at March 31, 2016 and of the Profit of the Company for the year ended on that date;

c) that they had 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) that they had prepared the annual accounts of the Company on a “going concern” basis;

e) that they had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that they had devised 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 gives details of the overall industry structure, market developments, performance and state of affairs of Company''s business during the financial year 2015-16.

Corporate Governance

In compliance with Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor''s of the Company, forms an integral part of this Report.

Public Deposits

During the financial year 2015-16, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013

Directors

- Mr. Sudhir Doshi, (DIN: 00862707) shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 27th Annual General Meeting of the Company.

- The Independent Directors of your Company have given a declaration confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

Auditors

Statutory Auditors

The Statutory Auditors M/s. Nyati and Associates, Chartered Accountants, (Registration No. 002327C) hold office till the conclusion of the ensuing Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Audit Committee and the Board of Directors recommends the re-appointment of M/s. Nyati and Associates, Chartered Accountants as the Statutory Auditors of the Company for the financial year 2016-17. The necessary resolution is being placed before the shareholders for approval.

The Report given by the auditors on financial statements of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013, Mr. Ronak Jhuthawat, Practicing Company Secretary (COP No. 12094), was appointed as the Secretarial Auditor to conduct Secretarial audit for the financial year 2015-16

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 extract of the Annual Return in Form No. MGT - 9 is annexed as “Annexure [III]” and forms an integral part of this report.

Particulars of Employees

The information required in accordance with Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board''s Report for the year ended 31st March, 2016 can be accessed in the manner as provided under Section 136 of the Companies Act, 2013. If any Member is interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company in this regard. The said disclosure is also available for inspection by members at the Registered Office of the Company, 21 days before the 27th Annual General Meeting and up to the date of the ensuing General Meeting during the business hours on working days.

Further, the Company has no person in its employment drawing remuneration in excess of limits as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Related Party Transactions

The Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm''s Length.

All related Party transactions that were entered during the year were in ordinary course of business and at arm''s length 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

Pursuant to section 135 of the Companies Act, 2013, an annual report on CSR activities for the year ended March 31, 2016 forms part of this Report as “[Annexure II].” to this Report.

Vigil Mechanism/Whistle Blower Policy

The Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Through this mechanism directors, employees and persons associated with the Company may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company''s code of conduct. The functioning of Vigil mechanism is reviewed by the Audit committee from time to time.

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.

Details of 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, May 28, 2016


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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