DIRECTORS' REPORT_ 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. 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 Managing Director Sudhir Doshi Whole Time Director Place : Udaipur, Date : June 13, 2015 |