As on: Apr 27, 2024 06:37 PM
Dear members,
Your Directors have pleasure in presenting the 11th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2023.
SUMMARY OF FINANCIAL RESULTS:
KEY FINANCIAL RATIOS :
Board noted that Company key financial ratios have declined as compared to previous year owing to shutdown of production operations during the FY 2022-23 as per the directives issued by the Government Authorities.
DIVIDEND:
In view of the losses incurred by the company, your Directors regret their inability to recommend any dividend for the year under review.
OPERATIONAL HIGHLIGHTS AND PROSPECTS:
Operational highlights:
During the year under review, production of the company was non-operative. The company has incurred a loss in current financial year as compared to substantial profit of previous two financial year. Proceedings have been initiated by State GST Department against the Company alleging wrongful GST credit issues as claimed by the GST Department.
The Company's profit before tax was Rs. -527.39 Lakhs during the year as compared to Rs. -188.86 Lakhs in the previous year. The Company has incurred a loss i.e. net profit after tax of Rs. -441.44 lakhs, as against a net profit after tax of Rs. -243.97 Lakhs in the previous year.
Transfer To Reserves:
The company has closing balance of Rs.2622.30 Lakh as reserve and surplus. There is no transfer during the year under report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
CREDIT FACILITIES:
The Company has been optimally utilizing its ‘fund based' and ‘non-fund based' working capital requirements as tied up with Bank of Baroda .During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.
SHARE CAPITAL AND CHANGES:
Changes in Share Capital during the year under review are as follow:
Buy-back of Securities:
The Company has not bought back any of its securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
The Company has not issued bonus shares during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
Split of Equity Shares:
During the Year Company has not Split Equity Share.
MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The company has resumed its production/business after revocation of GST Registration by the GST Department.
CAPITAL EXPENDITURE FOR EXPANSION PROJECT:
The Company has not incurred any capital expenditure for expansion during the year under review.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under consideration, pursuant to the provisions of Section 13, 14, 18 of the Companies Act, 2013 and other applicable provisions, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, Their being no Change in nature of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I and is enclosed to this report.
RISK MANAGEMENT:
The Company has framed as Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of the Company's day to day operations. The key business risks identified by the Companies are Industry risk, Management and Operations risk, Market risk, Government policy risk, Liquidity risk, and Systems risk. The company has in place adequate mitigation plans for the aforesaid risks. The Policy on Risk Management is available on website of the Company under tab Investor Info/Policies/Risk Management Policy. However, Risk Management committee is not applicable during the F.Y. 2022-23
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
In terms of the amended provisions in the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“Rules”), the CSR provisions are applicable to a Company on the basis of preceding Financial year criteria of net worth of Rs. 500 crores OR turnover of Rs. 1000 crores OR net profit of Rs. 5 crores. Accordingly the CSR provisions in the Financial Year 2022-23 are not applicable to the Company as in F.Y. 2021-22, the criteria of Net worth, Turnover or Net profit, is not triggered any above limit to apply the CSR provisions.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.
RELATED PARTY TRANSACTIONS:
There were materially significant related party transactions with the Company's Promoters, Directors,
Management or their relatives, which could have had a potential conflict with the interests of the Company. All transactions entered into with the related parties are occurred at Arms' length price and in ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure II.
The Board of Directors of the Company has, on the re-commendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made there under and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.madhavcopper.com under Investors/Policies/Policy on Related Party Transactions.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, Mr. Nilesh Patel was re-appointed as a rotational Director in 10th AGM of the Company held on 30th September, 2022.
The Board recommends re-appointment of Mr. Rohit Chauhan as a rotational director on rotation basis in the ensuing AGM of the Company.
Mrs. Swati Kathrotiya, Company Secretary of the Company has resigned w.e.f 30th April, 2022 and Mrs. Sneha Langaliya has been appointed as Company Secretary and Compliance Officer of the Company w.e.f 12th August, 2022.
There are no other changes in Key Managerial personnel of the Company. Mr. Nilesh Natubhai Patel is Chairman and Whole Time Director, Mr.Rohit Bhikhabhai Chauhan is Managing Director, Mr. Chaitnya Bhanubhai Doshi is Independent Director and Mr. Kamlesh Solanki is Chief Financial Officer of the Company.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy on Nomination and Remuneration is available on the website of the Company www.madhavcopper.com under Investor Info/Policies/Nomination and Remuneration Policy.
MEETINGS:
During the year Six (6) Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 the details of the meeting are given in corporate governance report.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies, 2013 and the relevant rules.
WHITSLE BLOWER & VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.madhavcopper.com under Investors/policies/Vigil Mechanism Policy link.
CODE OF CONDUCT:
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company under Investor Info/Policies/Code of Conduct. All Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.
INSIDER TRADING:
The Board has in consultation with the Stakeholders' Relationship Committee laid down the policy to regulate and monitor Insider Trading. The Committee regularly analyzes the transactions and monitors them to prevent Insider Trading. The policy on Insider Trading is available on the website of the Company under Investor Info/Polices/Code of Conduct for prevention of Insider Trading Policy.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR:
The Company has made practice of regularly informing the Directors all the changes in the Company as well as changes in laws which are applicable to the Company at Board meeting held during the year.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along With proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records In accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; and e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ANNUAL RETURN:
The Annual Return of the Company will be placed at the website of the Company at www.madhavcopper.com pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules, 2014. Web link of the same is as http://www.madhavcopper.com/financial.php
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR):
MDAR is appended as Annexure III to this report.
DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
AUDITORS:
Statutory Auditors:
M/s Nirav Patel & Co, Chartered Accountants having FRN: 134617W have been appointed as Statutory auditor of the company for a period of five years starting from the financial year 2022-2023 and that they shall hold office from the 10th Annual General Meeting (AGM) till the conclusion of 15th Annual General Meeting (AGM) of the Company to be held in the year 2027 (for financial year 2026-2027).
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. Kashyap Shah & Co., a Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2022-23.
M/s. Ranjit & Associates, practicing company secretaries has been appointed as a secretarial auditor of the company for the F.Y. 2023-24.
Secretarial Auditor's Report:
The Secretarial Audit Report for the financial year ended 31st March, 2023 is self-explanatory and does not call for any further comments except the following:
(i) Disclosure under Regulation 30 of the Listing Regulations regarding GST bills and legal proceedings not adequately disclosed to the Stock Exchange:
As we have already state in board Report in Operational Highlights and disclosures have already made to stock exchange accordingly.
(ii) Non submission of statement of deviation or variation of FPO proceeds and necessary approvals for fund deviation utilization:
The Company has clarified to the Stock Exchange that there is no deviation as per the prospectus.
(iii) Independent Directors registration with ID Database was pending and the online proficiency self-assessment test was of the Independent Directors was pending:
The registration of Independent Director with ID database has been conducted in FY 2022-23, and regarding proficiency self-assessment test, as per the rules the same is allowed within one year from the date of registration.
The Secretarial Audit Report for the financial year ended March31, 2023 is annexed here with marked as Annexure V to this Report.
Internal Auditor:
As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditors.
The Board of directors is pleased to confirm the appointment of M/S H. K. Makvana & Co., as Internal Auditors of the Company.
Cost Auditor:
M/s. S. K. Rajani& Co., Cost Accountants have been appointed to conduct Cost Audit of the Company for the year ending 31stMarch, 2023. Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, members are requested to consider the ratification of the remuneration payable to M/s. S. K. Rajani& Co.
The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing Annual General Meeting. The Cost Auditors have confirmed that their appointment is within the limits prescribed u/s 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed within the meaning of the said Act.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accenting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.
The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
CORPORATE GOVERNANCE:
Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in Annexure IV forming part of this Board's Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THE CURRENT STATUS:
During the year under Review, neither any application was made, nor were any proceedings pending under Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
PARTICULARS OF EMPLOYEES: a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. Ratio of remuneration of MD 0:1 (48.74 lakh: 0) Whole Time Director 0:1 (Rs. 48.74 lakh: 0) Other Directors Not Applicable b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year During the FY 2022-23 there was no increase in remuneration of WTD and MD. There was no increase in the remuneration of CFO & CS.
c) The percentage increase in the median remuneration of employees in the financial year During the FY 2022-23 there was no increase in remuneration of employees
d) The number of permanent employees on the rolls of the Company as on 31.03.2023 23 nos.
e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration there was no increase in remuneration of in Managerial Remuneration during F.Y. 2022-23.
f) Affirmation that the remuneration is as per the remuneration policy of the company.
The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the company endeavors to attract, retain, develop and motivate high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. The Company affirms that the remuneration is as per remuneration policy of the Company.
Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed None of the employees were in receipt of remuneration above Rs. 8 lakh 50 thousand per month or Rs. One crore Two lakhs per annum and above.
None of the employee has received remuneration exceeding the limit as stated in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The statement containing names of top 10 employees in terms of remuneration drawn and the particulars of employees as required under section 197 (12) of the Companies Act read with Rule 5(2) & 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure VI
HUMAN RESOURCES:
During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint pending or received from any employee during the financial year 2022-23 and hence, no complaint is outstanding as on March 31, 2023 for redressal.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standard 1 (SS 1) relating to the meetings of Directors and Secretarial Standard 2 (SS 2) relating to General Meeting issued by the institute of Company Secretary of India and approved by Central Government.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no material orders passed by the regulators or court or tribunals impacting the going concern status and company's operations in future.
ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.
For and on behalf of the Board of Directors of