| The Directors are pleased to present the 7th Directors' Report of your
Company together with Audited Statement of Accounts and the Auditors'
Report of your Company for the financial year ended 31st March 2015.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The highlights of financial results of your Company are as follows:
Particulars For the Financial
year ended as For the Financial
ended as years
on 31st March, 2015 on 31st March, 2014
Income 18,525,473 13,281,216
Less:
Expenditure (17,907,473) (12,872,074)
Profit/(Loss) before
taxation 618,000 409,142
Less: Tax (178200) (138712)
Net profit/ (Loss)
after taxation 439,800 270,430
During the year under review, the Company's income is Rs. 18,525,473 as
against income of Rs. 13,281,216 in 2013-14. The net profit after tax
during the year has been Rs. 439,800 as against the net profit of Rs.
270,430 in the previous year. The raise in income/profits was due to
the increase in interest income.
STATE OF COMPANY AFFAIRS:
During the year under review, there is no adverse action against the
business operations of the Company
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect
the financial position of the Company occurred between the end of the
financial year of the Company and date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which
examines both the design effectiveness and operational effectiveness to
ensure reliability of financial and operational information and all
statutory / regulatory compliances. The Company has a strong monitoring
and reporting process resulting in financial discipline and
accountability.
DIVIDEND
The Directors have not recommended any dividend for the financial year
2014-15 for growth requirement and expansion of the business.
RESERVES
The Company proposes to transfer an amount of Rs. 815,877 to the
General Reserves.
DEPOSITS
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
During the Financial Year 2014-15, No Company had became or ceased to
be its Subsidiaries and associate companies.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 42 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis is annexed to
Directors' Report.
RISK MANAGEMENT
The Company has laid down the procedures to inform to the Board about
the risk assessment and minimization procedures and the Board has
formulated Risk management policy to ensure that the Board, its Audit
Committee and its Executive Management should collectively identify the
risks impacting the Company's business and document their process of
risk identification, risk minimization, risk optimization as a part of
a risk management policy/ strategy.
The common risks inter alia are: Regulations, Credit Risk, Foreign
Exchange and Interest Risk, Competition, Business Risk, Technology
Obsolescence, Investments, Retention of Talent and Expansion of
Facilities etc. Business risk, inter-alia, further includes financial
risk, political risk, legal risk, etc. The Board reviews the risk
trend, exposure and potential impact analysis and prepares risk
mitigation plans, if necessary.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule
5(2) of the said rule which is available for inspection by the Members
at the Registered Office of the Company during the business hours on
working days of the Company upto the date of ensuing Annual General
Meeting. If any Member is interest in inspecting the same, such Member
may write to the Company in advance.
STATUTORY AUDITORS
During the year under review, the Board of Directors in its meeting
held on 24th January, 2015 appointed M/s. Gaurav Varshney & Co.,
Chartered Accountants as the statutory auditor of the Company for the
Financial year 2014-15.
M/s. Gaurav Varshney & Co., Chartered Accountants have expressed their
willingness to continue for a term of 5 consecutive years from the
conclusion of the ensuing Annual General Meeting till conclusion of
12th AGM subject to ratification by shareholders at every Annual
General Meeting.
The Company has received a letter from them to the effect that their
appointment if made, would be within the limits as prescribed under Sec
141 of the Companies Act, 2013. Therefore, the directors recommend
their appointment in the ensuing Annual General Meeting.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and therefore, in the opinion of the Directors, do
not call for further comments.
CORPORATE GOVERNANCE CERTIFICATE
A report on Corporate Governance along with a certificate from the
Auditors regarding the compliances with conditions of Corporate
Governance in terms of Clause 42 of the Listing Agreement is annexed to
this report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT - 9 has been annexed
to the Report as Annexure.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014 in respect of Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
There was no foreign exchange & outgo during the financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply
with the provisions related to Corporate Social Responsibility on the
basis of its financial statement.
DIRECTORS:
A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there is no change in the Directors of
the Company and Ms. Dhiarya Arora, Company Secretary of the Company has
resigned w.e.f 30th October, 2014.
B) DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF
ANY
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, and Listing Agreement.
C) FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, 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 various Committees. A separate exercise was carried out to evaluate
the performance of individual Directors including the Chairman of the
Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of
the Company and its minority shareholders etc. The performance
evaluation of the Independent Directors was carried out by the entire
Board excluding the Directors being evaluated.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year Nine Board Meetings were convened and held. The details
of which have been given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2014
-15 had familiarize the Independent Directors with regard to the roles,
rights, responsibilities in the Company, nature of the industry in
which the Company operates, the Business models of the Company etc. The
Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Company's
policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee
meeting on Business and performance updates of the Company, Business
strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial
pronouncements and encompassing important amendments are briefed to the
Directors.
COMPOSITION AND MEETING OF AUDIT COMMITTEE
The details about Composition and meeting of Audit Committee have been
given in the Corporate Governance report.
COMPOSITION AND MEETING OF NOMINATION AND REMUNERATION COMMITTEE
The details about Composition and meeting of Nomination and
Remuneration Committee have been given in the Corporate Governance
report.
COMPOSITION AND MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The details about Composition and meeting of Stakeholders Relationship
Committee have been given in the Corporate Governance report.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and therefore, in the opinion of the Directors, do
not call for further comments.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provision of Section 177 (9) of the Companies Act, 2013, the
Company is required to establish an effective Vigil Mechanism for
Directors and Employees to report genuine concerns. In line with this
the Company has framed a Vigil Mechanism Policy through which the
Directors and Employees may report concerns about unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct
& Ethics without fear of reprisal. The Employees and Directors may
report to the Compliance Officer and have direct access to the Chairman
of the Audit Committee. The Whistle Blower Policy is placed on the
website of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Woman at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All women employees
(permanent, contractual, temporary and trainee) are covered under this
Policy.
The following is a summary of Sexual Harassment complaints received and
disposed off during the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off: 0
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year under review the Company, the Company has not provided
any Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company had not entered into any contracts or arrangements with the
related parties as referred to in sub- section (1) of section 188 of
the Companies Act, 2013 during the Financial Year 2014-15.
MANAGERIAL REMUNERATION:
Provisions relating to Managerial Remuneration as per Section 197 read
with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 The Board have on the recommendation
of the Nomination & Remuneration Committee framed a Policy for
Selection and appointment of Directors, Senior management and their
Remuneration.
CODE OF CONDUCT:
The Company has formulated and implemented a Code of Conduct for
Directors and Senior Management of the Company. Requisite annual
affirmations of compliance with the Code have been made by the
Directors and Senior Management of the Company. A declaration signed to
this effect by Mr. Krishan Kant Bharti, Whole Time Director has been
given in the Annual Report. The Code of Conduct is posted on the
Company's website www.madhubancon.com.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE REPORT
Ms. Urvashi Aggarwal & Co., Practicing Company Secretary was appointed
to conduct Secretarial Audit of the Company for the Financial Year
2014-15 as required under section 204 of the Companies Act, 2013 and
the rules there under. The Secretarial Audit report for the financial
year 2014-15 forms part of the annual report to the Boards Report.
Management Reply to the Qualification
Appropriate steps are being taken to comply with the incidence.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators
or courts or tribunals, impacting the going concern status and
company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that -
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
HUMAN RESOURCES INDUSTRIAL RELATIONS
The takes pride in the commitment, competence and dedication shown by
its employees in all areas of Business.
The Company is committed to nurturing, enhancing and retaining top
talent through superior Learning and Organizational Development. This
is a critical pillar to support the Organization's growth and its
sustainability in the long run.
Acknowledgements
Your Directors place on record their gratitude for the continuing
support of Shareholders, employees, bankers and Business associates at
all levels.
For and on behalf of board of
Madhuban Constructions Limited
Dated: 24/08/2015
Place: New Delhi
Sd/- Sd/-
Krishna Kant Bharti Geeta Bharti
Whole Time Director Director
DIN No: 03466142 DIN No.: 06797301 |