The Directors of the Company are pleased to present the 14th Annual Reportof the Company together with the audited financial statements for the financial year ended31st March 2018.
FINANCIAL HIGHLIGHTS AND THE STATE OF COMPANY'S AFFAIRS
The Company's financial performance for the year ended 31st March 2018 issummarized below:
| || ||Amt in (Rs.) |
|Particulars ||F.Y. 2017-2018 ||F.Y. 2016-2017 |
|Revenue from Operations ||700000/- ||19060705/- |
|Other Income ||5576566/- ||1389944/- |
|Total Revenue ||6276566/- ||20450649/- |
|Less: Expenses ||6249550/- ||10003207/- |
|Profit before exceptional and extraordinary items and tax ||27016/- ||10447442/- |
|Profit Before Tax ||27016/- ||10447442/- |
|Less: Tax Expenses ||-9779/- ||4336560/- |
|Profit After Tax ||36795/- ||6110882/- |
During the year your Company has made lower profit Rs. 36795/- (Rupees Thirty-SixThousand Seven Hundred and Ninety-Five Only) as compare to last year due tosubstantially reduce in the other income and increase in expenses pertaining to MCGM / BMCcharges Initial Public Offer or Listing of equity share of the Company on BSE Limitedetc.
Your Directors are expecting to achieve better performance and taking efforts tocontrol the cost and optimize the results in the coming year.
No material changes and commitments have occurred after the close of the financial year2017-18 till the date of this Report which affect the financial position of the Company.
During the financial year 2017-2018 there is no change in the Share Capital of theCompany.
DIVIDEND AND RESERVES
In order to conserve the resources for the ongoing projects of the Company the Boardof Directors do not recommend any dividend for the financial year ended 31stMarch 2018. The details of reserves and surplus are provided in note no.4 of the notes tothe financial statement.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared since Inception of the Company Hence theprovisions of Section 125 of the Companies Act 2013 do not apply.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the financial year 2017-18 as stipulatedunder Regulation 34 read with Schedule "V" to the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of the Annual Report.
During the last year the Company had completed the Initial Public Offer (IPO) andraised a total capital of Rs. 540.00 lakhs comprising a fresh issue of 150000 EquityShares of face value of Rs. 10/- each for cash at a premium of Rs. 350/- Per Share. Theequity shares of the company were listed on BSE SME Platform effective from 30th March2017. The proceeds from IPO has been fully deployed for the purpose of the objects asstated in the prospectus dated 08th March 2017.
Details of Utilization of IPO Proceeds are as follows:
| || || || ||(Rupees in Lakhs) |
|Particulars ||Balance as at 31st March 2017 ||Amount Utilized ||Amount Un- Utilized ||Balance as at 31st March 2018 |
|Repayment of Loans * ||0.88 ||53.55 ||(52.67) ||- |
|Advance against Acquisition of Property ||200.00 ||200.00 ||- ||- |
|Expenditure for General Corporate Purpose ||121.35 ||68.68 ||52.67 ||- |
|Total ||322.23 ||322.23 ||- ||- |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act 2013 the Board of Directors of theCompany to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March2018 the applicable accounting standards have been followed and there are no materialdepartures from the same;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and ofthe profit of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory Auditors. Significant audit observations and follow up actions thereon arereported to the Audit Committee.
RISK MANAGEMENT POLICY
The Company has formulated and implemented a Risk Management Policy that outlines theframework and procedures to assess and mitigate the impact of risks. Under the guidance ofthe Board of Directors of the Company Key Managerial Personnel and senior employees whoare conversant with risk management systems and procedures have been entrusted with therisk management of the Company in accordance with the formulated policy. The AuditCommittee has additional oversight in the area of financial risks and controls. All risksare systematically addressed through mitigating actions on a continuing basis.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Madhuriben Thakurdas Thakkar Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for reappointment. The Board of Directors of the Company commends herre-appointment.
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors and Non-Executive Directors. However during the year 2017-2018 Mr.Vijay Thakkar is disqualified Under Section 164(2) of the Act; But Company has not VacatedVijay Thakkar from office of directorship due to Chief Promoter of the Company.
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) thereof for the time being in force).
The information required under section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 including anystatutory modification(s) or re-enactment(s) thereof for the time being in force) inrespect of Directors/ employees of the Company is set out in the Annexure 1 to this reportand is also available on the website of the Company www.manasproperties.co.in.
The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as stipulated in section 149 (7) of the Companies Act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.
The Company has devised a Policy for performance evaluation of the Board of DirectorsCommittees and other individual Directors (including Independent Directors) which includescriteria for performance evaluation of the Non-executive Directors and ExecutiveDirectors. The evaluation process interalia considers attendance of Directors at Board ofDirectors and Committee meetings effective participation domain knowledge compliancewith code of conduct vision and strategy benchmarks established by global peers etc.
The Board of Directors has carried out an annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Committee Nomination & Remuneration Committee Corporate Social ResponsibilityCommittee and Stakeholders Relationship Committee.
The performance evaluation of the Chairman and Non-Independent Directors was carriedout by Independent Directors. The reports on performance evaluation of the IndividualDirectors were reviewed by the Nomination and Remuneration Committee and the Chairman ofthe Board held discussions with each Board member and provided feedback to them on theevaluation .
During the year 07(Seven) meetings of the Board of Directors were held.
During the period under review 05 (Five) Meeting were held.
As on 31st March 2018 the Audit Committee comprises as follows;
Mr. Anil Dhar Chairman
Miss. Daisy Maring Sairel Maku Member
Mr. Dev Thakordas Thakkar Member
During the financial year 2017-18 there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March 2018 the Nomination and Remuneration Committee comprisesas follows;
Mr. Anil Dhar Chairman
Miss. Daisy Maring Sairel Maku Member
Mrs. Tanam Vijay Thakkar Member
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated Nomination and Remuneration Policy for determining the criteria for determiningqualifications positive attributes and independence of a director and also criteria fordetermining the remuneration of directors key managerial personnel and other employees.The policy is available on the Company's website at the link www.manasproperties.co.in
CORPORATE SOCIAL RESPONSIBILITY
During the period under review 2 (Two) Meeting were held.
As on 31st March 2018 the Corporate Social Responsibility (CSR) Committeecomprises as follows;
Mr. Anil Dhar- Chairman
Mrs. Tanam Vijay Thakkar Member
Mr. Dev Vijay Thakkar Member
CSR activities of the Company are guided by its CSR Policy which is framed andapproved by the Board of Directors of the Company.
The company do not required to spend CSR activity during the period 2017 -2018 as perSection 135 of the Companies Act 2013 due to low profit net worth and turnover infinancial year 2016-2017.
ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177 of the Companies Act 2013 the Company hasadopted the Vigil Mechanism / Whistle Blower Policy to provide appropriate avenues to theemployees to bring to the attention of the management any issues which is perceived to bein violation of or in conflict with the fundamental business principals of the Company.The employees are free to report to the management concerns about unethical behavioractual or suspected fraud or violation of the codes of conduct or any improper activity tothe Audit Committee of the Company or Chairman of the Company.
The Whistle Blower Policy has been appropriately communicated within the Company. Thepolicy empowers the Chairman of the Audit Committee/Chairman of the Company to investigateany protected disclosure including matters concerning financials/ accounting etc.received from the employees under this policy. During the financial year 2017-18 theCompany has not received any complaint through Vigil Mechanism. The Whistle Blower Policyis available on the Company's website at the link www.manasproperties.co.in
DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:
The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there underfor prevention and redressal of complaints of sexual harassment at workplace.
During the year and under review the Company has not received any complaints on sexualharassment.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Loan or guarantee given or security provided and Investment made by the Company as onF. Y. Ended 31st March 2018 are within the limit as prescribed under section186 of the Act and the necessary approval of the members of the company has been taken inthe Extra General Meeting held on 24th December 2016 upto the limit of Rs.100Crores.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of the Company has approved a policy on related party transactions. Thepolicy on related party transactions has been placed on the Company's website at the linkwww.manasproperties.co.in
All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board of Directors for approval. The particulars ofcontracts or arrangements with related parties referred to in Section 188(1) andapplicable rules of the Companies Act 2013 is provided in the prescribed form AOC-2 as Annexure2 which forms part of this Report.
M/s. JMR & Associates Chartered Accountants Mumbai (Firm Registration No.106912W) Mumbai Were appointed as Statutory Auditor of the Company for a period of 5years in the last AGM held on 15th September2017.As per Companies (Amendment)Act 2017 notified on 7th May 2018 the provisions regarding to theratification of Auditor in every AGM has been done away.
The Board has appointed M/s. H S Associates Practicing Company Secretaries Mumbai toconduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report isannexed as Annexure 3 with this Report. The Secretarial Audit Report containqualification reservation adverse remark or disclaimer.
1. Mr. Vijay Thakkar is disqualified Under Section 164(2) as perCompanies Act 2013.
1. Mr. Vijay Thakkar is disqualified Under Section 164(2) due to non-filing of one BodyCorporate on list published dated 07th September2017 by Registrar of CompaniesMumbai. Further Directors of that body corporate had initiated the process of revival.
The report of the Auditor's on the accounts of the Company does not contain anyobservations / remarks or qualifications and the same does not calls for anyclarifications or explanations to be given in the Directors' Report.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 31 2018 is annexed as Annexure4.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company is not covered by the schedule of industries which are required to furnishthe information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule(8) of the Companies (Accounts) Rules 2014.
The Company has not imported any technology or carried out any business of export orimport and therefore the disclosure requirement against technology absorption are notapplicable. The details of Foreign Exchange outgo are as under:
Expenditure in Foreign Currency:
|F.Y. 2016-2017 ||Rs. Nil |
|F.Y. 2017-2018 ||Rs. Nil |
PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required pursuant to Section 197of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is not applicable since none of theemployees are in receipt of remuneration in excess of the limits set out in the saidrules.
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the financial year2017-18:
- Deposits covered under Chapter V of the Companies Act 2013.
- Issue of equity shares with differential rights as to dividend voting or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under anyscheme.
- The Company does not have any Employees' Stock Option Scheme.
- The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.
- The Company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
- No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
- No fraud has been reported by the Auditors to the Audit Committee or the Board.
The Board of Directors of the Company expresses its sincere appreciation for thecontinuous assistance and co-operation received from the Banks Government AuthoritiesCustomers and Shareholders. The Directors also wish to place on record their appreciationfor the committed services by the Company's employees.
On behalf of the Board of Directors
Dev Vijay Thakkar
Chairman Cum Managing Director
Date: 13th August 2018
10th Floor Dev Plaza Opp. Andheri Fire Station
S.V. Road Andheri (West) Mumbai- 400058.
Email Id: email@example.com