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Manas Properties Ltd.

BSE: 540402 Sector: Infrastructure
NSE: N.A. ISIN Code: INE800W01019
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NSE 05:30 | 01 Jan Manas Properties Ltd
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VOLUME 21900
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P/E 36200.00
Mkt Cap.(Rs cr) 151
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OPEN 362.00
CLOSE 362.00
VOLUME 21900
52-Week high 380.00
52-Week low 360.00
P/E 36200.00
Mkt Cap.(Rs cr) 151
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manas Properties Ltd. (MANASPROPERTIES) - Director Report

Company director report

Dear Members

The Directors of the Company are pleased to present the 13th Annual Reportof the Company together with the audited financial statements for the financial year ended31st March 2017.

FINANCIAL HIGHLIGHTS AND THE STATE OF COMPANY S AFFAIRS

The Company’s financial performance for the year ended 31st March2017 is summarized below:

Particulars F.Y. 2016-2017 F.Y. 2015-2016
Amt in (Rs.) Amt in (Rs.)
Revenue from Operations 19060705/- 16150000/-
Other Income 1389944/- 61135241/-
Total Revenue 20450649/- 77285241/-
Less: Expenses 10003207/- 22773080/-
Profit before exceptional and extraordinary items and tax 10447442/- 54512162/-
Profit Before Tax 10447442/- 54512162/-
Less: Tax Expenses 4336560/- 1108221/-
Profit After Tax 6110882/- 53403941/-

During the year your Company has made lower profit Rs. 6110882/- (Rupees Sixty-OneLakh Ten Thousand Eight Hundred and Eighty-Two 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 year2016-17 till the date of this Report which affect the financial position of the Company.

SHARE CAPITAL

During the year Company has successfully completed its Initial Public Offer (IPO)pursuant to which 150000 equity shares of Rs.10/- each were allotted at price of Rs.360/-per equity share Further equity shares of the Company were Listed on BSE Limited w.e.f.30th March 2017.

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 2017. 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 2016-17 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.

STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)

As on 31st March 2017 utilization of funds raised through IPO of equityshares is as follows:

Statement of Utilization of funds raised through Initial Public Offering (IPO) as on 31stMarch 2017 as follows;

Particulars Amount (in Lakhs)
Issue Proceeds 540.00
Lee: Issue Expenses (Including Service Tax) 5.77
Net Proceeds from IPO 534.23
Lees: Utilization of IPO proceeds upto 31st March 2017 212.00
Fund to be utilized (remain invested in bank current account and 322.23
fixed deposit)

Object wise details of utilization of fund as on 31st March 2017;

Particulars Proposed Revised Proposed Amount Amount
Amount as per Prospectus Amount (in Lakhs) Utilized (in Lakhs) Unutilized (in Lakhs)
(1) (2) (3) (4)
Repayment of Loans 212.88 NA 212.00* 000.88
Acquisition of Property 200.00 NA NIL 200.00
Expenditure for General 121.35 NA NIL 121.35
Corporate
Purpose
Total 534.23 NA 212.00 322.23

Statement of Unutilized funds in Instruments as on 31st March 2017;

Particulars Amount (in Lakhs)
Details of Unutilized Funds as on 31st March 2017 322.23
Investments in fixed deposits with Banks NIL
In Monitoring Current Account with The Cosmos Co-operative Bank 292.92
In Monitoring Escrow Account with The Axis Bank 29.31
Total 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 March2017 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 2017 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 itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by Statutory Auditors. Significant audit observations and follow up actionsthereon are reported 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. Tanam Vijay Thakkar Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered herself forreappointment. The Board of Directors of the Company commends her re-appointment.

Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr. Anil KumarDhar and Miss. Daisy Maring Sairel Maku were appointed as Independent Directors at theGeneral Meeting of the Company held 06th February 2017 and 09thFebruary 2017 respectively. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence prescribed under the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andthere has been no change in the circumstances which may affect their status as IndependentDirector.

Mr. Jayesh Keshavlal Somaiya has ceased to be Director of the Company with effect from26th October 2016.

As on 31st March 2017 the Key Managerial Personnel of the Company underSection 203 of the Companies Act 2013 are Mr. Kamlesh Thakordas Thakkar Chief FinancialOfficer Mr. Dev Vijay Thakkar Chief Executive Officer and Miss. Leesa Mahesh ParekhCompany Secretary there has been no change in the Key Managerial Personnel during thefinancial year 2016- 17. Company Appointed Mr. Vijay Thakordas Thakkar as Whole timeDirector cum Chairman of the Company.

The Board of Directors has appointed Mr. Dev Vijay Thakkar as Managing Director of theCompany with effect from 14th January 2017 and The Board of Directors of theCompany commends his re-appointment.

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 outcome.

BOARD MEETING

11 (Eleven) meetings of the Board of Directors were held during the financial year2016-17.

AUDIT COMMITTEE

As on 31st March 2017 the Audit Committee comprises as follows;

Mr. Anil Dhar – Chairman Miss. Daisy Maring Sairel Maku – Member Mr. VijayThakordas Thakkar – Member

During the financial year 2016-17 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 2017 the Nomination and Remuneration Committee comprisesas follows;

Mr. Anil Dhar – Chairman Miss. Daisy Maring Sairel Maku – Member Mrs. TanamVijay 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 linkwww.manasproperties.co.in

CORPORATE SOCIAL RESPONSIBILITY

As on 31st March 2017 the Corporate Social Responsibility (CSR) Committeecomprises as follows;

Mrs. Tanam Vijay Thakkar – Chairman Miss. Daisy Maring Sairel Maku – MemberMr. 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 undertakes its CSRactivities through

Akshara Foundation of Arts and Learning.

The statutory disclosure with respect to CSR activities forms part of this AnnualReport and is annexed with this Report as Annexure - 1. Policy on Corporate SocialResponsibility is available on the Company’s website at the linkwww.manasproperties.co.in

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 2016-17 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 2017 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 thelink www.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 asAnnexure 2 which forms part of this Report.

AUDITORS

Statutory Auditors

In pursuant to provision of section 139 of the Companies Act 2013 M/s. JMR &Associates Chartered Accountants Mumbai (Firm Registration No. 106912W) MumbaiAppointed as Statutory Auditors of the Company for the term of 5 (Five) year i.e. fromensuing AGM till AGM to be held in 2022 subject to ratification at every AGM as thetenure of retiring Auditors M/s. Bhuta Shah & Co. LLP (Firm Registration No.101474W /W100100) Mumbai be completed in ensuing AGM

The Company has received letter from the Statutory Auditors to the effect that theappointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013 and that they are not disqualified for appointment. As required underthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board of Directors therefore recommends appointment of M/s. JMR & AssociatesChartered Accountants Mumbai as statutory auditors of the company for the approval ofShareholders.

Secretarial Auditor

The Board has appointed M/s. H S Associates Practicing Company Secretaries Mumbai toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report isannexed as Annexure 3 with this Report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.

AUDITORS REPORT

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 2017 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. 2015-2016 Rs. Nil
F.Y. 2016-2017 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.

Further Since Our Company is Listed on 30th March 2017 the Disclosuresrelating to remuneration and other details as required under Section 197 of the Act readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not applicable.

OTHER DISCLOSURES

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 year2016-17: -

- 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.

ACKNOWLEDGEMENTS

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

SD/-

Vijay Thakkar

Chairman & Whole time Director

DIN: 00189355

Place: Mumbai

Date: 18th August 2017

Registered Office;

10th Floor Dev Plaza Opp. Andheri Fire Station

S.V. Road Andheri (West) Mumbai- 400058.

CIN: U70100MH2004PLC149362

Website: www.manasproperties.co.in

Email Id: info@manasproperties.co.in

Annexure 1.

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD S REPORT.

1. A brief outline of the company s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs:

Your Company’s CSR programmes are towards achieving one or more of the following–

Promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently abled and livelihoodenhancement projects;

2. The Composition of the CSR Committee:

The CSR Committee of the Company is comprised of the following members of the Board ofDirectors of the Company:

Mrs. Tanam Vijay Thakkar – Chairman Miss. Daisy Maring Sairel Maku – MemberMr. Dev Vijay Thakkar – Member

3. Average net profit of the company for last three financial years:

F.Y. ended Profit / (Loss) Before Tax (Amt in Rs.)
2014 - (28039743/-)
2015 - (16087342/-)
2016 - 54512162/-

Hence the average net profit of the Company for last three financial years to be usedfor determining the amount to be utilized for Corporate Social Responsibility activitiesis Rs.3461692/-.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

The amount earmarked for the purpose of CSR activities is Rs.69234/- which represents2% of the average net profit of the Company for immediately preceding three financialyears in terms of the requirement of section 135 of the Companies Act 2013.

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year – Rs. 69234/-
(b) Amount unspent if any – Rs. Nil
(c) Manner in which the amount spent during the financial year is detailed below –

 

(1) (2) (3) (4) (5) (6) (7) (8)
S. No. CSR project or activity identified. Sector in which the project is covered. Projects or programs Amount outlay (budget) project or programs wise Amount spent on the project or programs Sub-heads: Cumulative expenditure upto to the reporting period Amount spent:
(1) Local area of other
(2) Specify the State and district where projects or programs was undertaken (1) Direct expenditure on projects or programs. Direct or through implementing Agency
(2) Overheads:
1 Promoting education Promoting education Akshara Foundatio n of Arts and Learning. 69234/- 100000/- 100000/- Through implementing Agency – Akshara Foundation of Arts and Learning.
TOTAL Mumbai 69234/- 100000/- 100000/-

6. Failure to Spent the Amount Specified under Section 135 of the Companies Act 2013:N.A.

7. A responsibility statement of the CSR Committee:

The Chairman of the CSR Committee Mr. Anil Dhar reports that the implementation andmonitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

SD/- SD/-
Vijay Thakkar Anil Dhar
Chairman & Whole time Director Chairman of CSR Committee
DIN: 00189355 DIN: 01524239
Date: 18th August 2017
Place: - Mumbai

Annexure 2

Form No. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

Sr. No. Particulars Details
Name (s) of the related party & nature of relationship
Nature of contracts/arrangements/transaction No contract or
Duration of the arrangements made with contracts/arrangements/transaction related parties during the Salient terms of the contracts or arrangements or period under review. transaction including the value if any Justification for entering into such contracts or arrangements or transactions’
Date of approval by the Board
Amount paid as advances if any
Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis.

(a) Name(s) of the related party and nature of relationship: (b) Nature of contracts /arrangements/ transactions: (c) Duration of the contracts/ arrangements/ transactions: (d) Salient terms of the contracts or arrangements or transactions including the value if any: (e) Date(s) of approval by the Board if any: 15th February 2016 (f) Amount paid as advances if any:
Dev Land & Housing Private Limited Commission Received

On behalf of the Board of Directors

SD/-

Vijay Thakkar

Chairman & Whole time Director

DIN: 00189355

Date: 18th August 2017