Your Directors have the pleasure in presenting the 11th Annual Reporttogether with the Audited Accounts of the Company for the financial year ended on 31stMarch 2020.
The financial highlights of the Company's operation for the year ended 31stMarch 2020 are as under:
Amount in Lacs
|PARTICULARS ||31.03.2020 ||31.03.2019 |
|Revenue from operations ||863.82 ||1553.46 |
|Other Income ||31.71 ||4.34 |
|Total Income ||895.53 ||1557.81 |
|Financial Costs ||140.84 ||136 |
|Depreciation ||214.98 ||180.02 |
|Profit/(Loss) before Tax ||(614.25) ||37.75 |
|Less : Tax Expense / (Credit) || || |
|(1) Current tax ||- ||9.81 |
|(2) Deferred tax ||(23.90) ||(15.56) |
|Profit After Tax ||(590.34) ||43.50 |
|Paid Up Share Capital ||683.60 ||683.60 |
|Reserves & Surplus ||5.61 ||622.08 |
During the year under review the total income of the Company amounted to Rs. 8 95.53lakhs as against Rs. 1557.81 lakhs during the previous year. There is decrease in theturnover in this year as compared to previous year and the Company has generated a netloss of Rs. 590.34 Lacs during the financial year 2019-20 as against the last year Profitafter tax of Rs. 43.50 lacs. Your Directors are putting in their best efforts to improvethe performance of the Company even in the adverse scenario.
MIP has identified roads & highways real estate and other heavy civil constructionworks as a potential growth segment. In the near future the Company is desirous ofgradually improving its penetration and resources to these sectors. Such diversificationin different sectors enables us to reduce dependence on any one sector or nature of theproject. To enhance its inhouse expertise so as to be at Par with the other eminentplayers in the construction industry and to broaden its operational base in specializedconstruction field keeping in view the performance and future prospects the Company willcontinue to increase its overall presence in the industry with increased market share.Your Company is poised for sustained growth and the outlook is bright.
Keeping in view the current financial position of the company economic scenario infinancial year 2019-20
and the future fund requirements of the Company your directors do not recommended anydividend for the financial year ended 31st March 2020.
The issued subscribed and paid-up equity share capital of the company as on 31stMarch 2020 is Rs. 68360000/- (Rupees Six Crores Eighty Three Lacs Sixty Thousandonly). During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
Transfer to Reserve
During the year under review share premium received and transferred under the head"Reserve & Surplus"forming part of the balance sheet as mentioned in Noteno. 9 significant policies and notes forming part of the Financial Statement.
Change in Nature of Business
During the year under review there is no change in the nature of business of thecompany.
Material changes and Commitment affecting the Financial Position of the Companyoccurred between the end of the Financial Year to which this Financial Statements relateand the date of the Report
There were no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2019 -20 and the date ofthis Report.
Director's Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
a) . in the preparation of the annual accounts for the year
ended March 31 2020 the applicable accounting
standards read with requirements set out under Schedule III to the Act have beenfollowed and there are no material departures from the same;
b) . the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 March 31 2020 and of the profit ofthe Company for the year ended on that date;
c) . the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
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 are operating effectively; and
f). the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Subsidiaries Joint Ventures and Associate Companies
Your Company does not have any Subsidiaries Joint Ventures and Associate Companies.
During the financial year 2019-20 your Company has not accepted any fixed depositswithin the meaning of section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
Directors and Key Managerial Personnel
A. Independent Directors:
In compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Mohan Pai and Mr. Atul Purohit was actingas the Independent Directors on the Board of your Company.
B. Executive Director
In compliance with the provisions of Sections 152 160 and 161 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 Mr. Dinesh Yadav was appointed as AdditionalExecutive Director on the Board of your Company at the Board Meeting held on 6thJune 2017 and confirmed as Executive Director in Annual General Meeting held in 2017.
Appointment of KMPs:
In compliance with the provisions of Sections 196 197 & 203 read with Rule 8 ofcompanies (Appointment and remuneration) Rules 2014 and other applicable provisions ifany of the Companies Act during the year under review Key Managerial Personnel were asunder:
A. Managing Director
Mr. Mahendra Raju Director of the Company appointed as Managing Director of yourCompany for 5(Five) years in the Board Meeting held on 5 th May 2017 andapproved by the shareholders in the Extra Ordinary General Meeting held on 27thMay 2017.
B. Chief Financial Officer
In compliance with the provisions of Sections Section 203 read with Rule 8 of companies(Appointment and remuneration) Rules 2014 and other applicable provisions if any of theCompanies Act Mr. Bipin Patel was appointed as Chief Financial Officer of your Company inthe Board Meeting held on 10th Day of April 2017.
C. Company Secretary
In compliance with the provisions of Sections Section 203 read with Rule 8 of companies(Appointment and remuneration) Rules 2014 and other applicable provisions if any of theCompanies Act Ms. Jyoti Birla was appointed as Company Secretary in the Board Meetingheld on 26th December 2019.
Appointment and resignation of Directors in the year 2019-20 as follows:
There were no Appointment and Resignations during the year under review.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mr. Dinesh Yadav (DIN: 07843240) who is retiring by rotation at this AnnualGeneral Meeting (AGM) and has sought reappointment. Your Directors recommendre-appointment of his appointment as director.
Number of Meetings of the Board of Directors
Six meetings of the Board were held during the year. The details of the number of Boardand other Committee meetings of your Company are set out in the Corporate GovernanceReport which forms part of this Report.
Declaration by Independent Director
The independent directors of the Company Mr. Mohan Pai and Mr. Atul Purohit haveconfirmed to the Board that they meet the criteri
a of independence as specified under section 149 (6) of the Companies Act 2013 andthey qualify to be Independent Directors they have also confirmed that they meet therequirements of Independent Directors as mentioned under regulation 16(1)(b) of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 the confirmation werenoted by the Board.
Disclosure Relating to Remuneration and Nomination Policy
The Board of Directors have framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of the policy are explained in Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the director's individually as well as the evaluation of the working of itsCommittees viz. Audit Committee Nomination & Remuneration Committee and StakeholdersRelationship Committee. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
Committees of the Board
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" which isthe part of this Annual Report.
Corporate Governance Report
In compliance with the provisions of Clause 49 of the Listing Agreement a separatereport on Corporate Governance forms part of the Annual Report.
A. STATUTORY AUDITORS
At the Annual General Meeting held on 25th Day of September 2019 M/s SSRVand Associates Chartered Accountants Mumbai (FRN: 135901W) were appointed as statutoryauditors of the Company to hold office till the conclusion of 14th AnnualGeneral Meeting of the Company.
B. SECRETARIAL AUDITOR
M/s. P M Agarwal & Co. Practicing Company Secretaries was appointed to conductthe secretarial audit of the Company for the financial year 2019-20 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The secretarial audit reportfor FY 2019-20 forms part of the Annual Report as "Annexure A" to the Board'sreport.
C. COST AUDITOR
As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that the provisions of this section is notapplicable hence your company needs not required to appoint cost auditor for thefinancial year 2019-20
The Auditors Report to the members on the accounts of the company for the financialyear March 31 2020 does not contain any qualification. The Auditors report and notes tothe financial statement are self explanatory and do not call for any further comments.
The auditors' report does not contain any qualifications reservations or adverseremarks.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of managerial personnel) Rules 2014 M/s. P M Agarwal &Co. Practicing Company Secretaries Mumbai has conducted secretarial Audit of the companyfor the financial year 2019-20. The secretarial Audit Report for the financial year2019-20 is annexed hereto and forms a part of this report. Secretarial Audit Report isself explanatory and does not call for any further comments.
Internal Audit and Controls
Your Company has appointed M/s Ayush S. Agrawal & Associates CharteredAccountants Mumbai (FRN: 143259W) as its Internal Auditor of the Company. During theyear the Company continued to implement their suggestions and recommendations to improvethe control environment. Their scope of work includes review of processes for safeguardingthe assets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.
Transactions with Related Parties
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 as the Transactionentered with related parties are in the Ordinary Course of Business and on Arm Lengthbasis.
Corporate Social Responsibility
The Board of Directors of your Company hereby confirms that the provisions of section135(1) of the Companies Act 2013 and Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our Company for the financial year2019-20.
Loans Guarantees and Investments
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity issues relating toconservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity issues relating toTechnology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
Material Changes Affecting the Financial Position of the Company
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the ends of thefinancial year of the Company- 31st March 2020 till the date of this report.
Extract of Annual Return
As provided under Section 92(3) of the Companies Act 2013 the extract of annual returnis given in "Annexure B" in the prescribed Form MGT-9 which forms part of thisreport.
o The Paid up capital of the Company is Rs. 68360000/- consisting of 6836000equity shares of face value of Re.10/- each. o The Board of Directors of the Companyconsists of 5 Directors namely Mr. Mahendra Raju - Chairman and Managing Director Mr.Dinesh Yadav Executive Director Mrs. Mahalakshmi Raju- Non Executive Director Mr. MohanPai- Independent Director and Mr. Atul Purohit- Independent Director of the Company. oThe Promoters holding is consists of 4999000 equity shares of Rs.10/- each amounting to73.13%.
o There was no un-paid dividend during the year.
Cash Flow Analysis
The Cash Flow Statement for the year under reference in terms of clause 32 of theListing Agreement with the stock exchanges forms part of the Annual Report.
Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which itoperates. A key factor in determining a Company's capacity to create sustainable value isthe ability and willingness of the Company to take risks and manage them effectively andefficiently. Many types of risks exist in the Company's operating environment and emergeon a regular basis due to many factors such as changes in regulatory framework
economic fundamentals etc. In order to evaluate identify and mitigate these businessrisks the Company has a robust Risk Management framework. This framework seeks to createtransparency ensure effective risk mitigation process and thereby minimize adverse impacton the business objectives and enhance the Company's competitive advantage. The Businessrisks as identified are reviewed and a detailed action plan to mitigate the identifiedrisks is drawn up and its implementation is monitored.
Vigil Mechanism / Whistle Blower Policy
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andClause 49 of the Listing Agreement The Company has adopted a Whistle-Blower Policy forDirectors and employees to report genuine concerns and to provide for adequate safeguardsagainst victimization of persons who may use such mechanism. The Company has adopted aWhistle Blower Policy for directors and employees to report genuine concerns and toprovide for adequate safeguards against victimization of persons who may use suchmechanism.
The functioning process of this mechanism has been more elaborately mentioned in theCorporate Governance Report annexed to this Report. The said policy is hosted on thewebsite of the Company website www.manavinfra.com.
Disclosures as Per the Sexual Harassment of Women at Workplace (Prevention
Prohibition and Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the financial year2019-20
Particulars of Employees
In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 a statement showingthe names and other particulars of the employees drawing remuneration in excess of thelimits set out in the said rules are provided in the Annexure to the Directors' Report asAnnexure C'.
Having regards to the provisions of Section 136 of the Act the Annual Reportexcluding the aforesaid information is being sent to all the members of the Company andothers entitled thereto. However the said
information is available for inspection at the registered office of the Company on allworking days except Saturdays between 11.00 a.m. and 1.00 p.m. up to the date of themeeting and any member interested in obtaining the same may write to the CompanySecretary. Upon such request the information shall be furnished.
Details on Internal Financial Controls Related To Financial Statements
Your Company has adopted accounting policies which are in line with Standardsprescribed in the Companies (Accounting Standards) Rules 2006 that continue to applyunder Section 133 and other applicable provisions if any of the Companies Act 2013 readwith Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions of theCompanies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India.
Management Discussion and Analysis Report
Operational performance of each business segment has been comprehensively covered inthe Management Discussion and Analysis Report forms part of the Annual Report.
Significant/Material Orders Passed By the Regulators
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders - Clients Financial Institutions Banks Central and StateGovernments the Company's valued investors and all other business partners for theircontinued co-operation and excellent support received during the year. Your Directorsrecognize and appreciate the efforts and hard work of all the employees of the Company andtheir continued contribution to its growth.
By Order of the Board
For Manav Infra Projects Limited
Chairman & Managing Director
Place: Mumbai Date: 26.08.2020