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Manav Infra Projects Ltd.

BSE: 535006 Sector: Infrastructure
NSE: MANAV ISIN Code: INE104Y01012
BSE 05:30 | 01 Jan Manav Infra Projects Ltd
NSE 05:30 | 01 Jan Manav Infra Projects Ltd

Manav Infra Projects Ltd. (MANAV) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 9th Annual Reporttogether with the Audited Accounts of the Company for the financial year ended on 31stMarch 2018.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company's operation for the year ended 31stMarch 2018 are as under:

Amount in Lacs
PARTICULARS 31.03.2018 31.03.2017
Revenue from operations 2087.26 1807.68
Other Income 26.44 21.99
Total Income 2113.70 1829.66
Financial Costs 119.43 103.24
Depreciation 103.37 56.94
Profit/(Loss) before Tax 125.70 79.47
Less : Tax Expense / (Credit)
(1) Current tax 9.31 27.91
(2) Deferred tax (10.41) (51.60)
Profit After Tax 126.80 103.15
Paid Up Share Capital 683.60 200.00
Reserves & Surplus 578.58 384.58

PERFORMANCE

During the year under review the total income of the Company amounted to Rs. 2113.70lakhs as against Rs. 1829.66 lakhs during the previous year. There is an increase in theturnover 15.52% as compared to previous year. But company has generated a profit after taxof Rs. 126.80 Lacs during the financial year 2017-18 as against the last year Profit aftertax of Rs. 103.15 lacs. Your Directors are putting in their best efforts to improve theperformance of the company.

BUSINESS PROSPECTS

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 in-house 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.

DIVIDEND

Keeping in view the current financial position of the company economic scenario infinancial year 2017-18 and the future fund requirements of the Company your directors donot recommended any dividend for the financial year ended 31st March 2018.

SHARE CAPITAL

The issued subscribed and paid-up equity share capital of the company as on 31stMarch 2018 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.

• During the year The Company issued Bonus Shares of Rs. 30000000/- dividedinto 3000000 Equity Shares of Rs. 10/- each.

• During the year the Company issued 1836000 Equity Shares of Rs. 10 Each in theInitial Public Offer hence there is an increase in share capital by Rs. 18360000.

INITIAL PUBLIC OFFER (IPO)

During the year under review your company entered into the capital markets with apublic issue of 1836000 equity shares of Rs. 10/- each at a premium of Rs. 20/- pershare aggregating to Rs. 55080000/- which was fully subscribed. The equity shares havebeen listed and traded on the SME Platform of National Stock Exchange of India Ltd w.e.f.18th day of September 2018 and Subsequent to the IPO the issued subscribedand paid up capital of your company stands at Rs. 68360000/- divided into 6836000 equityshares of Rs. 10/- each. The Company has fully spent / utilized the proceeds of the fundsraised under the IPO as per the object of the Company and as per disclosures made on theprospectus. The disclosure in compliance with the SEBI Regulation 32 of the SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 is as under:

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 2017-18 and the date ofthis Report.

DIRECTORS' 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 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed 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 2018 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 of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 operatingeffectively; 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.

DEPOSITS

During the financial year 2017-18 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

APPOINTMENTS:

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 wereappointed as Additional Independent Directors on the Board of Directors of your Company atthe Board Meeting held on 07th Day of April 2017 to hold office up to 5 (five)consecutive years up to 13th Annual General Meeting of the Company.

b. Executive Director

In compliance with the provisions of Sections 152160 and 161 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 Mr. Minesh Shah and Mr. Dinesh Yadav wereappointed as Additional Executive Director on the Board of Directors of your Company atthe Board Meeting held on 18th May 2017 and 6th June 2017respectively.

c. Regularisation of Directors:

In compliance with the provisions of Sections 152160 and 161 and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 Mr. Mohan Pai and Mr. Atul Purohit were appointedas Independent Directors and Mr. Dinesh Yadav were appointed as Executive Director in theAnnual General Meeting held on 22nd June 2017.

APPOINTMENT OF KMPS:

a. Managing Director

In compliance with the provisions of Sections 196197 & 203 read with Rule 8 ofcompanies (Appointment and remuneration) Rules 2014 and other applicable provisions ifany of the Companies Act Mr. Mahendra Raju Director of the Company appointed asManaging Director of your Company for 5(Five) years in the Board Meeting held on 5thMay 2017 and approved by the shareholders in the Extra Ordinary General Meeting held on27th May 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. Priyanka Agarwal was appointed as Company Secretary of your Company inthe Board Meeting held on 18th day of May 2017.

*Ms Priyanka Agarwal resigned from the post of Company Secretary w.e.f. 22/09/2017 andMs. Poonam Sharma was appointed as Company Secretary in the Board Meeting held on 25thSeptember 2017.

RESIGNATION:

In compliance with the provisions of Sections Section 168(1) and other applicableprovisions if any of the Companies Act Mrs. Rajamma Raju Director of your Company wasresigned from the office of Director w.e.f. 10th day of April 2017 due to somepersonal reasons and old age.

Mr. Minesh Shah was resigned from the office of Additional Executive Director of theCompany w.e.f. 6th Day of June 2017.

The Directors and Key Managerial Personnel as on 31st March 2018 are asfollows:

Appointment and resignation of Directors in the year 2017- 18 as follows:

Sl. No Name Designation Appointment Resignation Date
1. Mr. Mohan Pai Independent Director Appointment 07/04/2017
2. Mr. Atul Prohit Independent Director Appointment 07/04/2017
3. Mrs. Rajamma Raju Executive Director Resignation 10/04/2017
10/04/2017
4. Mr. Bipin Patel Chief Financial Officer Appointment 10/04/2017
5. Mr. Mahendra Raju Managing Director Appointment 05/05/2017
6. Mr. Minesh Shah Ad. Executive Director Appointment Resignation as on 06/06/2017 18/05/2017
7. Ms.Priyanka Agarawal Company Secretary Appointment Resignation as on 22/09/2017 18/05/2017
9. Mr. Dinesh Yadav Ad. Executive Director Appointment 06/06/2017
11. Ms. Poonam Sharma Company Secretary Appointment 25/09/2017

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mrs. Mahalakshmi Raju (DIN: 02566021) who is retiring by rotation at thisAnnual General Meeting (AGM) and has sought re-appointment. Your Directors recommendre-appointment of her appointment as director.

NUMBER OF MEETINGS OF THE BOARD

Fifteen meetings of the Board were held during the year. The details of the number ofBoard and 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 criteria of independence as specified undersection 149 (6) of the Companies Act 2013 and they qualify to be Independent Directorsthey have also confirmed that they meet the requirements of Independent Directors asmentioned under regulation 16(1)(b) of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 the confirmation were noted 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.

BOARD EVALUATION

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" a part ofthis 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 as "AnnexureA" to the Board's report.

AUDITORS:

A. STATUTORY AUDITORS

At the Annual General Meeting held on 30th Day of September 2015 M/s SSRVand Associates Chartered Accountants Mumbai (FRN: 135901W) were appointed as statutoryauditors of the Company to hold office till the conclusion of 10th AnnualGeneral Meeting to be held in the calendar year 2019. In this regard the Company hasreceived a certificate from the auditors to the effect that if Annual Report 2017-18 theyare reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

B. SECRETARIAL AUDITOR

M/s. Sark and Associates Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2017-18 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2017-18 forms part of the Annual Report as "Annexure B" 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 2017-18

AUDITORS REPORT

The Auditors Report to the members on the accounts of the company for the financialyear March 31 2018 does not contain any qualification. The Auditors report and notes tothe financial statement are self explanatory and do not call for any further comments. Theauditors' report does not contain any qualifications reservations or adverse remarks.

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. Sark andAssociates Practicing Company Secretaries Mumbai has conducted secretarial Audit of thecompany for the financial year 2017-18. The secretarial Audit Report for the financialyear 2017-18 is annexed hereto and forms a part of this report. Secretarial Audit Reportis self 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 thefinancial year 2017-18.

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:

Earnings NIL
Outgo NIL

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 2018 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 C' in the prescribed Form MGT-9 which forms partof this report.

• The Paid up capital of the Company is Rs. 68360000/- consisting of 6836000equity shares of face value of Re.10/- each.

• The Board of Directors of the company consists of 5 Directors namely Mr.Mahendra Raju -Chairman and Managing Director Mr. Dinesh Yadav Whole- Time Director Mrs.Mahalakshmi Raju- Non Executive Director Mr. Mohan Pai-Independent Director and Mr. AtulPurohit- Independent Director of the Company.

• The secured debt of the company is Rs. 3.14 Lac Rupees as on 31stMarch 2018

• The Promoters holding is consists of 4999000 equity shares of Rs.10/- eachamounting to 73.13%.

• 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 economicfundamentals etc. In order to evaluate identify and mitigate these business risks theCompany 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 mentionedin the Corporate Governance Report annexed to this Report. The said policy is hosted onthe website of the Company website www.manavinfra.com.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 onsexual harassment during the financial year 2017-18.

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 as ‘AnnexureD'.

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 theregistered office of the Company on all working days except Saturdays between 11.00 a.m.and 1.00 p.m. up to the date of the meeting and any member interested in obtaining thesame may write to the Company Secretary. Upon such request the information shall befurnished.

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 annexed as ‘Annexure E' herewith and forms partof this 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.

GENERAL

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 itsemployees/Directors.

ACKNOWLEDGEMENTS

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
Place: Mumbai MAHENDRA RAJU
Date: 31st August 2018 CHAIRMAN & MANAGING DIRECTOR