M/s. Manjeera Constructions Limited
#711 Manjeera Trinity Corporate
JNTU- Hitech City Road
Your Directors have pleasure in presenting the 34th Annual Report of your Company alongwith the Audited Financial Statements for the financial year ended 31st March2021.
During the year under review performance of the Company on standalone and consolidatedbasis is as under:
(Rupees in Lakhs)
|Particulars || |
|FY 2020-21 ||FY 2019-20 ||FY 2020-21 ||FY 2019-20 |
|Revenue from operations ||3132.25 ||9690.81 ||6354.65 ||23497.02 |
|Other Income ||703.17 ||818.63 ||183.91 ||296.31 |
|Total Income ||3835.42 ||10509.44 ||6538.56 ||23793.33 |
|Less: Total Expenditure ||2947.84 ||9029.27 ||5541.64 ||22867.58 |
|Profit before Interest Depreciation and tax ||887.58 ||1480.17 ||996.93 ||925.74 |
|Less: Interest and Financial Expenses ||1779.91 ||1313.07 ||5599.11 ||4722.93 |
|Less: Depreciation ||31.87 ||46.24 ||608.84 ||634.78 |
|Profit Before share of profit in Associates ||(924.20) ||120.87 ||(5211.02) ||(4431.97) |
|Share of Profit in Associates ||- ||- ||- ||- |
|Profit Before Tax ||(924.20) ||120.87 ||(5211.02) ||(4431.97) |
|Tax Expense || || || || |
|Current Tax ||- ||- ||45.71 ||- |
|Tax for Previous Year ||- ||- ||- ||- |
|Deferred Tax ||(160.26) ||107.96 ||(160.26) ||107.96 |
|Net Profit / (loss) after Tax ||(763.94) ||12.90 ||(5096.48) ||(4539.94) |
|Proposed Dividend / Dividend paid ||- ||- ||- ||- |
|Tax on Dividend paid ||- ||- ||- ||- |
|Other Equity ||8300.70 ||9054.24 ||(2520.78) ||2555.07 |
|Paid Up Equity share Capital ||1250.84 ||1250.84 ||1250.84 ||1250.84 |
Operational Performance Review
Revenue from operations standalone basis decreased to 3132.25 Lakhs as againstRs. 9690.81 Lakhs in the previous year-a decline of 67.68%.
Cost of goods sold as a percentage to revenue from operations Increased to 14%as against 12.53% decrease in the previous year.
Employee cost as percentage to revenue from operations increased to 5.27%(Rs.165.05 lakhs) as against 3.00% in the previous year (Rs. 291.18 Lakhs). The employeecost increase as a percentage has resulted mainly on account of drop in the total revenuein spite of the fact the employee cost has come down in absolute terms from Rs. 291.18Lakhs during 2019-20 to Rs.165.05 Lakhs during 2020-21.
The Profit / (Loss) after Tax for the current year is (Rs.763.94) Lakhs asagainst Rs. 12.90 Lakhs in the previous year. The decrease in profit is mainly due todecrease in Sales and Other income (Interest and other Income) to the extent of Rs.6674.02 Lakhs and also due to increase in Finance cost to the extent of Rs.466.84 Lakhs.
On a consolidated basis the Company its subsidiaries and associate Companiesachieved operating revenue of Rs. 6354.65 Lakhs as against Rs. 23497.02 Lakhs - adecline of 72.96%.
The operations of the Company during the Financial Year 2020-21 were impacted due tothe COVID-19 Pandemic which is prevalent in majority of the countries. The outbreak ofCorona virus (COVID-19) pandemic globally and in India has been causing significantdisturbance and slowdown of economic activity. On 24th March 2020 theGovernment of India ordered a nationwide lockdown initially for 21 days and which wassubsequently extended in phases till mid of May 2020 to prevent community spread ofCOVID-19 in India resulting in significant reduction in economic activities. Measurestaken to contain the spread of the virus including travel bans quarantines socialdistancing and closure of non-essential services had triggered significant disruptions tobusinesses worldwide resulting in an economic slowdown.
COVID-19 is significantly impacting business operations of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lock down of production facilities etc. Your Company has taken necessary measures tocontain the spread of virus in the project sites and in the various offices from where theemployees are functioning. In spite of the various safety measures taken by the Companysome of the employees workers were infected with the virus.
Events subsequent to the date of financial statement
As per the requirement of Section 134(3)(l) of the Companies Act 2013 We herebyintimate that your Company has no significant material changes and commitments affectingfinancial position of the company between 31st March 2021 and the date of Board's Report
Economic and Business Review
The Indian economy is reported to have contracted by 7.3% in FY-2021. Most of the largeand medium businesses including banks in India have managed the pandemic risk prudently.However the badly hit sectors are MSME sports entertainment tourism hospitality andservice sectors. But we are confident that economic momentum will improve as the largedevelopmental projects like infrastructure and construction get into full swing. Despitethe pandemic the agricultural sector has done well in FY-21. With the prediction of anormal monsoon in FY-22 the agrarian sector is expected to do well in this year also.Being a developing nation India must catch up and align with the developed world in termsof economic recovery. Indian economy is projected to grow 11% in fY-22 backed by thebudget allocation for development activities and the ongoing vaccination drive. We arehappy that the various ministries of the Govt of India State governments and RBI areproactively working towards this. As a sign of recovery in the last quarter of FY-21 theIndian economy grew by 1.6%.
State of Companys Affairs
The year under review has seen significant reduction in turnover / business activity asthe impact of COVID 19 Pandemic has been fully felt almost throughout the year except forbrief spells of respite. The relief seen in the initial phase of Pandemic has beenshortlived and when signs of normalcy have started to appear the signs of 2ndwave have set in casting a spell on the economic activity revival. The impact is moreconspicuous in construction / real estate sector - particularly commercial real estatespace.
With the things starting to see normalcy from the effects of Pandemic now Your Companyhas started to pursue the Project at Ongole (Villas / Apartments) with few positivesignals / trends in the project area.
The Company has obtained all required approvals from the concerned authorities todevelop apartments complex by name "Newyork" at "Allasandra" nearYalahanka in Bangalore City on development basis. The project involves development of 5.61Lakh SFT of total area tentatively ( including the land owners share). The work on this isexpected to be started soon after the financial closure is achieved which is expectedshortly.
The work on the project called "Lake City" at Hafeezpet Hyderabad throughits associate (Vasavi Realtors LLP) has been progressing and it is expected to achievefaster pace during the year. The project involves development of residential apartmentsfor a total area of about 30 Lakhs SFT.
The Company has also been successful in acquiring a piece of land admeasuring 2.92Acres in Khanamet Near Hitech City Hyderabad through online auction conducted byTelangana State Government. The acquisition is meant for a residential complex to bedeveloped and it is being pursued for completing the formalities related to landacquisition and to take up all the works connected with the approvals and planning for theproject.
The Company is awaiting for RERA clearances to initiate the marketing activities.
Change in Nature of Business
During the period under review there has been no change in the nature of business ofthe Company.
Material changes if any affecting the financial position of the Company
There was no material change or commitment affecting the financial position of theCompany.
In View of the absence of profits during the current reporting period the Board ofDirectors has not recommended any Dividend for the Financial Year 2020-21.
Amounts Transferred to Reserves
No amount is proposed to be carried to General reserves and an amount of (Rs. 753.54)Lakhs (including other comprehensive income) is transferred to the Statement of Profit andLoss of Standalone Financials.
Listing of Equity Shares
The securities of the Company are listed at BSE Limited (BSE). Further the Company hasno equity shares carrying differential rights.
The paid up Equity Share Capital of the Company as on 31st March 2021 isRs. 1250.84 Lakhs. During the year the Company has neither issued shares withdifferential voting rights nor granted stock option or sweat equity.
Number of Board Meetings
Regular meetings of the Board were held to review the performance of the Company todiscuss and decide on various business strategies policies and other issues.
During the Financial year 2020-214 meetings of the Board of Directors of the Companywere held on 29.06.2020 14.09.2020 12.11.2020 and 12.02.2021. The intervening gapbetween two consecutive meetings was not more than 120 days. Detailed information on themeetings of the Board is included in the Corporate Governance Report which forms part ofthe Annual Report.
Committees of the Board
Currently the Board has four committees: The Audit committee Nomination andRemuneration Committee Corporate Social Responsibility Committee and StakeholdersRelationship Committee.
The composition of the committees in compliance with the applicable provisions of theAct and Rules is as given below:
The Audit Committee comprises of three directors:
Mr. DLS Sreshti
Mr. K Krishna Murty
Ms. G Veena
The Audit committee of the Board of directors was constituted in conformity with therequirements of Section 177 of the Act and regulation 18 of the Listing Regulations andits role has been the same as stipulated in the Act and the Regulations mentioned above.All recommendations made by the Audit committee during the year were accepted by theBoard.
Nomination & Remuneration Committee:-
The Nomination & Remuneration Committee comprises of three directors:
Mr. DLS Sreshti
Mr. K. Krishna Murty
Ms. G Veena
The Nomination and remuneration committee of the Board of directors was constituted inconformity with the requirements of Section 178 of the Act and Regulation 19 of theListing Regulations and its role has been the same as stipulated in the Act and theRegulations mentioned above.
Stakeholders Relationship Committee:-
The Stakeholders' Relationship Committee comprises of three Directors:
Mr. K. Krishna Murty
Mr. DLS Sreshti
Ms. G Veena
The Stakeholders Relationship committee of the Board of directors was constituted inconformity with the requirements of Section 178 of the Act and Regulation 20 of theListing Regulations and its role has been the same as stipulated in the Act and theRegulations mentioned above.
Corporate Social Responsibility Committee:-
The Corporate Social Responsibility Committee comprises of three Directors:
Mr. K Krishna Murty
Mr. DLS Sreshti
Mr. G Yoganand
The Corporate Social Responsibility committee of the Board of directors was constitutedin conformity with the requirements of Section 135 of the Act. The Committee monitored theimplementation of the CSR Policy from time to time.
A detailed note on the Board and its Committees is provided in the Corporate GovernanceReport.
As per the provisions of Section 73 of the Companies Act 2013 read along withCompanies (Acceptance of Deposits) Rules 2014
Your Company has not accepted any deposits from the public and is therefore notrequired to furnish information in respect of outstanding deposits under Non-BankingNon-Financial Companies (Reserve Bank) Directions 1966 during the year under review.
The company does not have any unclaimed or unpaid deposits at the end of the year underreview or any other previous year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors:
The Board of directors of the Company has an optimum combination of ExecutiveNon-Executive and Independent Directors with one woman Director.
Independent and Non-executive Directors
As prescribed under SEBI (LODR) Regulations 2015 and as per Section 149(6) of theCompanies Act 2013 the particulars of Non-Executive and Independent Directors are asunder:
Mr. K Krishna Murthy Mr. D L S Sreshti and Mr. Sudhakar Gande
Changes in Directors:
(a) During the year under review the Board of Directors of the Company at theirmeeting held on 29th June 2020 based on the recommendations of the Nominationand Remuneration Committee approved the appointment of Mr. Sudhakar Gande as IndependentNon-Executive
Additional Director and Mr. Vivekanand Gajjala as Non-Executive Additional Directorand the proposal for the regularization of appointment of said directors was approved bythe shareholders in 33rd AGM held on 19.12.2020.
(b) Re-appointment of Ms. Gajjala Veena who will be retiring by rotation and beingeligible has offered herself for re-appointment.
Changes in Key Managerial Personnel (KMP): During the year under review
Mr. CH N V Rambabu was appointed as a Company Secretary and Compliance officerof the company w.e.f. 29.06.2020.
Mr. P R R V V N E Prasad Raju resigned as a CFO of the Company w.e.f.29.06.2020.
Ms. Archana Yanamandra has been appointed as CFO of the Company w.e.f.14.09.2020 and resigned w.e.f. 10.12.2020.
Mr. Gajjala Yoganand Managing Director is continuing as the KMP of the Company.
Mr. Krishna Gokeda was appointed as CFO of the company w.e.f 09.06.2021.
Performance Evaluation of the Board
Pursuant to the provisions of the Act and the listing regulations the Board hascarried out annual performance evaluation of its own the individual directors as well asthe Board committees (Audit committee Nomination and Remuneration committee CorporateSocial Responsibility committee and Stakeholders Relationship committee). A structured setof criteria was adopted after taking into consideration the inputs received from thedirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance. Evaluation of the Board members is conductedon an annual basis by the Board Nomination and Remuneration committee and IndependentDirectors with specific focus on the performance and effective functioning of the Boardand individual directors.
The Nomination and Remuneration committee had specified criteria for performanceevaluation of Directors Committees and Board as a whole and recommended the same to theBoard for evaluation.
Performance indicators for evaluation of Independent directors:
Independent directors have three key roles - governance control and guidance. Some ofthe performance indicators based on which the Independent directors are evaluated are:
Ability to contribute to and monitor corporate governance practices.
Ability to contribute by introducing international best practices to address topmanagement issues.
Active participation in long term strategic planning.
Commitment to the fulfilment of a Director's obligations and fiduciaryresponsibilities.
Attendance: The performance evaluation of Independent or non-executive directors isdone by the Board annually based on criteria of attendance and contributions at Board /Committee meetings as also the role played other than at meetings.
The evaluation process also considers the time spent by each of the Board members corecompetencies personal characteristics accomplishment of specific responsibilities andexpertise.
Policy on Directors Appointment Remuneration & Other details
The Company adopted a policy relating to the remuneration. This Policy covers theremuneration and other terms of employment for the Company's Executive Team. Theremuneration policy for members of the Board and for management aims at improving theperformance and enhancing the value of the Company by motivating and retaining them and toattract the right persons to the right jobs in the Company. The object of thisRemuneration Policy is to make your Company a desirable workplace for competent employeesand thereby secure competitiveness future development and acceptable profitability. Inorder to achieve this it is imperative that the Company is in a position to offercompetitive remuneration in all its operational locations.
A detailed policy on remuneration of the Directors and Senior Management is placed onthe Company's website under the web link: https://www.manjeera.com.
Policy for Selection of Directors and Determining Directors Independence
The Nomination and Remuneration committee identifies persons who are qualified tobecome directors and who may be appointed in senior management in accordance with thecriteria laid down and recommend to the Board for their appointment and removal.
The Criteria for the Appointment of Directors KMPs and Senior Management
A person for appointment as director KMP or in senior management should possessadequate qualifications expertise and experience for the position considered forappointment. The Nomination and Remuneration committee decides whether qualificationexpertise and experience possessed by a person are sufficient for the concerned position.The committee ascertains the credentials and integrity of the person for appointment asdirector KMP or senior management level and recommends to the Board his / herappointment.
The Committee while identifying suitable persons for appointment to the Board willconsider candidates on merit against objective criteria and with due regard for thebenefits of diversity on the Board.
The Nomination and Remuneration committee shall assess the independence of directors atthe time of appointment re-appointment and the Board shall assess the same annually. TheBoard shall re-assess determination of independence when any new interests orrelationships are disclosed by a Director.
The criteria of independence are as prescribed in the Act and the listing regulationsand the Independent directors shall abide by the Code specified for them in Schedule IV ofthe Act.
Receipt of any commission by MD/WTD from Company or receipt of commission/remunerationfrom its holding or subsidiary.
Details of Remuneration / commission received by MD / WTD from Company itsholding/subsidiary companies is provided in the extract of Annual return in prescribedform MGT 9.
Directors Responsibility Statement
Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
(c) they took proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;
(d) they prepared the annual accounts on a going concern basis;
(e) they laid down internal financial controls to be followed by the company and thatsuch internal financial controls were adequate and operating effectively; and
(f) they devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return
As required under the provisions of Section 134(3) (a) and of section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extract of annual return in Form No.MGT-9 forms part of this report asAnnexure I.
In compliance with the Companies (Audit and Auditors) Rules 2014 M/s. M. Bhaskara Rao& Co. Chartered Accountants has been appointed as Statutory Auditors of the Companyby the members at their 33rd Annual General Meeting held on 19thDecember 2020 to hold office from the conclusion of 33rd Annual GeneralMeeting (AGM) till the conclusion of 38th Annual General Meeting (AGM')of the company.
The Auditor's Report for Standalone Financial Statements for the financial year 2020-21does not contain any qualification reservation or adverse remark. The Auditor's Report isenclosed with the financial statements in this Annual Report.
The Notes on Accounts referred to in the Auditors Report are self-explanatory andtherefore do not require any further comments.
The Standalone Financial Statements doesn't contain any qualification but the auditorsof the Subsidiary Company "Manjeera Retail Holdings Private Limited" haveexpressed following Qualified Opinion Disclaimer of Opinion and Emphasis of Matter whichare reflected in the consolidated financial statements:
|Observation ||Management Views |
|Basis for Qualified Opinion: As detailed in note 2.i in the accompanying consolidated financial results inventory of properties under development at March 31 2021 include interest cost on the borrowings capitalized in the earlier years Rs. 3055.98 Lakhs (Upto March 31 2020 Rs. 3149.78 Lakhs) which in their opinion is not in accordance with the requirements of Indian Accounting Standards (Ind AS) 23 "Borrowing Cost". Had the Company followed the accounting principles as laid down under Ind AS 23 the balance of inventories and Other Equity as at March 31 2021 would have been lower by Rs. 3055.98 Lakhs (March 31 2020: Rs. 3149.78 Lakhs). Our Audit Report for previous year was also Qualified in respect of this matter. ||The project being executed by the subsidiary is still under progress of construction and capable of having a cash flows including the interest capitalized. Hence in the opinion of the management capitalization is in accordance with the Ind AS 23 " Borrowing Cost". As a result it does not require any adjustment to the financial statements. |
|Emphasis of Matter We draw attention to Note: 2 of the Statement which describes the uncertainties and the management's assessment of the financial impact due to lock down and other restrictions and conditions related to COVID-19 pandemic situation for which a definitive assessment of the impact in the subsequent period is highly dependent on future economic developments and circumstances as they evolve. Our opinion is not modified in this matter. ||The Company made a detailed assessment of it's liquidity position for the next year and the recoverability and carrying value of it's assets comprising property plant and equipment investment properties inventory receivables other financial and non financial assets etc. Based on current indication of future economic conditions the Company expects to recover the carrying amount of these assets. The situation is changing rapidly giving rise to inherent uncertainty around the extent and timing of the potential future impact of COVID-19 which may be different from that estimated as at the date of approval of these financial statements. |
Reporting on Fraud
The Auditors have not reported any offence involving fraud committed against theCompany by the officers or employees of the Company under sub section (12) of section 143to Board.
The Statutory Audit Report for the financial year 2020-21 is annexed herewith in Annualreport .
Your Company does not qualify for the eligibility norms of Companies (Cost Records andaudit) Rules 2014 regarding appointment of Cost Auditor for conducting cost audit.Accordingly Cost Audit was not conducted for the Financial Year 2020-21. However thecompany is maintaining adequate cost records as stated under the said rules.
Secretarial audit report
During the year under review the Company has complied with the provisions ofRegulation 24A of the Listing Regulations.
In terms of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of your Companyat its meeting held on 14th August 2021 has appointed R & A Associates as SecretarialAuditor to undertake the Secretarial Audit of the Company to conduct the Secretarial Auditfor the financial year 2021-22.
The secretarial Audit Report for the financial year ended 31st March 2021 is annexedherewith as Annexure II to this report.
Particulars of Loan Guarantees and Investments and Securities
The details of loans given guarantees provided and investments made during thefinancial year ended on March 31 2021 are enclosed in Annexure III to this Report incompliance with the provisions of Section 186 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014.
The particulars of aggregate loans guarantees and investments under Section 186 of theAct are disclosed in Financial Statements which may be read as part of this Report.
Particulars of Contracts / Arrangements with Related Parties
During the financial year 2020-21 your Company has entered into transactions withrelated parties as defined under Regulation 23 of the SEBI (LODR) Regulations 2015 andsection 2(76) of the Companies Act 2013 read with Companies (Specifications ofdefinitions Details) Rules 2014 all of which were in ordinary course of Business and onarm's length basis and in accordance with the provisions of the Companies Act 2013 readwith the Rules issued thereunder and the Listing Regulations. Further there were notransactions with related parties which qualify as material transactions under the ListingRegulations.
The details of the related party transactions as per Accounting Standard 18 are set outin Note 36 to the standalone financial Statements forming part of this report.
The particulars of contracts/arrangements made with related parties as required underSection 134(3)(h) of the Companies Act2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 is set as Annexure IV.
Conservation of Energy Technology Absorption Foreign Exchange Earnings & Outgo
As the Company is not engaged in the manufacturing activity and at present it carriesout the construction activities only the prescribed information regarding compliance ofrules relating to conservation of Energy & Technology absorption pursuant to section134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts)Rules 2014 is not provided as the same is not applicable to the Company.
The Company does not have any Foreign Exchange Earnings & Outgo during thefinancial year and hence provisions of Section 134(3)(m) of the Companies Act 2013 readwith Rule 8(3)(c) of the Companies (Accounts) Rules 2014 regarding disclosure of ForeignExchange Earnings & Outgo is not applicable.
Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company's website i.e. www.manieera.com
i. Code of Conduct for Regulating & Reporting Trading by Insiders and for FairDisclosure 2015
ii. Policy on preservation of Documents
iii. Risk Management Policy
iv. Related Party Policy
v. Policy on Disclosure of Material Events
vi. Policy on Sexual Harassment of Employees
vii. Policy on Material Subsidiary
viii. Nomination and Remuneration Committee Policy
ix. Corporate Social Responsibility Policy
x. Whistle Blower Policy
Details of Subsidiary Joint Venture or Associates
Manjeera Retail Holdings Private Limited (MRHPL) is a wholly owned subsidiary ofManjeera Constructions Ltd. (MCL). The Company has inherent skills and resources anddeveloped Manjeera Mall Manjeera Trinity Corporate 18 storied office building ManjeeraMajestic Commercial Manjeera Majestic Homes a residential building with 255 apartmentsby using innovative technology through value engineering.
MTM Estates and Properties Private Limited is a wholly owned subsidiary of MCL. TheCompany has not yet taken up any business activity and it was felt desirable that thiscompany be struck off from the rolls of Registrar of Companies and an application has beento ROC accordingly and hence the financials of Manjeera Constructions Ltd for the year2020-21 does not include the financials of MTM Estates and Properties Private Limited.
GM Infra Ventures Private Limited a wholly owned subsidiary company developed an A+Office building "THE PLATINA" is certified as Gold rated by Indian greenBuilding council for core and shell at Gachibowli.
The company has disinvested its shareholding in its subsidiary Manjeera DevelopersPrivate Limited which has commenced its business on 05.07.2019 during the year afterfollowing the due process.
Other details of Subsidiary companies & Associates are attached as Annexure V inForm AOC-1 to the Directors' report.
All the properties of the Company including buildings plant and machinery and stockshave been adequately insured.
Significant and Material Orders Passed By the Courts / Regulators
During financial year 2020-21 there were no significant and / or material orderspassed by any Court or Regulator or Tribunal which you may impact the going concernstatus or the Company's operations in future.
Internal Financial Control System
The Companies Act 2013 has mandated the Company to have a formal framework of InternalFinance Controls (IFC) and has also laid down specific responsibilities on the BoardAudit Committee Independent Director and Statutory Auditors with regard to IFC.
The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organization to maintain the samestandard of the control systems and in managing any default on timely basis because ofstrong reporting mechanisms followed by the Company.
The Statutory Auditors of the Company has audited the IFC over Financial Reporting andtheir Audit Report is annexed as Annexure - B to the Independent Auditor's Report underStandalone Financial Statements.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 124 (5) of the Act (section 205A of the CompaniesAct 1956) an amount of '70924/- relating to FY 2012-13 which remained unclaimed for aperiod of 7 years was transferred by the Company on 24-12-2020 to the Investor Educationand Protection Fund.
"Pursuant to the provisions of section 124 (6) of the Companies Act 2013 readwith the IEPF Rules the Company is in the process of transferring the shares belonging tothe shareholders who did not claim dividends for seven consecutive years to IEPFAccount."
Declaration by Independent Directors
Mr. K. Krishna Murty Mr. DLS Sreshti and Mr. Sudhakar Gande are the IndependentDirectors on the Board of the Company.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theSection 149 of the Companies Act 2013 and SEBI Listing Regulations with the StockExchange.
Disclosure on establishment of Vigil mechanism
The Company established a vigil mechanism for directors and employees to report genuineconcerns pursuant to Section 177 of the Act. The vigil mechanism provided for adequatesafeguards against victimisation of employees who use such mechanism and for direct accessto the chair person of the Audit committee in appropriate or exceptional cases.
The policy lays down the mechanism for making enquiry into whistle blower complaintreceived by the Company. Employees who may become aware of any alleged wrongful conductare encouraged to make a disclosure to the Audit committee.
The details of such mechanism are communicated to all the directors and employees andit was also disclosed on the website of the Company at www.manieera.com.
Corporate Social Responsibility (CSR) policy
The Company has constituted Corporate Social Responsibility Committee (CSR) of theBoard of Directors in accordance with the provisions of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility) Rules 2014 and formulatedpolicy of CSR.
The composition of the CSR Committee average net profits of the Company for the pastthree financial years prescribed CSR expenditure and details of amount spent on CSRactivities during the year have been disclosed in Annexure VI to this Report as mandatedunder the said Rules.
Particulars of Employees
Table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure VII to this Report.
During the year none of the employees have received monthly or yearly remuneration morethan the limit specified under the Section 197(12) of the Companies Act2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Management Discussion and Analysis Report
The Management Discussion and Analysis for the year under review as stipulated underRegulation of the Listing Agreement with Stock Exchange in India forms an integral part ofthis Annual report and gives details of the overall industry structure economicdevelopments performance and state of affairs of your Company is attached as AnnexureVIII.
Disclosures under Regulation 34(3) read with Schedule V of the listing Regulations
(' in Lakhs)
|SI In the accounts of No ||Particulars ||Amounts at the year ended 2020-21 ||Maximum amount of loans / advances / investments outstanding during the year 2020-21 |
|1. Manjeera Constructions Limited (Holding Company) ||Loan Given to: Manjeera Retail Holdings Private Limited (Wholly Owned Subsidiary Company) ||5225.09 ||5338.11 |
Report on Corporate Governance
Pursuant to Regulation 34 of the SEBI (LODR) Regulation 2015 a separate report onCorporate Governance together with a certificate from the Company's Auditors confirmingthe compliance of conditions of Corporate Governance is attached as Annexure IX to thisreport.
During the year under review your Company enioyed cordial relationship with employeesat all levels.
Risk Management Policy
The Company has a risk management policy in place. The policy works at various levelsof the organization. Risk management process has been established and is designed toidentify the elements of risk including those that may threaten the existence of theCompany. Policy on Risk Management is available on the Company's website at the web linkwww.manjeera.com.
In 2021 India and other parts of the world were hit by the second wave of COVIDdisrupting the momentum of economic activity in the country. Over this past year we werefocused to ensure the safety and wellbeing of our employees. All our sites wereoperational during the year following the safety guidelines set by the Government. YourCompany is pro-actively putting in place the required efforts to ensure safety andcontinuity of the business both at the unit as well as at the Corporate level.
Covid-19 Response: The Covid-19 pandemic and the consequent lockdown posed a formidablechallenge to the Company's operations and the well-being of its employees. In recognitionof the seriousness of the threat the Company put in place stringent safety protocols atthe beginning of the crisis and established teams tasked with ensuring that Company'semployees and business associates were permitted to operate in view of their essentialnature did so with all risk mitigation measures in place. Extensive communication andtraining on safety protocols at the workplace for employees' provision of protectiveequipment and the rapid adoption of working from home where feasible were undertaken.
Dividend Distribution Policy
The Dividend Distribution policy as stipulated under Regulation 43A of the ListingRegulations is not required to be disclosed in the annual report and on the website of theCompany as the provisions of the said regulation are not applicable to your Company.
Green initiative in Corporate Governance by Honble Ministry of Corporate Affairs
The Ministry of Corporate Affairs (MCA) has taken a green initiative in CorporateGovernance by allowing paperless compliances by the Companies and permitted the service ofAnnual Reports and documents to the shareholders through electronic mode subject tocertain conditions and the Company continues to send Annual Reports and othercommunications in electronic mode to the members having email ids.
Disclosures under Sexual Harassment of Women at workplace (Prevention Prohibition& Redressal) Act 2013
Your Company believes in providing a safe and harassment free workplace for everyindividual working in Manjeera Constructions Limited's premises through variousinterventions and practices. The Company endeavours to create and provide an environmentthat is free from discrimination and harassment including sexual harassment.
In this light the company has framed a well defined policy on Prevention of SexualHarassment for an employee and lays down the guidelines for identification reporting andprevention of undesired behaviour.
During the year under review there were no reported instances of cases filed pursuantto Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which operates under a defined redressal system forcomplaints pertaining to sexual harassment of women at the workplace.
The Internal Complaints Committee is consisting of following members:
1. Gajjala Veena (Chairman)
2. K Sujatha
3. M V N Ramanjaneyulu
4. SV Chiranjeevi
5. Devi Prasanna
6. Ashwini M
7. Gokul Krishna J
Compliance with Secretarial Standards on Board and Annual General Meetings
During the year under review the Company has complied with secretarial standardsissued by the Institute of Company Secretaries of India on Board Meetings and AnnualGeneral Meetings.
Event Based Disclosure
Your directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions / events on these items during the yearunder review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including Sweat Equity Shares) to employees of the Company underany Scheme including ESOS.
3. Significant & material orders passed by the regulators or courts or tribunal
4. Significant orders passed by the authorities which impact the going concern statusand Company's operations in future.
Your Directors would like to express their sincere appreciation and gratitude for thesupport and co-operation received from the Central and State Governments GreaterHyderabad Municipal Corporation Stock Exchanges Ministry of Corporate AffairsShareholders Bankers Financial Institutions Customers Suppliers Contractors and otherAssociates for their continued support to the Company.
The Company enjoyed very cordial and fruitful relations with the employees during theyear under review and the Management wishes to place on record its sincere appreciation ofthe efforts put in by the Company's executives staff and workers for achieving reasonableresults under demanding circumstances.
| || |
For and on behalf of the Board of Directors of
| || ||M/s. Manjeera Constructions Limited |
|Place: Hyderabad ||G. Yoganand ||K. Krishna Murty |
|Date: 14.08.2021 ||Managing Director ||Director |
| ||(DIN 00850735) ||(DIN 01466390) |