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Manjeera Constructions Ltd.

BSE: 533078 Sector: Infrastructure
NSE: MANJEERA ISIN Code: INE320D01018
BSE 15:06 | 28 Jul 37.75 -1.95
(-4.91%)
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NSE 05:30 | 01 Jan Manjeera Constructions Ltd
OPEN 41.65
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VOLUME 879
52-Week high 41.65
52-Week low 23.75
P/E
Mkt Cap.(Rs cr) 47
Buy Price 37.75
Buy Qty 31.00
Sell Price 40.45
Sell Qty 10.00
OPEN 41.65
CLOSE 39.70
VOLUME 879
52-Week high 41.65
52-Week low 23.75
P/E
Mkt Cap.(Rs cr) 47
Buy Price 37.75
Buy Qty 31.00
Sell Price 40.45
Sell Qty 10.00

Manjeera Constructions Ltd. (MANJEERA) - Director Report

Company director report

To

The Members

M/s. Manjeera Constructions Limited #711 Manjeera Trinity Corporate JNTU- Hitech CityRoad Kukatpally Hyderabad-500072

Your Directors have a great pleasure in presenting the 33rdAnnual Report ofyour Company along with the Audited Financial Statements for the financial year ended 31stMarch 2020.

Financial Highlights

During the year under review performance of the Company on standalone and consolidatedbasis is as under:

Particulars

Standalone

Consolidated
FY 2019-20 FY 2018-19 FY 2019-20 FY 2018-19
Revenue from operations 9690.81 7672.75 23497.02 23454.22
Other Income 818.63 1226.20 296.31 568.59
Total Income 10509.44 8898.95 23793.33 24022.81
Less: Total Expenditure 9029.27 7290.06 22867.58 20462.80
Profit before Interest Depreciation and tax 1480.17 1608.89 925.74 3560.01
Less: Interest and Financial Expenses 1313.07 1238.56 4722.93 3448.53
Less: Depreciation 46.24 46.52 634.78 618.24
Profit Before share of profit in Associates 120.87 323.81 (4431.97) (506.76)
Share of Profit in Associates - - - (0.75)
Profit Before Tax 120.87 323.81 (4431.97) (507.51)
Tax Expense
Current Tax - 131.00 - 147.82
Tax for Previous Year - - - -
Deferred Tax 107.96 (81.59) 107.96 (81.59)
Net Profit / (loss) after Tax 12.90 274.41 (4539.94) (573.74)
Proposed Dividend / Dividend paid - - - -
Tax on Dividend paid - - - -
Other Equity 9054.24 9032.23 2555.07 7088.31
Paid Up Equity share Capital 1250.84 1250.84 1250.84 1250.84

Operational Performance Review

Revenue from operations standalone basis increased to 9690.81 Lacs as against `7672.75Lacs in the previous year-a growth of 26.30%.

Cost of goods sold as a percentage to revenue from operation increased to 87.47% asagainst 86.33% in the previous year.

Employee cost as percentage to revenue from operation increased to 3.00% (`291.18 lacs)as against 3.77% in the previous year ( ` 288.98 Lacs).

The Profit after Tax for the current year is `12.90 Lacs as against `274.41 Lacs in theprevious year. The decrease in profit is due to decrease in Other income (Interest andother Income) to the extent of `407.57 Lacs increase in Finance cost to the extent of`74.51 Lacs.

On a consolidated basis the Company its subsidiaries and associate Companiesachieved operating revenue of `23497.02 Lacs as against `23454.22 Lacs – a growth of0.18%. Total comprehensive income for the year attributable to non-controlling interestfor the group for the current year is `12.03 Lakhs as against (366.67) Lakhs in theprevious year.

The pandemic of Covid-19 and consequent lockdown at the end of the financial year hadlimited affect for 2020.

World Health Organisation (WHO) declared Coronavirus Disease (COVID-19) a globalpandemic on March 11 2020. Consequent to this Government of India declared lockdown onMarch 23 2020 and the Group suspended the operations in compliance with the lockdowninstructions given by Central and State Governments. COVID-19 has impacted the normalbusiness operations of the Group by way of interruptions in project disruptions supplychain disruptions unavailability of personnel closure of malls let out on etc. duringthe lock down period.

The Group made a detailed assessment of it's liquidity position for the next year andthe recoverability and carrying value of it's assets comprising property plant andequipment investment properties investments inventory advances receivables otherfinancial and non financial assets etc. Based on current indication of future economicconditions the Group expects to recover the carrying amount of these assets. Thesituation is changing rapidly giving raise to inherent uncertainty around the extent andtiming of the potential future impact of COVID-19 which may be different from thatestimated as at the date of approval of these financial statements.

The Central and State Governments have initiated steps to lift the lockdown and theGroup will adhere to the same as it reassumes it's activities. Construction at sitesalready restarted. Since it is only few weeks into the pandemic the Group will continueto closely observe the evolving scenario and take into account any future developmentsarising out of the same.

Economic and Business Review

Global economy is experiencing a significant slowdown with growth being 2.3% for 2019reflecting yet one of the slowest paces of expansion since 2008. Growth is forecast toslowdown to 2.0% in 2020 before experiencing a modest pickup in 2021 amid a globalpandemic and an uncertain economic and geopolitical environment. According to theInternational Monetary Fund (IMF) the global economy is expected to shrink by over 3 percent in 2020 the steepest slowdown since the Great Depression of the 1930s.Optimisticallyif the pandemic is gradually contained in the second half of 2020 and economy slowlyreverts to a growth momentum the economy is projected to grow by 5.8% in 2021 helpedalso by policy and fiscal supports of the Governments. Going forward with consumptiondriven private expenditure growth dwindling due to prolonged disruptions and labourmigration; investment contraction due to uncertain demand and stretched corporate balancesheets; government expenditure and fiscal support will form the growth engine in FY2020-21.

State of Company's Affairs

It was mentioned in our annual report for the year 2018-19 that the Company hasincorporated a Special purpose vehicle (Manjeera Hospitality (Amaravati) Pvt Ltd) todevelop a hotel at Amaravati the state capital of Andhra Pradesh. However with the latestdevelopments in the state of Andhra Pradesh with regard to the division / shifting ofcapital from Amaravati it is thought that it is not advisable to proceed with theproposed plan of setting up of hotel project. Hence the Proposal is put on hold for thetime being till there emerges clarity.

The Project at Ongole (Villas / Apartments) has not been vigorously pursued in view ofthe uncertainties prevailing in the real estate market as a cascading effect of theCapital related issues in the state of Andhra Pradesh.

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.

The Company through its associate (Vasavi Realtors LLP) has started the works onresidential project called "Lake City" at ‘Hafeezpet' in Hyderabad –on development basis – and the Project work is going on smoothly as envisaged. Theproject involves development of residential apartments for a total area of about 30 LakhsSFT.

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.

Dividend

With a view to redeploy the profits for current/future business of the Company theBoard of Directors has not recommended the Dividend for the Financial Year 2019-20.

Amounts Transferred to Reserves

No amount is proposed to be carried to General reserves and an amount of `22.01 Lakhs(including other comprehensive income) is retained as surplus in the Statement of Profitand Loss 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.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2020 is `1250.84Lakhs. During the year the Company has neither issued shares with differential votingrights 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 2019-20 5 meetings of the Board of Directors of the Companywere held on 22.05.201903.08.2019 28.09.2019 09.11.2019 and 03.02.2020. The interveninggap between two consecutive meetings was not more than 120 days. Detailed information onthe meetings of the Board is included in the Corporate Governance Report which forms partof the 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:

Audit Committee:

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' Relation Committee:-

The Stakeholders' Relation 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 constitutedinconformity 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.

Public Deposits

As per the provisions of Section 73 of the Companies Act 2013 read along withCompanies (Acceptance of Deposits) Rules 2014

(a) 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. (b)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) The Board of Directors of the Company at their meeting held on 29thJune 2020 based on the recommendations of the Nomination and Remuneration Committeeapproved the appointment of Mr. Sudhakar Gande as Independent Non-Executive AdditionalDirector and Mr. Vivekanand Gajjala as Non-Executive Additional Director the proposal forthe regularization of appointment of said directors will be placed in the ensuing AGM forthe approval of shareholders.

(b) Re-appointment of Ms. Gajjala Veena who will be retiring by rotationand beingeligible has offered herself for re-appointment.

Changes in Key Managerial Personnel (KMP): During the year under review

Ms. Sucharitra Sahoo Company Secretary & Compliance Officer of the company wasresigned w.e.f. 04.08.2019

Ms. Neha Mishra was Appointed as a Company Secretary and Compliance officer of thecompany w.e.f 28.09.2019 and resigned from the Company w.e.f. 13.03.2020

Mr. CH N V Rambabu was designated as a Compliance officer of the company w.e.f.14.03.2020 and was appointed as a Company

Secretary and Compliance officer of the company w.e.f. 29.06.2020.

Mr. R R VV NE 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

Mr. Gajjala Yoganand Managing Director is continuing as the KMP of the Company.

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 – governancecontrol and guidance. Someof the 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 fulfillment 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 itis 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 qualificationsexpertise 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 ofcommission/remuneration from 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.

Director's 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 as AnnexureI.

Statutory Auditors

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 30th Annual General Meeting held on 29th September 2017 to holdoffice for their first term of 3 (Three) years i.e. till the conclusion of Annual GeneralMeeting (‘AGM') for the financial year 2019-20.

The Audit Committee and Board of Directors of the Company respectively at their meetingheld on 22nd May 2020 subject to approval of the shareholders recommended there-appointment of M/s. M. Bhaskara Rao & Co. Chartered Accountants having FirmRegistration No. 000459S as the Statutory Auditors of the Company for a second term of 5(Five) consecutive years to hold office for a term of 5 (five) years i.e. from theconclusion of ensuing AGM till the conclusion of AGM for the financial year 2024-25.

The Auditor's Report for the financial year 2019-20 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclosed with the financialstatements 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 at 31 March 2020 inventory of properties under development include interest cost on the borrowings capitalised to the tune of ` 3149.78 Lakhs (As at 31 March 2019: `5730.39 Lakhs) including the interest cost on borrowings capitalized during the year ended 31 March 2020 – ` Nil (Year Ended 31 March 2019 - `2065.29 Lakhs) which in our 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 loss for the year ended 31 March 2020 would have been higher by ` Nil (Year Ended 31 March 2019 – `2065.29 Lakhs) and consequently the balance of inventories and reserves and surplus as at 31 March 2020 would have been lower by `3149.78 Lakhs (As at 31 March 2019: `5730.39 Lakhs). Management on the basis of the assessment of the progress of the construction is of the view that there is active development of the projects. Hence criteria of inventorisation as per the requirement of Indian Accounting Standards (Ind AS) 23 "Borrowing Cost" is met. During the year 2019-20 there was no addition to the inventory representing the interest on borrowings.
Emphasis of Matter We draw attention to Note 38 to the standalone financial statements which describes the possible effect of the uncertainties relating to COVID-19 pandemic on the Company's financial performance as assessed by the management. 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 raise 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.

Cost Auditor

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 2019-20. 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 03rd August 2019 has appointed R & A Associates as SecretarialAuditor to undertake the Secretarial Audit of the Company to conduct the Secretarial Auditfor the financial year 2020-21. The secretarial Audit Report for the financial year ended31st March 2020 is annexed herewith 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 2020 are enclosed in Annexure III to this Reportin compliance with the provisions of Section 186 of the Act read with the Companies(Meetings of the Board and its Powers) Rules 2014. The particulars of aggregate loansguarantees and investments under Section 186 of the Act are disclosed in FinancialStatements which may be read as part of this Report.

Particulars of Contracts / Arrangements with Related Parties

During the financial year 2019-20 your Company has entered into transactions withrelated parties as defined under Regulation 23 of the SEBI (LODR) Regulations 2015andsection 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 Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules2014 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.manjeera.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.

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.

Manjeera Developers Private Limited a Subsidiary company of MCL. The company hascommenced its business on 05.07.2019.

Other details of Subsidiary companies & Associates are attached as Annexure Vin Form AOC-1 to the Directors' report.

Insurance

All the properties of the Company including buildingsplant and machinery and stockshave been adequately insured.

Significant and Material Orders Passed By the Courts / Regulators

During financial year 2019-20 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 `99328/- relating to FY 2011-12 which remained unclaimed for aperiod of 7 years was transferred by the Company on 05-11-2019 to the Investor Educationand Protection Fund.

Declaration by Independent Directors

Mr. K. Krishna Murty Mr. DLS Sreshti and Mr. Sudhakar Gandeare 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 chairperson of the Audit committee inappropriate 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.manjeera.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 Companyfor the past three financial years prescribed CSR expenditure and details of amount spenton CSR activities during the year have been disclosed in Annexure VI to thisReport as mandated under 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) Rules2014.

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

SI. No In the accounts of Particulars Amounts at the year ended 2019-20 Maximum amount of loans / advances / investments outstanding during the year 2019-20
1. Manjeera Constructions Limited (Holding Company) Loan Given to: Manjeera Retail Holdings Private Limited (Subsidiary Company) 5363.11 5736.24

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 tothis report.

Employee Relations

During the year under review your Company enjoyed 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.

The Covid-19 pandemic has triggered new risks in business operations. While the gravityof the pandemic is still unfolding your Company pro-actively put in place crisismanagement both at the Business 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 feasiblewere 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.However the Dividend Distribution Policy is placed on the Company's website under theweblink: https://www.manjeera.com.

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 thislight the company has framed a well defined policy on Prevention of Sexual Harassment foran employee and lays down the guidelines for identification reporting and prevention ofundesired behavior.

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 year underreview:

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.

Acknowledgement

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 : 12.11.2020 Managing Director Director
(DIN 00850735) (DIN 01466390)

ANNEXURE-I Form No. MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31st March 2020

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014] I. REGISTRATION AND OTHER DETAILS:

i. CIN L45200TG1987PLC007228
ii. Registration Date 02/03/1987
iii. Name of the Company Manjeera Constructions Ltd.
iv. Category / Sub-Category of the Company Company Limited by Shares
v. Address of the Registered office and contact details # 711 Manjeera Trinity Corporate JNTU-Hitech City Road Kukatpally Hyderabad-500072
vi. Whether listed company YES
vii. Name Address and Contact details of Registrar and Transfer Agent if any XL Softech Systems Ltd. No. 3 Sagar Society Road no. 2 Banjara Hills Hyderabad-34. Ph: 040-23545913/14/15

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Sr. Name and Description of main products / services No. NIC Code of the Product / service % to total turnover of the company
1 Construction work Section F Division 45 Group 452 Sub-class 45201 45202 and others as applicable. 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. Name and Address of the Company No. CIN / GLN Holding / Subsidiary / Associate % of shares held Applicable Section
1 MTM Estates and Properties Private Limited #711 Manjeera Trinity Corporate JNTU-Hitech City Road Kukatpally Hyderabad-500072 U70102TG2012PTC084429 Wholly owned subsidiary 100% 2(87)
2 Manjeera Retail Holdings Private Limited #711 Manjeera Trinity Corporate JNTU-Hitech City Road Kukatpally Hyderabad-500072 U72200TG2000PTC033700 Wholly owned Subsidiary 100% 2(87)
3 GM Infra Ventures Private Limited U70102TG2007PTC053937 Subsidiary 100% 2(87)
4 Manjeera Hospitality (Amaravati) Private Limited U45500AP2018PTC109477 Associate 26% 2(6)
5 Manjeera Developers Private Limited U45200AP2019PTC112364 Subsidiary 61% 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i.Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year
Promoter Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
Indian
Individual / HUF 8192321 - 8192321 65.49% 8192321 - 8192321 65.49% 0.00%
Central Govt
State Govt(s)
Bodies Corp 1076256 - 1076256 8.60% 1076256 - 1076256 8.60% 0.00%
Banks / FI
Any Other
Sub-total(A)(1):- 9268577 - 9268577 74.10% 9268577 9268577 74.10% 0.00 %
Foreign
NRIs-Individuals
Other-Individuals
Bodies Corp.
Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Banks / FI
Any Other....
Sub-total (A)(2):- - - - - - - - - -
Total Promoter 9268577

-

9268577 74.10% 9268577

-

9268577 74.10% 0.00%
Shareholding (A) = (A)(1) + (A)(2)
Public Shareholding
Institutions
Mutual Funds
Banks / FI
Central Govt
State Govt(s)
Venture Capital Funds
Insurance Companies
FIIs
Foreign Venture Capital Funds
Others (specify)
Sub-total (B)(1) - - - - - - - - -
2. Non Institutions
Bodies Corp. (i) Indian (ii) Overseas 644494 - 644494 5.15% 675820 - 675820 5.40% 0.25%
Individuals
(i) Individual shareholders holding nominal share capital upto '2 lakh 211396 139737 351133 2.81% 283705 183937 467642 3.74% 0.93%
(ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh 2049711 176093 2225804 17.79% 1947381 130643 2078024 16.61% -1.18%
Others(Specify)
c) i) NRI's 6910 11500 18410 0.15% 7855 10500 18355 0.15% -0.00%
c) ii) Clearing Members 0 - 0 0.00% 0 - 0 0.00% 0.00%
Sub-total (B)(2) 2912511 327330 3239841 25.90% 2914766 325075 3239841 25.90% 0 %
Total Public Shareholding (B) = (B)(1) + (B)(2) 2912511 327330 3239841 25.90% 2914766 325075 3239841 25.90% 0.00 %
C. Shares held by Custodian for GDRs &ADRs - - - - - - - - -
Grand Total (A+B+C) 12181088 327330 12508418 100% 12183343 325075 12508418 100% 0.00%

ii. Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share holding during the year
Sr. No Shareholder's Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares
1. G Yoganand 6850946 54.77% 9.59% 6850946 54.77% 9.59% -
2. G Padmaja 854750 6.83% - 854750 6.83% - -
3. Gajjala Investments and Holdings Private Ltd. 824979 6.60% - 824979 6.60% - -
4. G Yoganand (HUF) 486625 3.89% - 486625 3.89% - -
5. Manjeera Estates Private Limited 154894 1.24% - 154894 1.24% - -
6. Manjeera Hotels and Resorts Private Limited 96383 0.77% - 96383 0.77% - -
Total 9268577 74.10% 9.59% 9268577 74.10% 9.59% -

iii. Change in Promoters' Shareholding (please specify if there is no change): NoChanges iv. Shareholding pattern of top ten shareholders (Other than Directors Promotersand Holders of GDRs and ADRs):

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No Shareholder's Name No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Komaravelly Shiva Kumar
At the beginning of the year 346114 2.77 346114 2.77
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease - - - -
At the End of the year (as on 31.03.2020) 346114 2.77 346114 2.77
2. Bharathi InfraProjects Private Limited
At the beginning of the year 306383 2.45 306383 2.45
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease - - -
At the End of the year (as on 31.03.2020) 306383 2.45 306383 2.45
3. Sri Sai Venkat Financial Services Private Limited
At the beginning of the year 165866 1.33 165866 1.33
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease 60000 0.47 60000 0.47
At the End of the year (as on 31.03.2020) 225866 1.80 225866 1.80
4. S Suhasini Guptha
At the beginning of the year 88543 0.71 88543 0.71
Date wise Increase / Decrease in Shareholdingduringtheyearspecifying the reasons for increase / decrease - - - -
At the End of the year (as on 31.03.2020) 88543 0.71 88543 0.71
5. Kadiri Vikram Reddy
At the beginning of the year 45809 0.36 45809 0.36
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease 39024 0.31 39024 0.31
At the End of the year (as on 31.03.2020) 84833 0.67 84833 0.67
6. Suresh S V Chaitanya Guptha
At the beginning of the year 81347 0.65 81347 0.65
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease - - - -
At the End of the year (as on 31.03.2020) 81347 0.65 81347 0.65
7. Vasantha Kumari Sakkari
At the beginning of the year 64096 0.51 64096 0.51
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease - - -
At the End of the year (as on 31.03.2020) 64096 0.51 64096 0.51
8. R Suresh Guptha
At the beginning of the year 62329 0.50 62329 0.50
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease - - - -
At the End of the year (as on 31.03.2020) 62329 0.50 62329 0.50
9. Ratna Srinivas Thondepu
At the beginning of the year
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease 61468 0.49 61468 0.49
At the End of the year 61468 0.49 61468 0.49
(as on 31.03.2020)
10. Domakonda Kiran Kumar
At the beginning of the year 61000 0.49 61000 0.49
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease - - - -
At the End of the year (as on 31.03.2020) 61000 0.49 61000 0.49
Total 1381979 11.04 1381979 11.04

V. Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No Shareholder's Name No. of shares % of total shares of the company No. of shares % of total shares of the company
1. Mr. G. Yoganand
At the beginning of the year 6850946 54.77 6850946 54.77
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the End of the year 6850946 54.77 6850946 54.77
2. K. Krishna Murty
At the beginning of the year Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): 7785 -7700 0.062 -0.061 7785 -7700 0.062 -0.061
At the End of the year 85 0.001 85 0.001
3. DLS Sreshti
At the beginning of the year - - - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the End of the year - - - -
4. Gajjala Veena
At the beginning of the year 10125 0.08 10125 0.08
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):
At the End of the year 10125 0.08 10125 0.08
5. P.R R V V N E Prasad Raju (Chief Financial Officer)
At the beginning of the year - - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the End of the year - - -
6. CH N V Rambabu (Company Secretary)
At the beginning of the year - - - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc): - - - -
At the End of the year - - - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 625995392 1086739520 - 1712734912
ii) Interest due but not paid - 17192664 - 17192664
iii) Interest accrued but not due 10977 - - 10977
Total (i+ii+iii) 626006369 1103932184 - 1729938553
Change in Indebtedness during the financial year
- Addition 50000000 265494700 - 315494700
- Reduction 122485618 130666258 - 253151877
Net Change -72485618 134828442 - 62342823
Indebtedness at the end of the financial year
i) Principal Amount 549449373 1222909729 - 1772359101
ii) Interest due but not paid - 15850897 - 15850897
iii) Interest accrued but not due 4071378 - - 4071378
Total (i+ii+iii) 553520751 1238760626 - 1792281376

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Sl. Particulars of Remuneration No. Name of MD / WTD / Manager Total Amount
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 2400000 - - - 2400000
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - -
2. Stock Option - - - - -
3. Sweat Equity - - - - -
4. Commission - - - - -
- as % of profit
- Others specify.
5. Others please specify - - - - -
Total (A) 2400000 2400000
Ceiling as per the Act

B. Remuneration to other directors:

Sl. Particulars of Remuneration No. Name of MD / WTD / Manager Total Amount
1. Independent Directors (Mr. DLS Sreshti & Mr. Krishna Murty)
Fee for attending board & committee meetings 110000 - - - 110000
Commission - - - - -
Others please specify - - - - -
Total (1) 110000 - - - 110000
2. Other Non-Executive Directors
Ms. G. Veena
Fee for attending board committee meetings 45000 - - - 45000
Commission - - - - -
Others please specify - - - - -
Total (2) 45000 - - - 45000
Total (B)=(1+2) 155000 155000
Total Managerial Remuneration 2555000 2555000
Overall Ceiling as per the Act (Schedule V) 8400000

C. Remuneration to Key Managerial Personnel Other than MD / Manager / WTD

Key Managerial Personnel
Sl. Particulars of Remuneration No. CEO Company Secretary CFO Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - 600755 1796241 2396996
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission - - - -
- as % of profit
- Others specify…
5. Others please specify - - - -
Total - 600755 1796241 2396996

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the companies Act Brief description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / Court] Appeal made. If any (give details)
A. Company
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. Directors
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. Other Officers In Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

.