Your Directors present their 28th Annual Report on the business and operations of theCompany and the accounts for the financial year ended March 312020.
1 Financial summary or highlights/Performance of the Company
The performance during the year ended 31st March 2020 has been as under:
|Particulars ||2019-2020 ||2018-2019 |
|(Except EPS) ||(Except EPS) |
|Gross Income ||0 ||25584 |
|Expenses ||2673142 ||400004 |
|Profit Before Interest and Depreciation ||(2673142) ||(374420) |
|Provision for Depreciation ||0 ||0 |
|Exceptional Items ||0 ||(1764990) |
|Net Profit Before Tax ||(2673142) ||(2139410) |
|Provision for Tax ||0 ||0 |
|Net Profit After Tax ||(2673142) ||(2139410) |
|Paid up Equity Share Capital ||82350000 ||82350000 |
|Basic Earnings per share ||(0.32) ||(0.26) |
|Diluted Earnings per share ||(0.32) ||(0.26) |
2. Brief description of the company's working during the year/state of company'saffairs:
Your Directors have drawn up a detailed plan to create a gated community of independentvillas on the land owned by the company. Necessary applications have been made to thelocal authorities for approval. Once the required sanctions are obtained the real estateoperations of the Company will commence.
3. Material changes and commitments
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which the financialstatements relateand the date of this report.
Since the Company is incurring losses the board of directors has not recommendedanydividend for the current financial year.
5. Transfer to reserve
The Company does not propose to transfer any amount to the general reserve for thefinancial year ended 31st March 2020.
6. Share Capital
During the year the Company has not allotted any shares. The authorized share capitalof theCompany is Rs. 110000000 divided into 110 00000 Equity Shares of Rs. 10 each.
The Paid-up Share Capital is Rs. 82350000 divided into 8235000 equity shares ofRs.10 each.
7. Directors and Key Managerial Personnel Proposed Re-appointment:
Ms. Nalini Agarwal Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers herself for re-appointment.
Your Board recommends the re-appointment of the Director above.
Brig. Subhash Sharma Independent Director of the Company resigned during the year.YourBoard places on record its appreciation for the valuable services rendered by Brig.Sharma.
Mr. Sanjiv Jolly Prof.Dr. Meenakshi Reddy Mr. Siddharth Sanghi and Mr. RishabhAgarwal are to be regularised at the ensuing Annual General Meeting as Directors of theCompany.
The board of directors duly met 6 (Six) times on 14.04.2019 30.05.2019 12.07.201925.09.2019 25.10.2019 and 14.02.2020 in respect of which meetings proper notices weregiven and the proceedings wereproperly recorded and signed in the Minutes Book maintainedfor the purpose.
The intervening gap between the meetings was not more than 120 days as prescribed undertheCompanies Act 2013.
8. Directors' Responsibility Statement
Pursuant to the requirement of Section 134 in the Companies Act 2013 the Board ofDirectors of the company make the following statements to the best of their knowledge andbelief and according to the information and explanations obtained by them:
i. in the preparation of the annual accounts the applicable accounting standards havebeenfollowed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairviewof the state of affairs of the Company at the end of the financial year and of theprofit/loss of the company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccountingrecords in accordance with the provisions of the Act for safeguarding the assetsof thecompany and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
9. Declaration given by independent directors
The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet the criteria of their independence as laid down in Section 149(6) oftheCompanies Act 2013.
10. Particulars of Employees
The company had no employees during the year 2019-20 and no Director of the Companyhasbeen paid any remuneration during the year.
11. Policy on Director's appointment and remuneration
The Company has framed policy on Directors' appointment and remuneration and othermatters as provided in section 178(3) of the Act and is referred to while taking decisionsunder itspurview.
12. Formal Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc
The Board and the Nomination and Remuneration committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
A separate meeting of independent Directors performance of non-independent Directorsperformance of the Board as a whole and performance of the chairman was evaluated takingintoaccount the views of executive Directors and non-executive Directors. The same wasdiscussed in the board meeting that followed the meeting of the independent Directors atwhich the performance of the Board its committees and individual Directors was alsodiscussed. Performance evaluation of independent Directors was done by the entire boardexcluding the independent Director being evaluated.
The overall performance of the Non-Executive Directors of the company is satisfactory.The review of performance was based on the criteria of performance knowledge analysisquality of decision making etc.
13. Audit Committee
|Directors ||Chairman/Member ||Category |
|Prof. Dr. Meenakshi Reddy ||Chairman ||Independent Director |
|Shri. Sanjiv Jolly ||Member ||Independent Director |
|Smt. Nalini Agarwal ||Member ||Non-Independent & Non Exective Director |
Audit Committee Meetings
|Sl.No. ||Date of meeting ||Total No of Directors as on the date of meeting ||Number of directors attended |
|1 ||33/05/2019 ||03 ||03 |
|2 ||12/07/2019 ||03 ||03 |
|3 ||25/09/2019 ||03 ||03 |
|4 ||25/10/2019 ||03 ||03 |
|5 ||14/02/2020 ||03 ||03 |
14. Nomination and Remuneration Policy
The Company had constituted the Nomination and Remuneration Committee under section178of the Companies Act 2013.
The Nomination and Remuneration policy of the Company is provided below.
(a) Selection and Evaluation of Directors
The Board has on the basis of the recommendations of the Nomination andRemunerationCommittee laid down following policies.
1. Policy for Determining qualifications Positive Attributes and Independence of aDirector
2. Policy for Board & Independent Directors Evaluation
(b) Performance evaluation of Board Committees and Directors
The Company believes in a formal evaluation of the Board and of the individualDirectors on an annual basis is a potentially effective way to respond to the demand forgreater Board accountability and effectiveness. For the Company evaluation provides anongoing means for Directors to assess their individual and collective performance andeffectiveness. In addition to greater Board accountability evaluation of Board membershelps in:
a. More effective Board processes
b. Better collaboration and communication
c. Greater clarity with regard to members roles and responsibilities
d. Improved Chairman - Managing Directors and Board relations. The evaluationprocesscovers the following aspects:
- Self-evaluation of Directors
- Evaluation of the performance and effectiveness of the Board
- Evaluation of the performance and effectiveness of the committees
- Feedback from the non-executive Directors to the Chairman
- Feedback on management support to the Board.
15. Risk management policy:
The Risk Management Policy in place in the Company enables the Company to proactivelytakecare of the internal and external risks of the Company and ensures smooth businessoperations.
The Company's risk management policy ensures that all its material risk exposures areproperly covered all compliance risks are covered and the Company's business growth andfinancial stability are assured. The Board of Directors decide the policies and ensuretheir implementationto ensure protection of Company from any type of risks.
16. Statutory Auditors:
M/s. Raju & Mahindra are statutory auditors of the Company.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under Mr. NagamallaSricharanPracticing Company Secretary has been appointed as Secretarial Auditor of the Company forthe financial year under review.
Secretarial Audit Report as provided by Mr NagamallaSricharan practicing CompanySecretary is attached as Annexure I to this report. The Secretarial auditor hashighlighted a few points in the secretarial audit report. The Board wishes to place beforethe members its comments on the observations of the Secretarial auditor which are asbelow.
1. Non appointment of Company Secretary
CS Ms Sangeeta Bidhan was appointed on 18th April 2019 who has resigned within onemonth of her appointment and later another CS Ms RishikaSaloni have given her consentwhich was subsequently withdrawn immediately before appointment. Inspite of best effortsno Company Secretary could be recruited.
2. Internal Auditors as required under Section 138 of Act
The Company at present is not carrying out any operations and thus found no need toappoint an internal auditor.
3. Payment of listing fees with Delay
Due to cash flow issues the payment was made with delay.
18. Cost Auditors
The provisions of Section 148 of the Companies Act 2013 do not apply to the Companyandhence no cost auditors are appointed.
19. Reporting of frauds by auditors
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instance of fraud committed against the Company by its officers or employeesthe details ofwhich would need to be mentioned in the Directors' Report.
20. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism to report genuine concerns has been established. The mechanism providesforadequate safeguards.
21. Prevention of Insider Trading
The company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the directors and designated employees of thecompany. Thecode requires preclearance for dealing in the company's shares and prohibitsthe purchase or sale of company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the company andduring the period whenthe trading window is closed. The 'Manager' is responsible forimplementation of the code along with the management of the Company.
Members of the Board have confirmed compliance with the code.
22. Internal Audit & Controls:
The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financialtransactions with adequate checks and balances adherence toapplicable statues accountingpolicies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. HoweverCompany has not carried out any business operation during the year.
23. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) ofCompanies (Management and Administration) Rules 2014 an extract of annual return isplaced on the website of the Company at www.meilmedak.in.
24 Secretarial standards
The Company complies with all applicable secretarial standards
25. Particulars of loans guarantees or investments under section 186
There were no transactions carried out during the year under section 186 with respectto loansguarantees and investments.
26. Significant and Material Orders passed by the Regulators or Courts:
There are no significant material orders passed by the Regulators / Courts which wouldimpactthe going concern status of the Company and its future operations.
27. Particulars of contracts or arrangements with related parties:
No contracts or arrangements have been entered into by the Company with relatedpartiesasreferred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm'slength transactions.
28. Subsidiary & associates/joint ventures
Company does not have any subsidiary/ associate company and joint ventures.
29. Corporate Governance Report and Management Discussion & Analysis
As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) 2015provisions relating to Corporate governance are not applicable to your company andtherefore there is no separate report on corporate governance.
Management Discussion and Analysis Report pursuant to Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this reportandsame is attached as Annexure II.
30. Disclosure Under the Sexual Harassment Of Women At Workplace (PreventionProhibition And Redressal) Act 2013.
At present the Company has no employees hence the requirement of having Anti SexualHarassment Policy and constitution of Internal Complaints Committee are not applicable.
31. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsandoutgo are as follows:
a) Conservation of energy
Due to the stoppage of production no energy conservation was considered during theyear.
(b) Technology absorption: N.A
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:
Foreign Exchange Inflows: NIL
Foreign Exchange Outflows: NIL.
32. Corporate Social Responsibility (CSR)
The provisions with regard to corporate social responsibility are not applicable to theCompanyfor the time being.
The Company has no deposits further it has neither accepted nor renewed any depositsduring the year under review. As such no amount of principal or interest was outstandingon the date of the Balance Sheet.
34. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
35. Listing with stock exchanges
The shares of the company are listed on The Bombay Stock Exchange. All dues to theexchange have been paid in full.
36. Human Resources
Your Company has always treated its "human resources" as one of its mostimportant assets. Atpresent the company has no employees.
Your Directors wish to place on record their appreciation of the contribution made bythestakeholders of the Company for their continued support.
By the order of the Board of Directors for Manor Estates and Industries Limited
|Place: Medak ||Sd/- ||Sd/- |
|Date: 03rd September 2020 ||Anil Agarwal ||Nalini Agarwal |
| ||Director ||Director |
| ||DIN:00040449 ||DIN:07164298 |