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Manor Estates & Industries Ltd.

BSE: 526115 Sector: Infrastructure
NSE: N.A. ISIN Code: INE327D01013
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OPEN 2.40
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VOLUME 1
52-Week high 5.49
52-Week low 2.13
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manor Estates & Industries Ltd. (MANORESTATES) - Director Report

Company director report

Dear Members

Your directors present their 29th Annual Report on the business and operations of theCompany and the accounts for the financial year ended 31st March 2021.

1. Financial summary or highlights/Performance of the Company

The performance of the Company during the year ended 31st March 2021 has been as under:

(Amounts in Rupees)

Particulars 2020-21 2019-20
(Except EPS) (Except EPS)
Gross Income 280000 0
Expenses 4085506 2673143
Prot Before Interest and Depreciation (3805506) (2673143)
Provision for Depreciation 0 0
Exceptional Items 0 0
Net Prot Before Tax (3805506) (2673143)
Provision for Tax 0 0
Net Prot After Tax (3805506) (2673143)
Paid up Equity Share Capital 82350000 82350000
Basic Earnings per share (0.46) (0.32)
Diluted Earnings per share (0.46) (0.32)

2. Brief description of the company's working during the year/state of company's a airs

The members are aware that the company has made necessary application to the concernedlocal authority for layout permission. Your directors expect the permission to beobtained in a short time after which the real estate operations will commence immediately.

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 relate and the date of this report.

4. Dividend

Since the company is incurring losses the board of directors has not recommended anydividend 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 2021.

6. Share Capital

During the year the company has not allotted any shares. The authorized share capitalof the company is Rs. 110000000 divided into 11000000 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 as on 31st March 2021 and details of changein Directors and Key Managerial Personnel

Your Directors believe that the Board must consciously create a culture of leadershipto provide a long-term vision and policy approach to improve the quality of governance.The Board's actions and decisions are aligned with the Company's best interests.

The company has maintained an optimum combination of Executive and Non-ExecutiveDirectors. The composition of the Board Category DIN and shareholding of Directors areas follows: (Amounts in Rupees)

Sl No. Name of the Director Designation DIN No. of shares held
1. Sri. Anil Agarwal Director (Non-Executive) Promoter 00040449 3570849
2. Smt. Nalini Agarwal Director (Non-Executive) 07164298 -
3. Sri. Rishabh Agarwal Whole-time Director 06963740 16647
4. Prof. Meenakshi Reddy Director Independent Non-Executive 08682434 -
5. Sri. Sanjeev Jolly Director Independent Non-Executive 07461756 -
6. Sri. Siddharth Sanghi Director Independent Non-Executive 00033401 -

The Key Managerial personnel of the Company as on 31st March 2021 were as follows:

1. Sri. Rishabh Agarwal Whole-time Director
2. Sri. Anil Agarwal Chief Financial Officer
3. Smt. Mansi Anand Company Secretary

Smt. Mansi Anand resigned from the post of Company Secretary and Key ManagerialPersonnel of the Company on 14th April 2021 and Smt. Krati Garg was appointed in her placewith effect from 10th June 2021.

The office of Sri. Sanjeev Jolly was vacated with effect from 22nd June 2021 for notattending any meeting of the board of directors held during a period of 12 monthscommencing from 27th June 2020 pursuant to the provisions of Section 167(1) of theCompanies Act 2013.

Sri. Rishabh Agarwal was appointed as the Whole-time Director of the company witheffect from 1st December 2020. His appointment is to be regularised by the members at theAnnual General Meeting.

Mr. Anil Agarwal Director retires by rotation at the ensuing Annual General Meetingand being eligible offer himself for re-appointment.

Your Board recommends the re-appointment of the Director above.

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 havebeen followed 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 fair viewof the state of a airs of the Company at the end of the financial year and of theprot/loss of the company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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. Selection of Independent Directors

Considering the requirement of skill sets on the Board eminent people having anindependent standing in their respective eld/pr ofession and who can effectivelycontribute to the Company's business and policy decisions are considered by the Nominationand Remuneration Committee for appointment as an Independent Director on the Board. TheCommittee inter alia considers qualication positive attributes area of expertise andnumber of Directorship(s) and Membership(s) held in various committees of other companiesby such persons in accordance with the Company's policy for selection of directors anddetermining directors' independence. The Board considers the Committee's recommendationand takes appropriate decision.

10. 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.

11. Particulars of Employees

The company had no employees during the year 2020-21 and no director of the company hasbeen paid any remuneration during the year.

12. Meetings of Board of Directors

The board of directors duly met 5 (Five) times on 26.06.2020 03.09.2020 11.11.202004.12.2020 and 12.02.2021 in respect of which meetings proper notices were given and theproceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

The intervening gap between the meetings was not more than 120 days as prescribed underthe Companies Act 2013.

13. 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 its purview.

14. 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.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of directors. The same was discussed in the boardmeeting that followed the meeting of the independent Directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent 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.

15. Audit Committee
Directors Chairperson/Member Category
Prof. Meenakshi Reddy Chairperson Independent Director
Sri. Sanjeev Jolly Member Independent Director
Smt. Nalini Agarwal Member Non-Independent & Non-Executive Director
Sri. Anil Agarwal Member Non-Independent & Non-Executive Director Chief Financial Officer

The Company vide a Circular Resolution dated 28.08.2020 reconstituted the AuditCommittee as follows:

Directors Chairperson/Member Category
Prof. Meenakshi Reddy Chairperson Independent Director
Sri. Sanjeev Jolly Member Independent Director
Sri. Siddharth Sanghi Member Independent Director
Sri. Anil Agarwal Member Non Independent & Non-Executive Director Chief Financial Officer

Sri. Sanjeev Jolly ceased to be a member of the Audit Committee pursuant to vacation ofhis officewith effect from 22nd July 2021.

Audit Committee Meetings

Sl No. Date of meeting Total No of Members as on the date of meeting Number of Members attended
1. 26.06.2020 03 03
2. 03.09.2020 04 02
3. 11.11.2020 04 03
4. 04.12.2020 04 02
5. 12.02.2021 04 02

16. Nomination and Remuneration Committee

Directors Chairperson/Member Category
Prof. Meenakshi Reddy Chairperson Independent Director
Sri. Sanjeev Jolly Member Independent Director
Smt. Nalini Agarwal Member Non-Independent & Non-Executive Director

The company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act 2013.

The company vide a circular resolution dated 28.08.2020 reconstituted the Nominationand Remuneration Committee as follows:

Directors Chairperson/Member Category
Sri. Sanjeev Jolly Chairperson Independent Director
Prof. Meenakshi Reddy Member Independent Director
Sri. Siddharth Sanghi Member Independent Director
Smt. Nalini Agarwal Member Non Independent & Non-Executive Director

Sri. Sanjeev Jolly ceased to be a member of the Nomination and Remuneration Committeepursuant to vacation of officewith effect from 22nd July 2021. Sri. Siddharth Sanghi wasunanimously elected as the Chairperson of the Nomination and Remuneration Committee witheffect from 22nd July 2021.

Sl No. Date of meeting Total No of Members as on the date of meeting Number of Members attended
1. 26.06.2020 03 03
2. 03.09.2020 04 02
3. 11.11.2020 04 03

The Nomination and Remuneration policy of the company is provided below: a) Selectionand evaluation of directors:

The board has based on the recommendations of the Nomination and RemunerationCommittee laid down following policies.

1. Policy for determining qualications 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. The evaluation processcovers 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 Chairperson.

Feedback on management support to the board.

17. Risk management policy

The Risk Management Policy in place in the company enables the company to proactivelytake care 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 implementation to ensure protection of company from any type of risks.

18. Statutory Auditors

M/s. Raju & Mahindra resigned as Statutory Auditors of the company on 12th November2020 following which M/s. Nataraja Iyer & Co. were appointed as Statutory Auditors ofthe company to ll the casual vacancy. The statutory auditors so appointed have audited thefinancial statements for the financial year ended 31st March 2021.

M/s Nataraja Iyer & Co. shall hold officetill the conclusion of the 29th AnnualGeneral Meeting and are eligible for re-appointment up to the conclusion of the fourthconsecutive Annual General Meeting. Your directors propose their re-appointment at the29th Annual General Meeting of members.

19. Secretarial Audit Report

In terms of Section 204 of the Companies Act 2013 and Rules made there under Sri.Kashinath Sahu practicing Company Secretary has been appointed as Secretarial Auditor ofthe company for the financial year under review.

Secretarial Audit Report as provided by Sri.Kashinath Sahu is enclosed as Annexure Ito this report.

20. Cost Auditors

The provisions of Section 148 of the Companies Act 2013 do not apply to the company.Hence the company has not appointed Cost Auditors for Financial Year 2020-21.

21. 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 o cers or employees thedetails of which would need to be mentioned in the Directors' Report.

22. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism to report genuine concerns has been established. The mechanism providesfor adequate safeguards.

23. 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. The code requires pre-clearance 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 when the trading window is closed. The Company Secretary is responsiblefor implementation of the code along with the management of the Company.

Members of the board have conrmed compliance with the code.

24. Internal Financial Controls

Internal Financial Controls are an integral part of the Risk Management framework andprocesses that address financial as well as financial reporting provisions of the Act andthe Listing Regulations.

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 financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis. However Company has not carried out any business operationduring the year.

25. Annual Return

The Annual Return of the Company is available on the company's website and can beaccessed at www.meilmedak.in.

26. Secretarial standards

The company complies with all applicable secretarial standards.

27. Particulars of loans guarantees or investments under section 186

There were no transactions carried out during the year under section 186 with respectto loans guarantees and investments.

28. Signicant and Material Orders passed by the Regulators or Courts

There are no signicant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the company and its future operations.

29. Particulars of contracts or arrangements with related parties

No contracts or arrangements have been entered into by the company with related partiesas referred to in sub-section (1) of section 188 of the Companies Act 2013.

30. Subsidiary & associates/joint ventures

Company does not have any subsidiary/ associate company and joint ventures.

31. 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.

However in pursuance of Schedule V of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a certicate from Mr. N.V.S.S. Suryanarayana PracticingCompany Secretary in compliance with (i) of Point (10) of Para C of Schedule V ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed as Annexure-III and forms part of this Report.

Management Discussion and Analysis Report pursuant to Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this report andsame is attached as Annexure II.

32. Disclosure Under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

At present the company has no women employees hence the requirement of having AntiSexual Harassment Policy and constitution of Internal Complaints Committee is notapplicable.

33. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo 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 ino ws during the year and the foreignexchange outgo during the year in terms of actual outo ws is as follows:

Foreign Exchange Ino ws: NIL

Foreign Exchange Outo ws: NIL

34. Corporate Social Responsibility (CSR)

The provisions of Section 135of the Companies Act 2013 relating to Corporate SocialResponsibility are not applicable to the company for the time being.

35. Deposits

The company has neither accepted nor renewed any deposits during the year under review.As such no amount of principal or interest was outstanding on the date of the BalanceSheet.

36. 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).

37. 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.

38. General

Your directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the year underreview:

Issue of equity shares with differential rights as to dividend voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the company under anyscheme save and except Employees' Stock Options Schemes referred to in this report.

There has been no change in the nature of business of the company.

There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

There was no instance of onetime settlement with any bank or financial institution.

39. Acknowledgements

Your directors wish to place on record their appreciation of the contribution made bythe stakeholders of the company and for their continued support.

Date: 13.08.2021 By the order of the Board of Directors
Place: Medak for Manor Estates and Industries Limited
Sd/- Sd/-
Anil Agarwal Rishabh Agarwal
Director Whole-time Director
DIN: 00040449 DIN: 06963740

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