TO THE MEMBERS
MAN RAJ HOUSING FINANCE LIMITED
3 Pushpa Apartment
General Vaidya Chowk
Your Directors have pleasure in presenting their 28th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended as onMarch 31 2018.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:
|Particulars ||2017-18 ||2016-17 |
|Gross Income ||704371.00 ||2253983.00 |
|Profit Before Interest and Depreciation ||-2217190.00 ||-1008225.00 |
|Finance Charges ||20984935.00 ||53174721.00 |
|Gross Profit ||-23202125.00 ||-54182946.00 |
|Provision for Depreciation ||0.00 ||0.00 |
|Net Profit Before Tax ||-23202125.00 ||-54182946.00 |
|Provision for Tax ||0.00 ||0.00 |
|Net Profit After Tax ||-23202125.00 ||-54182946.00 |
|Balance of Profit brought forward ||-38982109.00 ||15200838.00 |
|Balance available for appropriation ||-62148234.00 ||-38982108.00 |
|Proposed Dividend on Equity Shares ||0.00 ||0.00 |
|Tax on proposed Dividend ||0.00 ||0.00 |
|Transfer to General Reserve ||0.00 ||0.00 |
|Surplus carried to Balance Sheet ||-62148234.00 ||-38982108.00 |
The Company has adopted Indian Accounting Standard (referred to as 'Ind AS") witheffect from April 01 2017 and accordingly these financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprinciples stated therein prescribed under Section 133 of the Companies Act 2013 (theAct) read with the relevant rules issued there under and the other accounting principlesgenerally accepted in India.
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:
Company is engaged in the Construction and Housing finance related activities duringthe Financial Year 2017-18. During the period under review company has achieved grossturnover of Rs. 7.04 lakhs as against turnover of Rs. 22.53 lakhs in the precedingfinancial year after charging all expenses company has incurred losses of Rs. 2.32 Crduring the financial year as against losses incurred by the Company preceding financialyear of Rs. 5.41Cr Due to tremendous competitive market and adverse condition in realestate and construction business company has incurred losses from its business operationsin the financial year. Your Directors are optimistic that on the basis of inquiriesgenerated and seriousness demonstrated by the government for the development of housingand infrastructure industry would show an incremental growth in Companies Business in nearfuture.
Company has incurred losses from its business operations during the Current FinancialYear. In view of the Financial Position of the company your directors recommends not todeclare any dividend for the Current Financial Year.
4. TRANSFER TO RESERVES :
The Company has not earned profits during the Current Financial Year and consideringthe current financial position of the company directors of the company are recommendingthat not to transfer any amount to the general reserve account out of the amountavailable for appropriation of profit if any.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Director :
The Board of Directors at their Board Meeting held as on 9th July 2018co-opted Mr. Vinod Suganchand Raka (DIN:08193270) on the Board as Additional Director(Non-Executive Independent Director) as per Section 161 of the Company Act 2013 histenure of office expires at the ensuing Annual General Meeting being eligible offerhimself for reappointment. His candidature for Appointment as Director of the Company isrecommended by both the Nomination and Remuneration Committee and Board of Directors.Approval for his appointment has been sought from the Members of the Company.
Director Retire by Rotation :
Mr. Manish Ishwarlal Jain (DIN: 00386447) and Mrs. Neetika Manish Jain (DIN: 00394934)Directors of the Company who are liable to retire by rotation at the forthcoming AnnualGeneral Meeting to be held on Friday the 28th day of September 2018 and beingeligible for re-appointment.
Brief resume of directors who are eligible for appointment/ reappointment on the boardis given in the corporate governance report including nature of their expertise in thespecific functional area and names of the companies in which they are director andmember/chairman of the Board Committee and any other committees.
Resignation of Director :
Mr. Ramvilas Keshrimal Rathi (DIN: 00386669) Independent Director resigned from theBoard with effect from 13th October 2017. The Directors would like to place onrecord their sincere appreciation for Mr. Ramvilas Keshrimal Rathi guidance to the Companyduring his tenure on the Board.
Death of Director :
Mr. Suganchand Kasturchand Raka the director of the company removed from post ofDirectorship with effect from 16th March 2018.
Mr. Suganchand Kasturchand Raka passed away on 20th February 2018 due to illhealth. The Directors note with utmost grief the passing away of Mr. SuganchandKasturchand Raka who was the Director of Company. He ably guided the destiny of theCompany by laying down high standards in business ethics which the Company adhered tothroughout his long tenure and the Directors place on record their sincere appreciationfor his valuable guidance and contribution to the Company. The Directors affirm thatthough the void caused by his departure will be difficult to fill as a mark of truerespect and tribute to him the Directors resolve to continue to follow the high standardsof efficiency and integrity in all future business dealings of the company.
6. PARTICULARS OF EMPLOYEES :
The information required pursuant to Section 197 (12) read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is provided in the Corporate Governance Report.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review 9 (Nine) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held in the Company. The details of the meetings are given in the CorporateGovernance Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
8. BOARD EVALUATION ;
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
9. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and to fixtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.MANAGERIAL REMUNERATION;
The Company has not paid any Remuneration Sitting Fees or Commission to any of itsKMPs or Directors during the financial year.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant tosubsection (3) of Section 129 of the Act. Hence the board has nothing to report on thesame.
11. EXTRACT OF ANNUAL RETURN :
Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 an Extract of Annual Return in Form MGT-9 as apart of this Annual Report as ANNEXURE I.
The Auditors A. R. Landge & Company Chartered Accountant Jalgaon who wasappointed as an auditor of the Company in Twenty Seventh Annual General Meeting for periodof five years from the conclusion of Twenty Seventh Annual General Meeting till theconclusion of the Thirty Second Annual General Meeting of the company. Board of directorpay remuneration and other additional fees to the auditor as decided between the auditorand directors of the company time to time.
13. AUDITORS' REPORT:
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
14. SECRETARIAL AUDIT REPORT :
The Board of Directors of the Company in compliance with Section 204 of the Act andRules made there under had appointed Pavan Rathi & Associates Practicing CompanySecretary (ACS.: 30210 CP.: 10900) as a Secretarial Auditors to conduct Secretarial Auditof the Company. The report of the Secretarial Auditors is enclosed as Annexure II to thisreport The report is self-explanatory and contained following Comment:
Secretarial Auditor Comment:
As per the provisions of Section 149 (4) of the Companies Act 2013 and rulesmentioned there under if any every listed company shall have at least one third of thetotal number of directors as Independent Directors. As per the examination Board of theCompany did not comprise proper balance of Executive Directors Non-Executive Directorsand Independent Directors.
The imbalance in the composition of Board of Directors was due to resignation ofMr. Ramvilas Keshrimal Rathi and death of Mr. Suganchand Kasturchand Raka.Your Board is inprocess to appoint Independent Directors to maintain Independence and Separate Functionsof governance and management.
Secretarial Auditor Comment:
As per the provisions of Clause 49 of the Listing Agreement and rules mentionedthere under every listed company shall have at least one third of the total number ofdirectors as Independent Directors. As per the examination Board of the Company did notcomprise proper balance of Executive Directors Non-Executive Directors and IndependentDirectors.
The imbalance in the composition of Board of Directors was due to resignation ofMr. Ramvilas
Keshrimal Rathi and death of Mr. Suganchand Kasturchand Raka. Your Board is in processto appoint Independent Directors to maintain Independence and Separate Functions ofgovernance and management.
15. COMMENTS ON FORM MGT-8 BY PRACTICING COMPANY SECRETARY:
Remark by PCS :
The Company is required to appoint Whole Time Company Secretary as per theprovisions of Section 203 of the Act However the company do not have any Whole TimeCompany Secretary on its role.
Management of the Company is in search of suitable candidate for the post butcompany was unable to appoint suitable candidate for the post.
16. COST AUDIT REPORT :
The provisions mentioned under Section 148 of the Companies Act 2013 regarding CostAudit is not applicable to the Company.
17. INTERNAL AUDIT & CONTROLS:
Your Board of Directors appoints M/s. R. D. Jain & Associates CharteredAccountants Jalgaon as an Internal Auditor of the Company for the Financial Year 2018-19.During the year the Company continued to implement their suggestions and recommendationsto improve the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditors findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.
18. VIGIL MECHANISM:
In pursuant to the provisions of Section 177(9) and (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been updated on the office board of thecompany.
19. RISK MANAGEMENT POLICY:
A statement indicating development and implementation of a Risk Management Policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has no Internal Control System commensurate with the size of itsoperations. The Internal Auditor monitors and evaluates the efficiency and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report corrective actionsignificant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.
The Company has not accepted any Deposit covered under Section 73 of the Companies Act2013 and The Companies (Acceptance of Deposit) Rules 2014 during the Current FinancialYear.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in Sub-Section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto as stated in Notesattached to the Financial Statement. The details of the Related Party Transactions in FormAOC-2 enclosed as Annexure III to this report.
25. CORPORATE GOVERNANCE CERTIFICATE ;
The Compliance Certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement shall be annexedwith the report.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2018.
27. STATUTORY DISCLOSURES:
In terms of the provisions of Section 134 of the Companies Act 2013 read with theCompanies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report.However as per the provisions contained in the Act read with Clause 32 of the ListingAgreement the Annual Report excluding the aforesaid information is being sent to all themembers of the Company and others entitled thereto. Any member interested in obtainingsuch particulars may write to the Company at the registered office of the Company.
28. SECRETARIAL STANDARDS :
The company has complied with the applicable secretarial standards issued by theInstitute of company secretaries of India.
29. OBLIGATION OF COMPANY UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 :
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal ) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
Company has draft and adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of Sexual harassment.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information relating to Conservation of Energy Technology absorption etc. pursuant toSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts)Rules 2014 is not provided as the same is not applicable to the Company.
Foreign Exchange Earnings and Outgo are NIL during the Current Financial Year.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
As required under Section 135 of the Companies Act 2013 and rules made there under arenot applicable to the company. Hence the Board has not constituted the committee andPolicy for implementing the Corporate Social Responsibility (CSR).
32. HUMAN RESOURCES:
Your Company treats its "Human Resources" as one of its most important assetsof the Company. The company respects its employees for their commitment and contributiontowards a common goal which has propelled it to a position of leadership. We encourageindividuals to go beyond the scope of their work undertake voluntary projects that enablethem to learn and contribute innovative ideas in meeting goals of the Company. TheCompany strongly believes that its intrinsic strength lies in the quality of its dedicatedand motivated employees.
33. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in Clause (c) of Sub-Section (3) ofSection 134 of the Companies Act 2013 shall state that;
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
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) in the Current Financial Year.
35. LISTING WITH STOCK EXCHANGES:
Listing Fee has been paid for the year 2017-2018 to Bombay Stock Exchange where theCompany's Shares are listed.
The Directors wish to place on record their appreciation for the continued support andcooperation by Bankers Customers Business Associates and to the Shareholders andInvestors for the confidence reposed in the Company's management. The Directors alsoconvey their appreciation to the employees at all levels for their dedicated servicesefforts and collective contribution.
| || ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
|Date : 30th May 2018. || ||MAN RAJ HOUSING FINANCE LIMITED |
|Place: Jalgaon. || || |
| ||PRAMOD N. Mehta ||ISHWARLAL S. JAIN |
| ||Director ||Chairman & Managing Director |
| ||(DIN:00386505) ||(DIN:00386348) |