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Manraj Housing Finance Ltd.

BSE: 530537 Sector: Financials
NSE: N.A. ISIN Code: INE948I01015
BSE 00:00 | 23 Jun 22.35 0
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NSE 05:30 | 01 Jan Manraj Housing Finance Ltd
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VOLUME 26
52-Week high 22.35
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P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
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Sell Price 0.00
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OPEN 22.35
CLOSE 22.35
VOLUME 26
52-Week high 22.35
52-Week low 8.18
P/E
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Manraj Housing Finance Ltd. (MANRAJHSGFIN) - Director Report

Company director report

TO

THE MEMBERS

MANRAl HOUSING FINANCE LIMITED

3 Pushpa Apartment General Vaidya Chowk Jalgaon-425002

Your Directors have pleasure in presenting their 31st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended as onMarch 31 2021.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

Particulars 2020-21 2019-20
Turnover 2878407.00 754006.00
-- --
Profit/ Loss Before Taxation 616769.00 -9042221.00
Less: Tax Expense 350000.00 0.00
--
Profit/ Loss after Taxation 266769.00 -9042221.00
Less: Transfer to General Reserve 123354.00 0.00
Add: Balance B/F from the previous year -80246572.00 -71204351.00
Surplus/ Deficit carried to Balance Sheet -80103157.00 -80246572.00

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR: During the period under review company has achieved gross turnover of Rs. 28.78lakhs as against turnover of Rs. 7.54 lakhs in the preceding financial year aftercharging all expenses company has earned profit of Rs. 2.66 lakhs as against lossesincurred by the Company proceeding financial year of Rs. 90.42 lakhs.

3. DMDEND:

Company has earned profit from its business operations during the Current FinancialYear. In view of the Financial Position of the company your directors recommend not todeclare any dividend for the Current Financial Year.

4. TRANSFER TO RESERVES:

The board of the company has recommended to transfer Rs. 1.23 lakh to the generalreserve account out of the amount available for appropriation of profit.

5. GLOBAL HEALTH PANDEMIC FROM COVID - 19 :

Due to outbreak of Covid-19 globally and in India the Company's management has madeassessment of likely impact on business and financial risks based on internal and externalsources. The management has also considered the possible effects of Covid-19 on thecarrying amounts of its financial and nonfinancial assets and debt covenants usingreasonably available information estimates and judgments and has determined that none ofthese balances require a material adjustment to their carrying values and that themanagement does not see any medium to long term risks in the Company's ability to continueas a going concern and meeting its liabilities as and when they fall.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes in the constitution of Board of Directors of the Company during theFinancial Year. Following are the changes in the Board of Directors of the Company :

Sr.No. Name of Director Appointmentj Cessation Date of Event
1. Mr. Piyush Ashok Bedmutha Appointment 31 st August 2020
2. Mr. Purshottam Tryambak Wani Cessation 31 st August 2020
3. Mr. Subhash Champaklal Bohara Appointment 11 th January 2021
4. Mr. Vijaykumar Deepchand Chordia Cessation 11 th January 2021

There is no change in the constitution Key Managerial Personnel during the FinancialYear.

There are no other changes in the constitution of the Board of Directors and KeyManagerial Personnel of the Company during the Financial Year.

1. MEETINGS:

The Board of Directors met 9 (Nine) times during the year under review. The details ofboard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this report. S. BOARD EVALUATION: Pursuant to theprovisions of the Companies Act 2013 and Clause 49 of the Listing Agreement the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

9. 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. 10. POLICY ONDIRECTOR'S APPOINTMENT AND REMUNERATION: The Board has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and to fix their remuneration. The Remuneration Policy isstated in the Corporate Governance Report. 11. MANAGERIAL REMUNERATION: The Company hasnot paid any Remuneration to its Directors during the financial year. Further company haspaid Rs. 168000 to Company Secretary and Rs. 455824 to its CFO. 12. DETAILS OFSUBSIDIARY jlOINT VENTURESj ASSOCIATE COMPANIES: The company do not have anySubsidiary/Joint Ventures/Associate Companies Pursuant to subSection (3) of Section 129 ofthe Act. Hence the board has nothing to report on the same. 13. 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. 14. AUDITORS: The Auditors M/s. A. R. Landge& Company Chartered Accountant Jalgaon who was appointed as an auditor of theCompany inTwenty Seventh Annual General Meeting for period of five years from theconclusion of Twenty Seventh Annual General Meeting till the conclusion of the ThirtySecond Annual General Meeting of the company. lS.AUDITORS'REPORT: The Auditors' Report andNotes to Accounts are self-explanatory and does not require any further clarification andexplanation the auditors have raised concerned on payment of loan and has made disclaimerremark in the report:

Auditor Remark :

• The company was not in a position to repay the installments of loan taken fromThe Jalgaon Peoples Co-operative Bank ltd. and therefore the said loan account has becomeNPA as the company has defaulted in making repayment of term loan taken from the saidbank. Directors Reply :

• Due to overall negative trend in the market the company has incurred heavybusiness losses in past few years. The management is trying to settel all pending dues ofcompany and other companies under same management control with ARC. 16. SECRETARIAL AUDITREPORT: The Board of Directors of the Company in compliance with Section 204 of the Actand Rules made there under had appointed M/s. Pavan Rathi & Associates PracticingCompany Secretary

(M No.: F10996 CP.: 10900) as a Secretarial Auditors to conduct Secretarial Audit ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure II to thisreport. The report is self-explanatory and contained following comments : 17. FORM MGT-8BY PRACTICING COMPANYSECRETARY: The report of the Practicing Company Secretary is enclosedas Form MGT-8 to this report. The report is self-explanatory and do not call furthercomments. 18. COST AUDIT REPORT: The provisions mentioned under Section 148 of theCompanies Act 2013 regarding Cost Audit is not applicable to the Company. 19. INTERNALAUDIT ItCONTROLS: Your Board of Directors appoints M/s. R. D. Jain & AssociatesChartered Accountants Jalgaon as an Internal Auditor of the Company for the FinancialYear 2021-22. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations. 20. VIGIL MECHANISM: In pursuant to the provisions ofSection 177(9) and (10) of the Companies Act 2013 a Vigil Mechanism for directors andemployees to report genuine concerns has been established. The Vigil Mechanism Policy hasbeen updated on the office board of the company. 21. RISK MANAGEMENT POLICY : A statementindicating development and implementation of a Risk Management Policy for the Companyincluding identification therein of elements of risk if any this in the opinion of theBoard may threaten the existence of the company. 22. DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATIONS IN FUTURE: There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations. 23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS : The Company has Internal Control Systemcommensurate with the size of its operations. The Internal Auditor monitors and evaluatesthe efficiency and adequacy of internal control system in the Company its compliance withoperating systems accounting procedures and policies of the Company. Based on the reportcorrective action significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board. 24. DEPOSITS: The Company has not acceptedany Deposit covered under Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposit) Rules 2014 during the Current Financial Year.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 : Details ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements. 26. PARTICULARS OFCONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of every contract orarrangements entered into by the Company with related parties referred to in Sub-Section(1) of Section 188 of the Companies Act 2013 including certain arm's length transactionsunder third proviso thereto as stated in Notes attached to the Financial Statement. 27.CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS: Separate reports on CorporateGovernance compliance and Management Discussion and Analysis as stipulated by SEBI ListingRegulations forms part of this Annual Report along with the Certificate from a PracticingChartered Accountant regarding compliances of the conditions of Corporate Governance asstipulated. In compliance with Corporate Governance requirements as per the SEBI ListingRegulations your Company has formulated and implemented a Code of Conduct for ali Boardmembers and senior management personnel of the Company who have affirmed the compliancethereto. 28. SECRETARIAL STANDARDS: The Directors state that Secretarial Standards i.e. -55-1 55-2 and 55-3 relating to 'Meetings of the Board of Directors' 'General Meetings'and 'Dividend' have been duly followed by the Company. 29. OBLIGATION OF COMPANY UNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION 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 is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. Company has draft and adopted a policy for preventionof Sexual Harassment of Women at workplace and has set up Committee for implementation ofsaid policy. During the year Company has not received any complaint of Sexual harassment.30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: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 ExchangeEarnings and Outgo are NIL during the Current Financial Year. 31. CORPORATE SOCIALRESPONSIBILITY (CSR) : As required under Section 135 of the Companies Act 2013 and rulesmade there under are not applicable to the company. Hence the Board has not constitutedthe committee and Policy for implementing the Corporate Social Responsibility (CSR). 32.CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016 (IBC) : During the period under review there is no corporate insolvencyresolution process initiated under the Insolvency and Bankruptcy Code 2016 eIBC). 33.DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ItREDRESSAL) ACT 2013 : Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the premises through various interventionsand practices. The Company always endeavors to create and provide an environment that isfree from discrimination and harassment including sexual harassment. The Company has inplace a robust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.

34. 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 theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) The directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period; c) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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) Thedirectors in the case of a listed company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively. f) The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTlON 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.

36. USTlNG WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual listing Fees for the year 2020-2021 toBombay Stock Exchange where the Company's Shares are listed.

37. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued support andco-operation 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

MANRAJ HOUSING FINANCE LIMITED

Date: 26-06-2021 PRAMOD N. MEHTA ISHWARLAL S. lAIN
Place: lalgaon. DIRECTOR CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00386505) (DIN: 00386348)

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