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Manvijay Development Company Ltd.

BSE: 538970 Sector: Infrastructure
NSE: N.A. ISIN Code: INE945P01016
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OPEN 72.00
CLOSE 72.00
VOLUME 3
52-Week high 74.35
52-Week low 70.65
P/E
Mkt Cap.(Rs cr) 47
Buy Price 72.00
Buy Qty 75.00
Sell Price 72.00
Sell Qty 1.00

Manvijay Development Company Ltd. (MANVIJAYDEVELOP) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 36thAnnual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31stMarch 2018.

Financial Results:

The financial performance of your Company for the year ended March 31 2018issummarizedbelow:

Particulars 2017-2018 2016-2017
Net Sales/ Income from Operations - 317329
Other Income 2398000 3788831
Total Income 2398000 4106160
Total Expenses 2262479 3962061
Profit/(Loss) from operations before exceptional items and Tax 135521 144099
Profit/(Loss) before Tax 135521 144099
Tax Expense 38510 83884
Net Profit After Tax 97011 60215

DIVIDEND:

The Board of Directors doesnot recommend any Dividend for the year under review.

RESERVES:

Rs. 97011 have been transferred to the Profit & Loss account.

OPERATIONS / STATE OF THE COMPANY’S AFFAIRS:

The macro-economic environment in India during 2017 18 showed a moderate decline.According to the provisional estimates released by the Central Statistics OfficeIndia’s Gross Value Added (GVA) growth for

2017-18 is pegged at 6.1 per cent compared to 6.6 per cent in the previous year.FY2018 began in an uncertain environment with the economy coming to terms with the impactof demonetization of Rs. 500 and Rs. 1000 banknotes that came into effect on 8thNovember2016 also saw disruption in economic activity on account of teething troubles thataccompanied the nation-wide rollout of the Goods and Services Tax (GST). More recentlyquarterly growth has shown an upward trajectory and there has been a rebound in varioussectors. As a result the growth outlook for the Indian economy for 2018-19 has alsoturned positive with the RBI projecting the GDP growth to strengthen to 7.4 percent in2018-19. During the year the Company has made investments in shares of group Companies infurtherance of its objectives. The Investments held as at 31st March 2018 continue to bein group companies only.

SHARE CAPITAL:

During the year under review there is no change in the Share Capital of the Company.The Company’s Equity share capital is Rs. 648 lacs divided in to 64.8 lacs EquityShares of Rs. 10/- each.

HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES AS PER COMPANIES ACT2013:

A report highlighting performance of the subsidiary and their contribution to theoverall performance of the Company is provided in the Consolidated Financial Statements. AStatement containing salient features of the financial statement of the Subsidiary Companyis attached as Annexure 5 in Form AOC-1. During the period under review the company doesnot having any associates and joint venture companies as per the Companies Act 2013. TheCompany has placed a Policy for Material Subsidiaries on its website www.manvijay.com

CONSOLIDATED FINANCIAL STATEMENT:

The audited consolidated financial statement of the Company prepared in accordance withthe applicable Accounting Standards along with all relevant documents and theAuditors’ Report forms part of this Annual Report. The financial statements ofSubsidiary company under the Companies Act 2013 are not attached along with the financialstatements of the Company. Separate audited financial statement of the subsidiary isplaced on the website of the Company at website www.manvijay.com The Company will providethe financial statements of subsidiary upon receipt of a written request from any memberof the Company interested in obtaining the same. The financial statement of subsidiarieswill also be available for inspection at the Registered Office of your Company duringworking hours up to the date of the Annual General Meeting.

ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public or its employees during theyear under review. The details of loans and advances which are required to be disclosedin the annual accounts of the Company are given under note 12 of the financial Statement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report which gives a detailed account of stateof affairs of the Company’s operations forms a part of this Annual Report as Annexure1

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.

DIRECTORS:

The Composition of the Board is as per the Companies Act 2013. On 30th May 2017 Mr.Nitin Pradhan step down from the post of Managing Director and continued as an ExecutiveDirector of the Company Mr. Mohammed Iqbal Ali Dholakia took the place of Mr. NitinPradhan to serve as a Managing Director till he resigned on 03rd August 2018. Mr. NitinPradhan again took his previous position as a Managing Director from the saiddate.Pursuant to Section 152 of the Companies Act 2013 and as per the Articles ofAssociation of the Company Mr. Prabhakar Shankar Patil (DIN 01627690) who retires byrotation and being eligible offers himself for re-appointment. If reappointed his termwould be in accordance with the policy for directors of the Company. Brief Resume of Mr.Prabhakar Patil is given above with the Annual General Meeting Notice.

Pursuant to the provisions of the Companies Act 2013 and as per Listing Agreementwhere ever applicable evaluation of every Director’s performance was done byNomination and Remuneration Committee. The performance evaluation of Non-IndependentDirectors and the Board as a whole Committees thereof was carried out by IndependentDirectors. Evaluation of Independent Directors was carried out by the entire Board ofDirectors excluding the Director being evaluated. The performance evaluation of theChairman of the Company was also carried out by Independent Directors taking into accountthe views of the Executive Director and Non-Executive Directors. Structured questionnaireswere prepared in accordance with the applicable provisions on Board Evaluation coveringvarious aspects of the evaluation such as adequacy of the size and composition of theBoard and Committee thereof with regard to skill experience independence diversityattendance and adequacy of time given by the Directors to discharge their duties etc.were circulated to the Directors for the evaluation process. All Directors unanimouslyexpressed that the evaluation outcome reflect the overall engagement of the Board and itsCommittees with the Company and its management and they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirmingthat they meet the criteria of independence as provided in sub-section 6 of Section 149 ofthe Companies Act 2013.

The details of familiarization programme for Independent Directors have been disclosedon website of the Company and is available at the website www.manvijay.com.

The following policies of the Company are attached herewith and marked as Annexure 2Annexure 3 and Annexure 4:

1. Policy on appointment of Directors and Senior Management (Annexure 2)

2. Policy on Remuneration of Directors (Annexure 3) and

3. Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 4)

KEY MANAGERIAL PERSONNEL (KMP):

The Company has following persons as Key Managerial Personnel under the Companies Act2013:

Sr. No Name Designation
1. Mr. Nitin Manohar Pradhan Managing Director
2. *Mr. Mohammed Iqbal Ali Dholakia Chief Financial Officer
3. Mr. Shivkumar Bholanath Vaishy Company Secretary

*Mr. Prabhakar Patil resigned from the post of Chief Financial Officer on 04thSeptember 2017 and * Mr. Mohammed Iqbal Ali Dholakia has been appointed as the ChiefFinancial Officer from the said date. Company during the period under review has properbalance of Key Managerial Personnel as per Companies Act 2013.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year Six Board Meetings were held during the year i.e. from 1st April 2017to 31st March 2018 on the following dates: 30th May 2017 03rd August 2017 04thSeptember 2017 13th December 2017 10th February 2018 and 28th February 2018.Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 Secretarial Standards 1 (SS-1) issued by the Institute of Company Secretariesof India.

COMMITTEES OF THE BOARD:

Audit Committee

During the year under review five meetings were held on the following dates: 30th May2017 03rd August 2017 13th December 2017 10th February 2018 and 28th February 2018.The recommendation by the Audit Committee as and when made to the Board has been acceptedby it.All members of the Audit Committee possess strong knowledge of accounting andfinancial management. The Chairman the Managing Director Chief Financial Officer theInternal Auditors and Statutory Auditors are regularly invited to attend the AuditCommittee Meetings. The Company Secretary is the Secretary to the Committee. The InternalAuditor reports to the Chairman of the Audit Committee. The significant audit observationsand corrective actions as may be required and taken by the management are presented to theAudit Committee. The Board has accepted all recommendations made by the Audit Committeefrom time to time.

The details of attendance at the Audit Committee meetings held during the year are asunder:

Name of the Director Designation No of Meetings Held Audit Committee Attended
Mr. Dilip M Joshi Non-executive Independent 5 5
Mr. Nitin M Pradhan Managing Director 5 3
Mr. Pradeep Vasant Gupte Non-executive Independent 5 5
Ms. Dolly Dhandhresha Non-executive Independent 5 5

Nomination and Remuneration Committee:

During the year under review the Committee met thrice a year on the following dates:30th May 2017 03rd August 2017 and 04th September 2017.

Name of the Director Designation No. of NRC Meetings
Held Attended
Mr. Dilip M Joshi Non-executive Independent 3 3
Mr. PradeespVasant Gupte Non-executive Independent 3 3
Ms. Dolly Dhandhresha Non-executive Independent 3 3

Stakeholders Relationship Committee

Pursuant to the Companies Act 2013 and the Listing Regulations the Company hasconstituted a Stakeholders Relationship Committee. The Committee looks into the grievancesof security holders of the Company.

During FY2018 the Committee met on 10thFebruary 2018 to inter alia review the statusof investors’ services rendered. Directors who are not the members of the Committeewere also invited to attend meeting of the Committee. The Committee was apprised of allthe major developments on matters relating to investors. In addition the Committee alsolooked into matters that can facilitate better investor services and relations.DuringFY2017-2018 No complaints from investors were received on any matters.

Name of the Director Designation No of Meetings Held Audit Committee Attended
Mr. Dilip M Joshi Non-executive Independent 1 1
Mr. Nitin M Pradhan Managing Director 1 1
Mr. Pradeep Vasant Gupte Non-executive Independent 1 1
Ms. Dolly Dhandhresha Non-executive Independent 1 1

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Under Section 186 of The Companies Act 2013 As the Company is engaged in the CoreInvestment Company and has made invested in their group Company during the year underreview. The provisions of Section 186 of the Companies Act 2013 relating to investment isnot applicable to the Company as it is the Investment Company except sub-section 1. TheCompany has complied with the other provisions related to loans under 186 of the Act.During the year the Company has not made any guarantees or securities. However thedetails of the same are provided in the financial statement at Note no 3 and 4.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Related Party Transactions entered into during the year were in the Ordinary Courseof Business and on arms’ length basis. Apart from the transaction held in theordinary course business the transaction entered with the related parties were undercompliance with the provisions of section 188 of the Companies Act 2013. All the relatedparty transaction are been approved by the Audit Committee of the Company. The Policy onmateriality of related party transactions and on dealing with related party transactionsas approved by the Board the Directors draw attention of the members on the financialstatement which sets out related party disclosures in notes to the financial statementsfor the year ended 31stMarch 2018. The Form AOC-2 as per Annexure 6sets outparticulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of section 188 of the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that: i. In the preparation of the annual accounts for thefinancial year ended 31stMarch 2018 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.

ii. The Directors have 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 the year ended 31stMarch 2018.

iii. The Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

vi. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the Board isof the opinion that the Company’s internal financial controls were adequate andeffective during FY 2017-18. During the year under review no material or seriousobservations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.

VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a VigilMechanism Policy forstakeholders including directors and employees of the Company and their representativebodies to report genuine concerns in the prescribed manner to freely communicate theirconcerns / grievances about illegal or unethical practices in the Company actual orsuspected fraud or violation of the

Company’s Code or Policies. The vigil mechanism is overseen by the Audit Committeeand provides adequate safeguards against victimization of stakeholders who use suchmechanism. It provides a mechanism for stakeholders to approach the Chairman of AuditCommittee or Chairman of the Company Chief Financial Officer. During the year no suchincidence was reported and no person was denied access to the Chairman of the AuditCommittee. The Mechanismof the Company is available at web link www.manvijay.com.

RISK MANAGEMENT:

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. Presently Regulation 21 of the SEBI LODR with respectto Risk Management Committee is not applicable to your Company.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

FINANCIAL STATEMENT:

The audited financial statement of the Company prepared in accordance with relevantAccounting Standards (AS) issued by the Institute of Chartered Accountants of India formspart of this Annual Report. The Compliance Officer will make these documents availableupon receipt of a request from any member of the Company interested in obtaining the same.These documents will also be available for inspection at the Registered Office of yourCompany during working hours up to the date of the Annual General Meeting.

AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Dharmesh M Kansara &Associates Chartered Accountants Mumbai hold office up to the conclusion of 37th AnnualGeneral Meeting of the Company. However they resigned as Statutory Auditors of theCompany due to pre-occupation w.e.f 21st February 2018. The Company appointed M/s G. P.Kapadia & Co. Chartered Accountants having Firm Registration Number 104768W w.e.f26th May 2018 by passing a Postal Ballot Resolution for appointing auditor in casualvacancy. The Board of Directors of the Company as suggested by the Audit Committeerecommends the appointment M/s G. P. Kapadia & Co. Chartered Accountants to theShareholders of the Company.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report for the year ended 31stMarch 2018 in prescribed form dulyaudited by the Practicing Company Secretary Firm M/s. Ferrao MSR Associates is annexedherewith and forming part of the report as Annexure 9There are no qualifications oradverse remarks in the Secretarial Audit Report issued by the above named firm hencedoesn’t require any comments from the Director on the same.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company involves low energy consumption. Adequate measures have however been takento conserve energy efficient equipment with latest technologies. As the cost of energyconsumed by the Company forms a very small portion of the total costs the impact ofchanges in energy cost on total cost is insignificant. Therefore the particulars relatingto the Conservation of Energy Technology Absorption as per 134(3)(m) of the Companies Act2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are not given. Furtherthe Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure7 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of theCompanies Act 2013 read with Rule5(2) & 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are available at the Registered Officeof the Company 21 days before the Annual General Meeting during working hours and shall bemade available to any shareholder on request. Such details arealso available on yourCompany’s website at: www.manvijay.com.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report in Annexure 8

DISCLOSURE OF COST RECORDS:

During the year under review the provisions of section 148 of the Companies Act 2013is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators or courts ortribunals which may impact the going concern status of the Company and its operations infuture.

GENERAL:

No fraud has been reported during the audit conducted by the Statutory AuditorsSecretarial Auditors of the Company. During the year under review no revision was made inthe previous financial statement of the Company. During the year ended on 31stMarch 2018there were no cases filed / reported pursuant to the Sexual Harassment of women atworkplace (Prevention Prohibition and Redressal) Act 2013.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

During the year under review no complaints/grievances were filed for sexual harassmentand there are no pending cases.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013:

There were no incident which would affect the Company’s financial position betweenthe end of the financial year of the Company and the date of this report except asdisclosed elsewhere in this report.

SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any outstanding shares in the suspense account and is notrequired to maintain any Suspense Account or Unclaimed Account as required under ScheduleV of SEBI (LODR)

CAUTIONARY STATEMENT:

Certain statements in the Directors’ Report describing the Company’sobjectives projections estimates expectations or predictions may be forward-lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ from those expressed or implied. Important factors that could make adifference to the Company’s operations include man and material availability andprices cyclical demand and pricing in the Company’s principal markets changes ingovernment regulations tax regimes economic development within India and otherincidental factors.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.

We very warmly thank all our employees for their contribution to your Company’sperformance.

We applaud them for their superior levels of competence dedication and commitment toyour Company.

For and behalf of the Board of Directors of

Manvijay Development Company Limited

Sd/- Sd/-
NitinPradhan Prabhakar Patil
Managing Director Director
DIN: 01595576 DIN: 01627690
Place: Mumbai
Date: 29th May 2018