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Mazda Properties Ltd.

BSE: 523197 Sector: Infrastructure
NSE: N.A. ISIN Code: INE245R01017
BSE 05:30 | 01 Jan Mazda Properties Ltd
NSE 05:30 | 01 Jan Mazda Properties Ltd

Mazda Properties Ltd. (MAZDAPROPERTIES) - Director Report

Company director report

TO THE SHAREHOLDERS

TO THE MEMBERS OF MAZDA PROPERTIES LIMITED

Your Directors' hereby present their Thirty First (31st) Annual Report and the AuditedStatements of Accounts for the year ended March 31 2018.

1. Financial Results
In Rupees
Particulars Financial Year ended Standalone For the year Ended 31/03/2018 For the year Ended 31/03/2017
N I L N I L
Income from operations
115 115
Other Income
Total Expenditure before Finance Costs & (1310215) (1197443)
Depreciation
Profit/(loss) before Finance Costs Depreciation 115 115
Exceptional Items & Tax
(1791) (3150)
Finance Costs
N I L N I L
Depreciation
(1311891) (1200478)
Profit/(Loss) before Exceptional Items & Tax
N I L 15000
Exceptional Items (Income)
(1311891) (1185478)
Profit / (Loss) before Tax
N I L N I L
Tax Expenses
(A) Profit/(Loss) after Tax from continuing operations (1311891) (1185478)
Profit/(Loss) before Tax from discontinuing operations N I L N I L
N I L N I L
Tax Expenses
(B) Profit/(Loss) after Tax from discontinuing operations N I L N I L
(1311891) (1185478)
(C) Profit/(Loss) for the Period (A-B)
N I L N I L
(D)Other Comprehensive Income
(E) Profit/(Loss) brought forward from previous year (13641655) (12456177)
NIL N I L
Amount transferred to General Reserve
(14953546) (13641655)
Profit/(Loss) carried to Balance Sheet (C+D+E)

*previous year figures have been regrouped/rearranged wherever necessary.

2. Dividend

In view of the loss incurred during the year the Directors do not recommend thepayment of dividend.

3. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is providedas link at our website please browse at www.mazdaproperties.com.

4. Comments by the board on every qualification reservation or adverse remark ordisclaimer made by: i. Auditor in his report

The observations made by the Auditors in their report are self-contained andself-explanatory and also have been properly dealt in the specific notes forming part ofthe accounts and therefore do not call for any further explanation.

ii. Company Secretary in practice in his report

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

5. Internal financial controls with reference to financial statements:

The Company has in place adequate internal control with reference to financialstatements. The Board has adopted the policy and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets the prevention and detection of errors and fraud the accuracyand completeness of the accounting records.

6. Deposits:

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013.

7. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Farrokh Mehta (DIN: 00213838) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment. The Board hasbeen duly constituted and no appointment or resignation took place in the financial year2017-18. Resignation occurring after Reporting Period Mrs. Desiree Colin Lobo IndependentDirector of the Company has resigned w.e.f. 1st August 2018.

Mr. Bipin C. Shah Chief Financial Officer and Mr. Ashok Lalchand Surana ChiefExecutive Officer of the Company and Mr. Dinesh Kumar Company Secretary have resignedw.e.f. 1st August 2018.

8. Number of meetings of the board:

During the year under review the meeting of the Board of Directors was conducted 5times on 30th May 2017 2nd September 2017 14thSeptember 2017 14th November 2017 and 14th February 2018. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

The Company has received declarations from all Directors of the Company stating thatthey meet criteria of independence as mentioned under Section 149(6) of the Companies Act2013.

Date of Board Meeting

Name of Director and Attendance details

Mr. S.H Mr. F.E.D Mr. Dara. Mrs. Mr. Haren P. Mr. M. D.
Shah

Mehta

K. Deboo

Desiree Shah

Jhaveri

Lobo
1. 30.05.2017 Yes Yes Yes Yes Yes Yes
2. 02.09.2017 Yes Yes Yes Yes Yes Yes
3. 14.09.2017 Yes Yes Yes Yes Yes Yes
4. 14.11.2017 Yes Yes Yes Yes Yes Yes
5 14.02.2018 Yes Yes Yes Yes Yes Yes

9. Projects

Ahura Ashish Complex at Bordi

The Company could not make any progress on this project due to dispute between theCompany and the Vendor. The matter is pending in the Court. In this regard your attentionis drawn to Note 5 (A) (2) of Notes forming part of the Financial Statements – Sr.No.5 (A) (2) to 5 (A) (2.4). Your Directors are taking every possible necessary step toprotect the interest of the Company. Considering the facts and circumstances of the caseyour Directors are confident of getting the appropriate orders and/or reliefs in theCompany's favour from the Court.

10. Disclosure about regulatory and legal matters

Administrative Office Premises

The company has filed R.A.D. Suit in the Court of Small Causes at Mumbai against VittaMazda Ltd. and Trustees of the Elphinstone Cricket Club and Official Liquidator of VittaMazda Ltd. - In Liquidation (joined as party defendant as per the judgement and order dtd.30-08-2006 of the Hon'ble High Court of Gujarat) for a declaration that the company is inquiet and peaceful use occupation and enjoyment of part of the premises viz. 203Elphinstone House 2nd Floor 17 Marzban Road Mumbai – 400 001. Thecompany has obtained a permanent injunction order in the said suit whereby the Defendantsare restrained from dispossessing the company from the said premises till disposal of thesuit and the same is still valid and holds good. However on 10/10/2014 the Bailiff alongwith one of the trustees of the Elphinstone Cricket Club attempted to execute Writ ofWarrant of possession against the Vitta Mazda Ltd. and Official Liquidator of Vitta MazdaLtd. - In Liquidation in respect of the Administrative Office Premises of the Company inpursuance of the order passed in the Execution Application No. 327/14 in Appeal No. 527/10in L.E & C. Suit No. 20/22 of 1995 filed by the Trustees of the Elphinstone CricketClub V/s Vitta Mazda Ltd. & Official Liquidator High Court Ahmedabad. To furtherprotect the interest of the Company the Company has made an application in the saidExecution Application on 27/08/2015 with a prayer that said decree of Warrant ofpossession cannot be executed without first adjudicating the rights of the Company whichis pending before the Court of Small Cause of Mumbai. The landlords of the AdministrativeOffice Premises viz. Trustees of the Elphinstone Cricket Club have filed ObstructionistNotice No. 667 of 2015 in Exhibit No. 23 (Intervener's Application) in Execution

Application No. 327/14 in L.E. & C Suit No. 20/22 of 1995 against (1) Vitta MazdaLtd. (now in liquidation) and (2) the Official Liquidator High Court Ahmedabad asDefendants and the Company as an Intervener and M/s. Master & Company asObstructionists. There is an uncertainty related to the outcome of the said applicationfiled against the company.

Ahura Ashish Complex at Bordi

Your attention hereby invited to Note 5 (A) (2) of Notes forming part of the FinancialStatements – Sr. No.5 (A) (2) to 5 (A) (2.4) giving complete details of the pendingsuits/execution proceedings filed by the Company at Palghar Court which are selfexplanatory.

Delisting of Security from BSE Limited (BSE)

BSE vide notice no. 20180509-4 dated 09-05-2018 read with order no.LIST/COMP/AS/228/2018-19 dated 11-05-2018 has Compulsory Delisted Mazda PropertiesLimited w.e.f. May 11 2018 and shifted the Company to its Dissemination Board for aperiod of five years. In view of the above the Promotors of the Company have beendirected to provide an Exit Offer to the Public Shareholders of the Company at the exitprice computed by the independent valuer appointed by BSE pursuant to regulation 23(1) ofSEBI (Delisting of Equity Shares) Regulations 2009 and published by BSE in the PressRelease dated May 12 2018 ("Press Release"). In the extant case as per thePress Release the exit price has been arrived at Re.1/- (Rupee One Only) per Equity Share("Exit Price") of the Company.

11. Director's Responsibility Statement

As stipulated in Section 134(3)(c) of the Companies Act 2013 your Directors' confirmas under:- i. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures. ii. The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31st March 2018and of the loss of the Company for the year ended 31st March 2018. iii. The Directorshave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities. iv. TheDirectors have prepared the Annual Accounts on a going concern basis. v. That properinternal financial controls were in place and that the financial controls were adequateand were operating effectively. vi. That proper systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

12. SEBI(LODR) Requirements

The securities of your company were listed at Bombay Stock Exchange Mumbai. Trading incompany's securities remain suspended at Stock Exchange during the year.

13. Auditors

Members of the Company at the Annual General Meeting (‘AGM') held on 30thSeptember 2017 approved the appointment of M/s. V. J. Shah & Co. CharteredAccountants ("the Auditors") as the statutory auditors of the Company for aperiod of five years commencing from the conclusion of the 30th Annual General Meetingheld on 30th September 2017 until the conclusion of 35th Annual General Meeting of theCompany to be held in the year 2022. The Auditors have audited the books of account of theCompany for the Financial Year ended 31st March 2018 and have issued the Auditors' Reportthereon. In terms of the provisions relating to statutory auditors forming part of theCompanies Amendment Act 2017 notified on 7th May 2018 ratification of appointment ofStatutory Auditors at every AGM is no more a legal requirement. Accordingly the Noticeconvening the ensuing AGM does not carry any resolution on ratification of appointment ofStatutory Auditors. The Auditors have confirmed that they are eligible to continue asStatutory Auditors of the Company to audit the books of account of the Company for theFinancial Year ending 31st March 2019.

14. Secretarial Auditor:

Mohd Akram Practicing Company Secretaries were appointed as Secretarial Auditor toundertake Secretarial Audit of the Company for the year 2017-18. Their Secretarial AuditReport in prescribed in the Form No. MR-3 is annexed to the Directors' Report.

15. Declaration of Independent Directors:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

16. Performance Evaluation of The Board Committees and Director

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an evaluation of its own performance Committeesand performance of Individual Directors. The performance of the Board Committees andIndividual directors was evaluated by seeking inputs from all Directors based on certainparameters such as: degree of fulfillment of key responsibilities; Board/Committeestructure and composition; establishment and delineation of responsibilities to variousCommittees; effectiveness of Board processes information and functioning; Board/Committee culture and dynamics and quality of relationship between the Board /Committeeand the Management. The Directors made a self-assessment of their effectiveness in termsof attendance contribution at Meetings and guidance/support extended to the Managementoutside Board/ Committee Meetings. The feedback received from the Directors was discussedand reviewed by the Independent Directors and also shared with Nomination and RemunerationCommittee. The Chairman of the Board provided feedback to the Directors on an individualbasis as appropriate. Significant highlights learning and action points with respect tothe evaluation were presented to the Board.

17. Risk Management Policy:

The company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the audit committee and the board of directors of thecompany. The company's internal control systems are commensurate with the nature of itsbusiness and the size and complexity of its operations. These are routinely tested andcertified by statutory as well as internal auditors. Significant audit observations andfollow up actions thereon are reported to the audit committee.

18. Vigil mechanism / Whistleblower policy:

In conformity with the provisions of the Companies Act 2013 policy has been laid downto provide a mechanism for any concerned person of the Company to approach Chairman of theAudit Committee for the purpose of dealing with instance of fraud and mismanagement ifany and also ensure that whistleblowers are protected from retribution whether within oroutside the organisation.

19. Remuneration Policy:

The board has on the recommendation of the nomination & remuneration committeeframed a policy for selection and appointment of directors senior management and theirremuneration.

20. Audit Committee:

The Audit Committee comprises of Mr. Shirish H. Shah(DIN : 00082116) Chairman of theAudit Committee Mr. Haren P. Shah (DIN : 06997938) and Mr. Mahesh D. Jhaveri (DIN :06998085) as members in line with requirements of Section 177 of the Companies Act 2013.All the recommendations made by the Audit Committee were accepted by the Board.

21. Conservation of Energy Technology absorption foreign earnings and outgo:

The information as required under Section 134(3)(m) of the Companies Act 2013 withrespect to conservation of energy technology absorption and foreign exchange earnings andoutgo is not applicable for the year under review as the Company is not engaged inmanufacturing activities during the year under review. Therefore there is no informationto submit in respect of conservation of energy and absorption of technology. The Companyhas no foreign exchange earning and outgo during the year under review.

22. Particulars of Employees:

The prescribed particulars of Employees required under section 197 of the CompaniesAct 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed and forms part of this report of theDirectors.

23. Corporate Governance:

In view of the exemption granted to the Company vide Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15.05.2014 by SEBI the provision with regard to Corporate Governance/Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs.10crores and/or net worth not exceeding Rs. 25 crores as on the last day of the previousfinancial year.

24. Code For Prevention Of Insider-Trading Practices:

The Securities and Exchange Board of India vide notification dated January 15 2015notified The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 which is effective from May 15 2015. The Company has amended itsInsider Trading Prohibition Policy accordingly. The Company has instituted a comprehensivecode of conduct for its directors management and officers and the other connected personswith the Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation guidelines and procedures to be made while dealing with shares of the Companyincluding the consequences of violations if any. The code clearly specifies among othermatters that the Directors and specified employees of the Company can trade in the sharesof the Company only during ‘Trading Window Open Period'. The trading window is closedduring the time of declaration of results dividend and material events etc. as per thePolicy. Disclosure of shareholding is taken from all the directors and DesignatedEmployees and other connected persons of the Company.

25. Disclosures

Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS 18) has been made in the notes to the Financial Statements.

Particulars of loans guarantee and investments:

Details of investments made by the Company have been given in the Financial Statements.The Company has not given any guarantee or advanced any loans pursuant to the provisionsof Section 186 of Companies Act 2013.

Cash flow analysis:

In conformity with the provisions of Companies Act 2013 the cash flow statements forthe year ended 31.03.2018 is annexed with the financial statements.

26. Corporate Social Responsibility

In view of the exemption granted to the Company under Section 135 of Companies Act2013 CSR is not applicable to the company for the financial year 2017-18.

27. Acknowledgement

Your Directors wish to place on record their appreciation of the wholeheartedco-operation received by the Company from their bankers during the year under review.

28. General

The notes forming part of the Financial Statements are self-explanatory or to theextent necessary have been dealt within the preceding paragraphs of this report.

ON BEHALF OF THE BOARD OF DIRECTORS
Place : Mumbai DARA K. DEBOO
Date : 4th September 2018 CHAIRMAN