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Mount Housing & Infrastructure Ltd.

BSE: 542864 Sector: Infrastructure
NSE: N.A. ISIN Code: INE444X01014
BSE 00:00 | 02 Nov Mount Housing & Infrastructure Ltd
NSE 05:30 | 01 Jan Mount Housing & Infrastructure Ltd
OPEN 33.30
PREVIOUS CLOSE 33.30
VOLUME 16
52-Week high 36.85
52-Week low 33.30
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 33.30
CLOSE 33.30
VOLUME 16
52-Week high 36.85
52-Week low 33.30
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mount Housing & Infrastructure Ltd. (MOUNTHOUSING) - Director Report

Company director report

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MANAGEMENT DISCUSSION AND ANALYSIS

Your Directorshave pleasure in presenting the Twenty Seventh Annual Report togetherwith the Audited Statement of Accounts of your Companyfor the financial year ended March31 2022.

FINANCIAL PERFORMANCE

The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder:

Particulars For the financial year ended 31st March 2022 For the financial year ended 31st March 2021
(Amount in Rs.) (Amount in Rs.)
Revenue from operations 15200000 10325960
Other Income 2178662 8892492
Total Revenues 17378662 19218452
Total Expenses 16365922 18505647
Profit before tax 1012740 712805
Tax expense
Current tax 135000 169362
Deferred tax 179166 193429
Profit after Tax 698575 350014

REVIEW OF BUSINESS OPERATIONS

The Company is engaged in the business of real estate development.

• There was Increase in Revenue from Operations during the financial year comparedto previous year. However due to prevailing conditions in the real estate industry beingnot conducive the Company was not able to launch new projects.

• The Company has been successful in earning profits and has turned Earning pershare into positive.

DIVIDEND AND RESERVES

Considering the current market scenario of the company and industry as whole during thefinancial year your Directors do not recommend any dividend and have not transferred anyamount to reserves for the financial year ended March 31 2022.

OUTLOOK OPPORTUNITIES THREATS RISKS AND CONCERNS

The outlook for the real estate industry appears to be bleak owing to the COVID-19pandemic which has pushed the economy into deep recession. This has resulted insignificant reduction in economic activities and the business operations of the Company.The Company has new projects in the pipeline. But the commencement of the new projects hasbeen disrupted due to the COVID-19 pandemic. However with the organization's successfultrack record of 25+ years in executing and delivering quality real estate projects theCompany would definitely be able to better its performance in the next financial year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financialyear ended March 31 2022.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the financial year ended March 31 2022 the Authorised Share Capital of theCompany remained unchanged at Rs.60000000/- (Rupees Six Crores Only) consisting of6000000 equity shares ofRs.10/- each.

During the financial year ended March 31 2022 the paid-up share capital of theCompany has remained unchanged atRs.30287000/- (Rupees Three Crores Two Lakhs andEightySevenThousand Only) consisting of 3028700 equity shares of Rs.10/- each.

LISTING OF SECURITIES OF THE COMPANY

The equity shares of the Company are listed and traded on the Bombay Stock ExchangeLimited (BSE) with effect from November 06 2019. The Scrip code of the Company on BSELimited is 542864. The International Security Identification Number (ISIN) isINE444X01014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. KalpeshBafna Managing Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

CODE OF CONDUCT

The members of the Board of Directors and the Senior Management Personnel have affirmedcompliance with the Code of Conduct as formulated by the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received from its Independent Directors the necessary declaration thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.

BOARD MEETINGS

During the financial year 2021-2022 6 meetings of the Board of Directors of thecompany were held on the following dates: 03.06.2021 29.06.2021 14.08.2021 15.11.202115.02.2022 and 22.03.2022. The gap between two consecutive Board Meetings did not exceed120 days. Number of meetings attended by the Board of Directors:

S. No. Name of Director No. of Meetings Attended
1 Mr. Ramesh Chand Bafna 6
2 Mr. Kalpesh Bafna 6
3 Mrs. Alka Kankani 6
4 Mr. Jitendra Kumar Jain 6

COMMITTEES OF THE BOARD AND MEETINGS

The Board of Directors of the Company has constituted the following committees.

AUDIT COMMITTEE

The composition of the Audit Committee is as follows:

Name of the Director Category Position
Mr. Jitendra Kumar Jain Independent Director Chairperson
Mrs. Alka Kankani Independent Director Member
Mr. Kalpesh Bafna Executive Director Member

The terms of reference of the Audit Committee is as specified in Section 177 of theCompanies Act 2013. During the financial year 2021-2022 5 meetings of the AuditCommittee were held on the following dates: 29.06.2021 14.08.2021 15.11.2021 15.02.2022and 22.03.2022. Number of meetings attended by the members of the Audit Committee:

S. No. Name of Director Position No. of Meetings Attended
1 Mr. Jitendra Kumar Jain Chairperson 5
2 Mrs. Alka Kankani Member 5
3 Mr. Kalpesh Bafna Member 5

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is as follows:

Name of the Director Category Position
Mrs. Alka Kankani Independent Director Chairperson
Mr. Jitendra Kumar Jain Independent Director Member
Mr. Ramesh Chand Bafna Executive Director Member

The terms of reference of the Nomination and Remuneration Committee is as specified inSection 178 of the Companies Act 2013. During the financial year 2021-2022 1 meeting ofthe Nomination and Remuneration Committee was held on 22.03.2022. Number of meetingsattended by the members of the Nomination and Remuneration Committee:

S.No. Name of the Director Position No. of Meetings Attended
1 Mrs. Alka Kankani Chairperson 1
2 Mr. Jitendra Kumar Jain Member 1
3 Mr. Ramesh Chand Bafna Member 1

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company has been formulated in accordancewith Section 178 of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.The Nomination and Remuneration Policy of theCompany has been formulated by the Nomination and Remuneration Committee and has beenapproved by the Board of Directors of the Company. This policy specifies the criteria forthe payment of equitable remuneration to the Directors Key Managerial Personnel (KMP)Senior Management and other employees of the Company. The Nomination and RemunerationPolicy of the Company has been disclosed on the website of the Company and the weblinkthereto is https://www.mounthousing.com/others/Nomination-and-Remuneration-Policy.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is as follows:

Name of the Director Category Position
Mrs. Alka Kankani Independent Director Chairperson
Mr. Jitendra Kumar Jain Independent Director Member
Mr. Kalpesh Bafna Executive Director Member

The terms of reference of the Stakeholders Relationship Committee is as specified inSection 178 of the Companies Act 2013. During the financial year 2021-2022 1 meetings ofthe Stakeholders Relationship Committee were held on 22.03.2022. Number of meetingsattended by the members of the Stakeholders Relationship Committee:

S.No. Name of the Director Position No. of Meetings Attended
1 Mrs. Alka Kankani Chairperson 1
2 Mr. Jitendra Kumar Jain Member 1
3 Mr. Kalpesh Bafna Member 1

CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 17A 18 19 20 21 22 23 24 24A 25 2627 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E ofSchedule V shall not apply to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors would like to state that: a) in the preparation of the annual accounts for thefinancial year ended March 31 2022 the applicable accounting standards had beenfollowed; b) they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period; c) they had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; d) they had prepared the annual accounts on a goingconcern basis; e) they have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference to thefinancial statements. During the financial year ended March 312022 such controls weretested and no reportable material weakness was identified.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control systems are well developed and are adequate to ensureefficiency in operations compliance with applicable statutes policies as well asprocedures and reliability and integrity of financial and operational information. TheCompany has constituted an Audit Committee for the guidance and proper control of theaffairs of the Company.

DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Companies.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial yearended March 31 2022. There were no deposits remaining unpaid or unclaimed as at the endof the financial year. There has been no default in repayment of deposits or payment ofinterest thereon during the financial year.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the financial year ended March 31 2022 the Company has neither given any loanor guarantee nor provided any security or made any investment under Section 186 of theCompanies Act 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year endedMarch 31 2022 were on an arm's length basis and were in the ordinary course of business.Further there were no materially significant related party transactions made by theCompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with the interest of the Company at large.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria laid down in Section 135 of the Companies Act2013 and hence the said provisions are not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is making continuous efforts to conserve energy wherever possible. Therewas no technology absorption during the financial year ended March 31 2022.

There were no foreign exchange earnings and outgo during the financial year ended March31 2022.

RISKMANAGEMENT

The element of risk threatening the existence of the Company is very minimal and hencea Risk Management Policy has neither been developed nor implemented for the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich would impact the going concern status of the company and its future operations.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 AnnualReturn of the Company as at 31st March 2022 is uploaded on the website of the company atwww.mounthousing.com

STATUTORY AUDITORS

Mrs.K.R.Divya Chartered Accountant Coimbatore (Membership No:228896) had beenappointed as the Statutory Auditor of the Company at the 23rd Annual GeneralMeeting of the Company to hold office until the conclusion of the 28th AnnualGeneral Meeting of the Company.

EXPLANATION IN RESPONSE TO AUDITORS'QUALIFICATIONS

The Statutory Auditors have not made any qualification reservation adverse remark ordisclaimer in their Report.

FRAUDS REPORTED BY THE AUDITOR

The Statutory Auditors of the Company have not reported any instances of fraud to theBoard of Directors during the financial year ended March 31 2022.

MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by the CentralGovernment under Section 148(1)of the Companies Act 2013.

SECRETARIAL AUDITOR

The Board of Directors of the Company has appointed M/s. Monalisa Datta CompanySecretariesto undertake the Secretarial Audit of the Company.The Secretarial Audit Reportin Form MR-3 has been enclosed with this Report as Annexure II.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the financialyear ended March 31 2022.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to itsemployees. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has not received anycomplaint regarding sexual harassment during the financial year ended March 31 2022.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy for directors andemployees of the Company to report their genuine concerns or grievances. The vigilmechanism provides for adequate safeguards against victimization of directors employeesor any other person who avails the mechanism and also provides for direct access to theChairperson of the Audit Committee in appropriate and exceptional cases. The Companyhereby affirms that no personnel have been denied access to the Chairman of the AuditCommittee and that no complaints were received during the financial year. The VigilMechanism/ Whistle Blower Policy of the Company has been disclosed on the website of theCompany and the web link thereto ishttps://www.mounthousing.com/others/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance and that of itsindividual directors and committees.

DEVELOPMENT IN HUMAN RESOURCES

The company enjoyed healthy and cordial relations with the employees of the company.The Board of Directors place on record their sincere appreciation in respect of theservices rendered by the employees of the Company at all levels.

PARTICULARS OF EMPLOYEES

The Statement containing the particulars of employees as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below: (i) The ratio of theremuneration of each director to the median remuneration of the employees of the companyfor the financial year

S.No. Name Designation Remuneration Ratio to the Median
1 Mr. Ramesh Chand Bafna Managing Director 1800000 3.75
2 Mr. Kalpesh Bafna Whole-time Director 0 0

(ii) The percentage increase in remuneration of each Director Chief Financial Officer(CFO) Chief Executive Officer (CEO) Company Secretary (CS) or Manager if any in thefinancial year.

S.No. Name Designation % Increase
1 Mr. Ramesh Chand Bafna Managing Director 28.57%
2 Mr. Kalpesh Bafna Whole-time Director Nil
3 Mrs. Poonam Bafna Chief Financial Officer (CFO) Nil
4 Ms. Anita Kumari Chhajer Company Secretary (CS) Nil

(iii) The percentage increase in the median remuneration of employees in the financialyear 28.57%

(iv) the number of permanent employees on the rolls of company 4

(v) We affirm that the remuneration is as per the remuneration policy of the company.

There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation to the valued shareholders bankersand clients for their support. The Directors take this opportunity to place on recordtheir sincere appreciation for the co-operation and commitment of the employees of theCompany.

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