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Mount Housing & Infrastructure Ltd.

BSE: 542864 Sector: Infrastructure
NSE: N.A. ISIN Code: INE444X01014
BSE 00:00 | 23 Dec Mount Housing & Infrastructure Ltd
NSE 05:30 | 01 Jan Mount Housing & Infrastructure Ltd
OPEN 36.90
PREVIOUS CLOSE 35.10
VOLUME 2
52-Week high 36.90
52-Week low 25.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 35.10
Buy Qty 1.00
Sell Price 35.10
Sell Qty 88.00
OPEN 36.90
CLOSE 35.10
VOLUME 2
52-Week high 36.90
52-Week low 25.00
P/E
Mkt Cap.(Rs cr) 11
Buy Price 35.10
Buy Qty 1.00
Sell Price 35.10
Sell Qty 88.00

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

Company director report

FOR THE FINANCIAL YEAR 2018-2019

To

The Members

Your Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Statement of Accounts of your Company for the financial year ended March 31 2019.

FINANCIAL SUMMARY AND HIGHLIGHTS

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

ParticularsFor the financial year ended 31st March 2019For the financial year ended 31st March 2018
(Amount in Rs.)(Amount in Rs.)
Revenue from operations81672957125059419
Other Income3662391594599
Total Revenues82039197126654018
Total Expenses80417377121120450
Profit before tax16218195533569
Tax expense
Current tax3000002000000
Deferred tax214727(472010)
Profit after Tax11070924005579

AMOUNT TRANSFERRED TO RESERVES

No amount was transferred to reserves during the financial year ended March 31 2019.

DIVIDEND

In view of the planned business growth your Directors deem it proper to preserve the resources of the Company for its activities and hence do not recommend any dividend for the financial year ended March 31 2019.

STATE OF THE COMPANY'S AFFAIRS AND FUTURE OUTLOOK

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

The highlights of the Company's performance are as under:

 Revenue from operations decreased by 34.69% from Rs. 125059419/- to Rs.81672957/-.

 Net Profit for the year decreased by 72.36% from Rs. 4005579/- to Rs. 1107092/-.

 Earnings per share have decreased by 75.97% from Rs. 1.54/- to Rs.0.37/-.

The decrease in the revenue from operations net profit and EPS is accredited to the decrease in turnover in comparison to the last financial year.

The future outlook for the real estate sector looks positive and with the organization's successful track record of 23 years in executing and delivering quality real estate projects the Company would definitely be able to better its performance in the next financial year.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the Company during the financial year ended March 31 2019.

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

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

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the financial year ended March 31 2019 the Authorised Share Capital of the Company remained unchanged at Rs.60000000/- (Rupees Six Crores Only) consisting of 6000000 equity shares of Rs. 10/- each.

During the financial year ended March 31 2019 the paid-up share capital of the Company has remained unchanged at Rs. 30287000/- (Rupees Three Crores Two Lakhs and Eighty Seven Thousand Only) consisting of 3028700 equity shares of Rs. 10/- each.

LISTING OF SECURITIES OF THE COMPANY

The Equity Share Capital of the Company was listed on the Madras Stock Exchange (MSE) and the Coimbatore Stock Exchange (CSE). As both the exchanges were derecognized by SEBI the Company was placed on the Dissemination Board of NSE.

The Company has made an application to the Bombay Stock Exchange Limited (BSE) for the listing of its entire Equity Share Capital. The Company proposes to list and trade the entire Equity Share Capital of the Company on the Bombay Stock Exchange Limited (BSE).

The Company has received In-Principle approval from the Bombay Stock Exchange Limited (BSE) for listing of its securities.

INTERNATIONAL SECURITY IDENTIFICATION NUMBER (ISIN)

The International Security Identification Number (ISIN) is INE444X01014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no change in the constitution of the Board of Directors of the company either during the financial year ended March 31 2019 or after the end of the financial year and up to the date of this Report.

Mr. Kalpesh Bafna Wholetime Director of the Company retires by rotation at the ensuing Annual 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 affirmed compliance 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 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act 2013.

BOARD MEETINGS

During the financial year 2018-2019 4 meetings of the Board of Directors of the company were convened on the following dates:

30.05.2018 14.08.2018 14.11.2018 and 12.02.2019.

The gap between two consecutive Board Meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

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 DirectorCategoryPosition
Mr. ManikandanIndependent DirectorChairperson
Mrs. Alka KankaniIndependent DirectorMember
Mr. Kalpesh BafnaExecutive DirectorMember

The terms of reference of the Audit Committee is as specified in Section 177 of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

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

Name of the DirectorCategoryPosition
Mrs. Alka KankaniIndependent DirectorChairperson
Mr. Jitendra Kumar JainIndependent DirectorMember
Mr. Manikandan>Independent DirectorMember
Mr. Ramesh Chand BafnaExecutive DirectorMember

The terms of reference of the Nomination and Remuneration Committee is as specified in Section 178 of the Companies Act 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is as follows:

Name of the DirectorCategoryPosition
Mr. ManikandanIndependent DirectorChairperson
Mr. Jitendra Kumar JainIndependent DirectorMember
Mr. Kalpesh BafnaExecutive DirectorMember

The terms of reference of the Stakeholders Relationship Committee is as. specified in Section 178 of the Companies Act 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 your directors would like to state that:

a) in the preparation of the annual accounts for the financial year ended March 31 2019 the applicable accounting standards had been followed;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis; and

e) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference to the financial statements. During the financial year ended March 31 2019 such controls were tested and no reportable material weakness was identified.

FRAUDS REPORTED BY THE AUDITOR

The Statutory Auditors of the Company have not reported any instances of fraud to the Board of Directors during the financial year ended March 31 2019.

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 year ended March 31 2019. There were no deposits remaining unpaid or unclaimed as at the end of the financial year. There has been no default in repayment of deposits or payment of interest thereon during the financial year.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

During the financial year ended March 31 2019 the Company has neither given any loan or guarantee nor provided any security or made any investment under Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended March 31 2019 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 the Company with Promoters.

Key Managerial Personnel or other designated persons which may have 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 Act 2013 and hence the said provisions are not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is making continuous efforts to conserve energy wherever possible.

There was no technology absorption during the financial year ended March 31 2019.

There were no foreign exchange earnings and outgo during the financial year ended March 31 2019.

RISK MANAGEMENT

The element of risk threatening the existence of the Company is very minimal and hence a 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 Tribunals which would impact the going concern status of the company and its future operations.

STATUTORY AUDITORS

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

EXPLANATION IN RESPONSE TO AUDITORS' QUALIFICATIONS

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

MAINTENANCE OF COST RECORDS

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

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the financial year ended March 31 2019.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return of the company for the financial year ended March 31 2019 in Form No MGT-9 has been enclosed with this Report as Annexure -I.

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

The Company is committed to provide a safe and conducive work environment to its employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company has not received any complaint regarding sexual harassment during the financial year ended March 31 2019.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors
RAMESH CHAND BAFNAKALPESH BAFNA
MANAGING DIRECTORWHOLETIME DIRECTOR
DIN: 02483312DIN: 01490521
Place: Coimbatore
Date: 14.08.2019