| Dear Members,
The Directors have pleasure in presenting their 25th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2015.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY
Particulars 2014-2015 2013-14
Gross Income 13,05,744.00 2,68,42,066.00
Profit Before Interest and (1494669.00) 22809350.00
Depreciation
Finance Charges 73,931.00 1,24,92,239.00
Gross Profit -15,68,600.00 10317111.00
Provision for Depreciation - 4,735.00
Net Profit Before Tax -15,68,600.00 1,03,12,376.00
Provision for Tax -2,89,155.00 34,50,897.00
Net Profit After Tax -12,79,445.00 68,61,479.00
Balance of Profit brought -12,79,445.00 68,61,479.00
forward
Balance available for -12,79,445.00 68,61,479.00
appropriation
Proposed Dividend on Equity - -
Shares
Tax on proposed Dividend - -
Transfer to General Reserve - 20,00,000.00
Surplus carried to Balance Sheet -12,79,445.00 48,61,479 .00
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF
COMPANY'S AFFAIR
Company is engaged in construction and Housing Finance related
activities. During the year under consideration the company has
achieved a gross income of turnover of Rs. 13.05 lacs. After charging
all expenses, the company has incurred loss of Rs. 12.79 Lacs as
against Rs.68.61 Lacs profit in the preceding year. Company's business
has a tremendous downfall due to adverse and competitive market
conditions and overall slowdown in real estate and construction
industry. Your Directors are optimistic that on the basis of inquiries
generated and seriousness demonstrated by the government for the
development of housing and infrastructure industry, would show an
incre- mental growth in Companies Business in near future.
3. DIVIDEND
The company has not earned profits from its business operations during
the current year and to conserve the resources your Directors are not
recommending payment of any dividend to the shareholders.
4. TRANSFER TO RESERVES
The company has not earned profits from its business operations during
the current year and to Looking at the current financial position of
the company Directors are not recommending any transfer to General
Reserves out of the amount available for appropriation if any.
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Reappointment of Managing director -
Shri. Ishwarlal Shankarlal Jain, Chairman & Managing Director of the
company whose term is expiring on 30th September 2015 is being eligible
to offer himself for reappoint- ment as Managing Director for the
period of Five Year i.e. Form 1 October 2015 to 30th September 2021.
His candidature for Appointment as Managing Director of the Company is
recommended both by the Nomination and Remuneration Committee and by
the Board of Directors. Approval for his appointment has been sought
from the Members of the Company
Appointment of Director
As per the amended provisions of listing agreement and pursuant to
section 149 of the Companies Act, 2013 every listed company should have
a woman director on its board therefore, the Board of Directors at
their meeting held on 31.03.2015 co-opted Mrs. Neetika Manish Jain
(DIN:00394934) on the Board as Additional Director (Non-Executive) as
per section 161 of the Company Act, 2013 her tenure of office expires
at the ensuing Annual General Meeting, being eligible, offer herself
for reappointment. Her candidature for Appointment as women director is
recommended both by the Nomination and Remu- neration Committee and by
the Board of Directors. Approval for her appointment has been sought
from the Members of the Company.
* Resignation of Director
During the year, Mr. Prashant Jugalkishor Agrawal Independent Director
has resigned w.e.f. 11/11/2014 due to preoccupation.
* Directors retire by rotation
Mr. Purushottam Wani, Mr. Manish Jain and Mr. Pramod Mehta, Directors
who are liable to retire by rotation has been retiring at the
forthcoming Annual General Meeting and being eligible, offer themselves
for reappointment.
Brief resume of the Directors seeking Appointment, reappointment and
nature of their expertise in specific functional areas, names of
companies in which they hold directorships and memberships /
chairmanships of Board Committees, as stipulated under Corporate
Governance Report.
6. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule, 5 of
The Companies (Appoint- ment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is provided in the
Corporate Governance Report.
7. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year under review 9(Nine) Board Meetings and
6(Six) Audit Committee Meetings were convened and held. The details of
which are given in the Corporate Governance Report. The intervening gap
between the Meetings was within the period prescribed under the
Companies Act, 2013.
8. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
9. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
MANAGERIAL REMUNERATION:
The Company has not paid any remuneration, sitting Fees or Commission
to any of its KMPs or Directors during the financial year
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The company do not have any Subsidiary/Joint Ventures/Associate
Companies Pursuant to sub- section (3) of section 129 of the Act. Hence
the board has nothing to report on the same.
11. AUDITORS:
The Auditors, M/s. N S Doshi & Co., Chartered Accountants, Jalgaon
retire at the ensuing Annual General Meeting and, being eligible to
offer themselves for reappointment for a period of Two years from the
conclusion of this Annual General Meeting [AGM] till the conclusion of
2017 AGM.
12. AUDITORS' REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
13. EXTRACT OF ANNUAL RETURN:
As required 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 MGT 9 as a part of this Annual
Report as ANNEXURE I .
14. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, M/s.
Pavan Rathi & Associates, Practicing Company Secretary have been
appointed Secretarial Auditors of the Company. The report of the
Secretarial Auditors is enclosed as Annexure II to this report. The
report is self- explanatory and do not call for any further comments.
15. INTERNAL AUDIT & CONTROLS
The Company continues to engage Anurag H. Mathurvaishya, Chartered
Accountants, Jalgaon as its Internal Auditor. During the year, the
Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of work includes review of
processes for safeguarding the assets of the Company, review of
operational efficiency, effective- ness of systems and processes, and
assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable
corrective actions taken as per the directions of Audit Committee on an
ongoing basis to improve efficiency in operations.
16. VIGIL MECHANISM :
In pursuant to the provisions of section 177 (9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to
report genuine concerns has been established. The Vigil Mechanism
Policy has been updated on the office board of the company.
17. RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion of the Board may threaten
the existence of the company.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has no Internal Control System, commensurate with the size
of its operations. The Internal Auditor monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies
of the Com- pany. Based on the report, corrective action, significant
audit observations and corrective actions thereon are presented to the
Audit Committee of the Board.
The Board in its meeting held on 08th December, 2014 approved a Risk
Management Policy.
20. DEPOSITS
The Company has not accepted any Deposit covered under Section 73 of the
Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules,
2014
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements 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
transactions under third proviso thereto as stated in Notes attached to
the Financial Statement.
23. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement shall be annexed with the report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015.
25. STATUTORY DISCLOSURES
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Com- panies (Particulars of Employees) Rules, 1975
as amended, the names and other particulars of the employees are set
out in the annexure to the Directors' Report. However, as per the
provi- sions of Section 219 (b) (IV) of the said Act read with Clause
32 of the Listing Agreement, the Annual Report excluding the aforesaid
information is being sent to all the members of the Com- pany and
others entitled thereto. Any member interested in obtaining such
particulars may write to the Company at the registered office of the
Company.
26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK-
PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Com-
plaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not re- ceived any complaint of
harassment.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology absorption
etc pursuant to Section 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 Exchange earnings and outgo are NIL
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required u/s 135 of the Companies Act, 2013 and rules there under
are not applicable to the company. Hence the Board has not constituted
the committee &Policy for implementing the Cor- porate Social
Responsibility (CSR).
29. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invests in attraction, retention and
development of talent on an on- going basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlarge- ment.
30. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors 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) the directors had taken proper and sufficient care for the
maintenance of adequate ac- counting records in accordance with the
provisions of this Act for safeguarding the 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) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
32. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
33. ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the
continued support and co-opera- tion by Bankers, Customers, Business
Associates and to the Shareholders and Investors for the confidence
reposed in the Company's management. The Directors also convey their
appreciation to the employees at all levels for their dedicated
services, efforts and collective contribution.
For and on behalf of the Board of Directors
Of Manraj Housing Finance Limited
Place: Jalgaon
Ishwarlal Shankarlal Jain
Date:30th May 2015 Chairman & Managing Director
DIN: 00386348 |