DIRECTOR'S REPORT TO THE MEMBERS, Your Directors are pleased to present the Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016 The Company has deployed its funds in the real estate sector, which has declined during the year review & sales are booked only after units are sold. This has resulted in sharp decline of sales & at the same time Net Profit has also declined to Rs. 0.64 lacs against previous year profit ofRs. 0.91 lacs. Future Outlook The turnover during the year has declined on account of change in Government at Centre & in the State of Maharashtra, regulatory issues, slowdown in real estate sector. The Company has invested substantially in real estate projects, the profitability of which will be reflected in the Coming year. Dividend The Board of Directors does not recommend any Dividend for the year under review Share Capital The Company Equity share capital has been increased by Rs. 324 lacs during the year raising the total equity capital to Rs. 648 lacs. The increase was on account of Bonus issue to the shareholders of the Company Subsidiaries, Joint Ventures and Associates Companies: The Company does not have any subsidiary, joint venture or associate Company. Acceptance of Fixed Deposits The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review. Reserves Rs 0.64 lacs has been transferred to the Profit & Loss account. Particulars of Contract or Arrangement with Related Party During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in annexure - 6 at board report. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website. Loans, Investment and Guarantees by the Company There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement. Internal Financial Controls The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls. Financial Statement The audited financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon 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 your Company during working hours up to the date of the Annual General Meeting. Disclosures under Section 134(3) (I) of the Companies Act, 2013 No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report. Directors Mr. Nitin Pradhan (DIN 01595576), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company. During the year under review Ms. Sangeeta Karnik was appointed as Non-Executive Independent Director. Mr. Prabhakar Patil was appointed as an additional director on 2nd May, 2015 and resigned on 7th July, 2015. Mr. Kantilal Rathod was resigned on 1st June, 2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.Mr. Prabhakar Patil& Mr. Mohammed Ali Dholakia were appointed on 28th May, 2016 as Additional Directors of the Company. Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures of Mr. Prabhakar Patil& Mr. Mohammed Ali Dholakia for the office of the Directors have been received. The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under-section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company. Pursuant to the provisions of the Companies act 2013 and SEBI (Listing Obligation and Disclosure Requirements) 2015, evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non -Independent Directors and the Board as a whole, committees thereof and the chairperson of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. The following policies of the company are attached herewith and marked as Annexure I, Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management (Annexure 1) Policy on Remuneration to Directors' (Annexure 2) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3) Number of Meeting of Board of Directors The Board of Directors have met 10 times and Independent Directors have met once during the year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time Key Manaserial Personnel During the year under review Mr. Nitin Pradhan was re - appointed as the Managing Director of the Company for the period 1st October, 2015 to 30th September, 2020. Ms. Shvveta Shah, Company Secretary of the Company has resigned from the Company on 10thApril, 2015. The Board of Directors of the Company places on record her valuable contribution given to the Company during her tenure. At the Board Meeting held on 27thAugust, 2015, Mr. Satish V. Chavan was appointed as Company Secretary of Company and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Declarations by Independent Director Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company. Auditors Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of 37th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice. Auditors Report The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013. Directors Responsibility Statement In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that: i. In the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures. ii. The Directors have 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 the year ended 31st March, 2016. iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and 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 provisions of 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 the Company and that such internal financial controls are adequate and were operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2015-16. Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. Details of Committee of Directors Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of this report. The recommendation by the Audit Committee as and when made to Board has been accepted by it. Risk Management During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role 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. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board. The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. Whistle Blower Mechanism The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report. Corporate Governance As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. As per Regulation 34 of the SEBI Listing Regulations, a business responsibility report is attached and forms part of this annual report. Managing Director's Certificate A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report. Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo: As information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013, the Company uses the latest technologies for improving the productivity and quality of the services. Further the Company has not earned nor spends foreign exchange during the year under review. Particulars of Employees: The prescribed particulars of the employees required under Rule 5 (1) of the Companies (Appointment and Remuneration) Rules, 2014, are attached as Annexure - 5 and forms part of this report. None of the employees of the Company is in receipt of remuneration prescribed under Section 197 (12) of the Companies Act, 2013, read with rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Thus furnishing of particulars under the Companies (Appointment and Remuneration) Rules, 2014 does not arise. Secretarial Audit Report A Secretarial Audit Report for the year ended 31st March, 2016 in prescribed form duly audited by the Practicing Company Secretary Firm M/s. Martinho Ferrao & Associates is annexed herewith and forming part of the report. Extract of Annual Return Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - 7) Corporate social Responsibility The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013. Significant and material orders passed by the regulators or courts There were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future. Presentation of Financial Statements The financial statements of the Company for the year ended 31st March, 2016 have been disclosed as per Schedule III to the Companies Act, 2013. Statutory Disclosures A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy. Acknowledgement: Yours Directors take this opportunity, to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future. We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company. By Order of the Board For Manvijay Development Company Limited Sd/-Nitin Pradhan Managing Director DIN:01595576 Sd/-Pradeep V Gupte Director DIN:06877040 Place: Mumbai Date: 28th May, 2016 |