mazda properties ltd Directors report

TO THE SHAREHOLDERS

TO THE MEMBERS OF MAZDA PROPERTIES LIMITED

Your Directors hereby present their Thirty First (31st) Annual Report and the Audited Statements 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 &	(13,10,215)	(11,97,443)
Depreciation
Profit/(loss) before Finance Costs, Depreciation,	115	115
Exceptional Items & Tax
	(1791)	(3,150)
Finance Costs
	N I L	N I L
Depreciation
	(13,11,891)	(12,00,478)
Profit/(Loss) before Exceptional Items & Tax
	N I L	15,000
Exceptional Items (Income)
	(13,11,891)	(11,85,478)
Profit / (Loss) before Tax
	N I L	N I L
Tax Expenses
(A) Profit/(Loss) after Tax from continuing operations	(13,11,891)	(11,85,478)
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
	(13,11,891)	(11,85,478)
(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	(1,36,41,655)	(1,24,56,177)
	NIL	N I L
Amount transferred to General Reserve
	(1,49,53,546)	(1,36,41,655)
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 the payment of dividend.

3. Extract of Annual Return

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

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

The observations made by the Auditors in their report are self-contained and self-explanatory and also have been properly dealt in the specific notes forming part of the 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 adverse remark.

5. Internal financial controls with reference to financial statements:

The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records.

6. Deposits:

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

7. Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Farrokh Mehta, (DIN: 00213838), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board has been duly constituted and no appointment or resignation took place in the financial year 2017-18. Resignation occurring after Reporting Period Mrs. Desiree Colin Lobo, Independent Director of the Company, has resigned w.e.f. 1st August, 2018.

Mr. Bipin C. Shah, Chief Financial Officer and Mr. Ashok Lalchand Surana, Chief Executive Officer of the Company, and Mr. Dinesh Kumar, Company Secretary have resigned w.e.f. 1^st August, 2018.

8. Number of meetings of the board:

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

The Company has received declarations from all Directors of the Company stating that they meet criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

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 the Company and the Vendor. The matter is pending in the Court. In this regard, your attention is 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 to protect the interest of the Company. Considering the facts and circumstances of the case, your Directors are confident of getting the appropriate orders and/or reliefs in the Companys 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 Vitta Mazda Ltd. and Trustees of the Elphinstone Cricket Club and Official Liquidator of Vitta Mazda Ltd. - In Liquidation (joined as party defendant as per the judgement and order dtd. 30-08-2006 of the Honble High Court of Gujarat) for a declaration that the company is in quiet and peaceful use, occupation and enjoyment of part of the premises viz. 203, Elphinstone House, 2^nd Floor, 17, Marzban Road, Mumbai – 400 001. The company has obtained a permanent injunction order in the said suit whereby the Defendants are restrained from dispossessing the company from the said premises till disposal of the suit and the same is still valid and holds good. However, on 10/10/2014 the Bailiff along with one of the trustees of the Elphinstone Cricket Club attempted to execute Writ of Warrant of possession against the Vitta Mazda Ltd. and Official Liquidator of Vitta Mazda Ltd. - In Liquidation in respect of the Administrative Office Premises of the Company in pursuance of the order passed in the Execution Application No. 327/14 in Appeal No. 527/10 in L.E & C. Suit No. 20/22 of 1995 filed by the Trustees of the Elphinstone Cricket Club V/s Vitta Mazda Ltd. & Official Liquidator High Court, Ahmedabad. To further protect the interest of the Company, the Company has made an application in the said Execution Application on 27/08/2015 with a prayer that said decree of Warrant of possession cannot be executed without first adjudicating the rights of the Company, which is pending before the Court of Small Cause of Mumbai. The landlords of the Administrative Office Premises viz. Trustees of the Elphinstone Cricket Club have filed Obstructionist Notice No. 667 of 2015 in Exhibit No. 23 (Interveners Application) in Execution

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

Ahura Ashish Complex at Bordi

Your attention hereby invited to Note 5 (A) (2) of Notes forming part of the Financial Statements – Sr. No.5 (A) (2) to 5 (A) (2.4) giving complete details of the pending suits/execution proceedings filed by the Company at Palghar Court, which are self explanatory.

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 Properties Limited w.e.f. May 11, 2018 and shifted the Company to its Dissemination Board for a period of five years. In view of the above, the Promotors of the Company have been directed to provide an Exit Offer to the Public Shareholders of the Company at the exit price computed by the independent valuer appointed by BSE pursuant to regulation 23(1) of SEBI (Delisting of Equity Shares) Regulations, 2009 and published by BSE in the Press Release dated May 12, 2018 ("Press Release"). In the extant case, as per the Press Release, the exit price has been arrived at Re.1/- (Rupee One Only) per Equity Share ("Exit Price") of the Company.

11. Directors Responsibility Statement

As stipulated in Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations 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 as on 31st March, 2018 and of the loss of the Company for the year ended 31st March, 2018. iii. The Directors have taken proper and sufficient 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 fraud and other irregularities. iv. The Directors have prepared the Annual Accounts on a going concern basis. v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

12. SEBI(LODR) Requirements

The securities of your company were listed at Bombay Stock Exchange, Mumbai. Trading in companys securities remain suspended at Stock Exchange during the year.

13. Auditors

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

14. Secretarial Auditor:

Mohd Akram, Practicing Company Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2017-18. Their Secretarial Audit Report, 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 they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the 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 Listing Regulations, the Board has carried out an evaluation of its own performance, Committees and performance of Individual Directors. The performance of the Board, Committees and Individual directors was evaluated by seeking inputs from all Directors based on certain parameters such as: degree of fulfillment of key responsibilities; Board/Committee structure and composition; establishment and delineation of responsibilities to various Committees; effectiveness of Board processes, information and functioning; Board/ Committee culture and dynamics and quality of relationship between the Board /Committee and the Management. The Directors made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

17. Risk Management Policy:

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the audit committee and the board of directors of the company. The companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as internal auditors. Significant audit observations and follow 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 down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organisation.

19. 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.

20. Audit Committee:

The Audit Committee comprises of Mr. Shirish H. Shah(DIN : 00082116), Chairman of the Audit 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 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the Company is not engaged in manufacturing activities during the year under review. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology. The Company has 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 Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report of the Directors.

23. Corporate Governance:

In view of the exemption granted to the Company vide Circular No. CIR/CFD/POLICY CELL/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.10 crores and/or net worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

24. Code For Prevention Of Insider-Trading Practices:

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

25. Disclosures

Related Party Transactions

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting 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 provisions of Section 186 of Companies Act, 2013.

Cash flow analysis:

In conformity with the provisions of Companies Act, 2013 the cash flow statements for the 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 Act, 2013, 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 wholehearted co-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 the extent 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