Dear Members,
The Directors of the Company are pleased to present the 19th Annual Report
of the Company together with the audited financial statements for the financial year ended
31st March, 2023.
1. FINANCIAL HIGHLIGHTS AND THE STATE OF COMPANYS AFFAIRS:
The Companys financial performance, for the year ended 31st March, 2023 is
summarized below:
Amt in (Rs.)
| Particulars |
F.Y. 2022-23 |
F.Y 2021-22 |
| Revenue from Operations |
Nil |
Nil |
| Other Income |
35,14,09,623 |
7,66,87,000 |
| Total Revenue |
35,14,09,623 |
7,66,87,000 |
| Less: Expenses |
4,20,35,539 |
71,359,661 |
| Profit before exceptional and extraordinary items and tax |
30,93,74,084 |
53,27,339 |
| Profit Before Tax |
30,93,74,084 |
53,27,339 |
| Less: Tax Expenses |
5,94,32,914 |
(2,52,000) |
| Profit After Tax |
24,99,41,170 |
55,79,339 |
During the year, your Company has made profit of Rs. 24,99,41,170/- (Twenty-Four Crores
Ninety-Nine Lakhs Forty One Thousand One Hundred and Seventy Only) as compared to last
year profit of Rs. 55,79,339 /- (Fifty-Five Lakhs Seventy-Nine Thousand Three Hundred and
Thirty Nine only).
Your directors are expecting to achieve good performance and taking efforts to control
the cost and optimize the results in the coming year.
No material changes and commitments have occurred after the close of the financial year
2022-23 till the date of this Report, which affect the financial position of the Company.
2. SHARE CAPITAL
During the financial year 2022-23, there is no change in the Share Capital of the
Company.
3. DIVIDEND AND RESERVES
In order to conserve the resources for the ongoing projects of the Company, the Board
of Directors do not recommend any dividend for the financial year ended 31st
March, 2023. The details of reserves and surplus are provided in note no.4 of the notes to
the financial statement.
In order to conserve the resources for the ongoing projects of the Company, the Board
of Directors do not recommend any dividend for the financial year ended 31st
March, 2023. The details of reserves and surplus are provided in note no.4 of the notes to
the financial statement.
4. CASH FLOW
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
Standalone Financial Statement is part of the Annual Report.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no Dividend declared since inception of the Company, Hence the
provisions of Section 125 of the Companies Act, 2013 do not apply.
6. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March,
2023, the applicable accounting standards have been followed and there are no material
departures from the same;
(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 as at 31st March, 2023 and of
the loss of the Company for the year ended on that date;
(c) 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;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
8. INTERNAL FINANCIAL CONTROLS
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 Auditors. Significant audit observations and follow up actions thereon are
reported to the Audit Committee.
9. RISK MANAGEMENT POLICY
The Company has formulated and implemented a Risk Management Policy that outlines the
framework and procedures to assess and mitigate the impact of risks. Under the guidance of
the Board of Directors of the Company, Key Managerial Personnel and senior employees who
are conversant with risk management systems and procedures have been entrusted with the
risk management of the Company in accordance with the formulated policy. The Audit
Committee has additional oversight in the area of financial risks and controls. All risks
are systematically addressed through mitigating actions on a continuing basis.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Paresh Jain, (DIN: 05159799) has resigned from the position as an
Independent Director of the Company w.e.f., 19th October, 2023.
Further during the year Mr. Shaileshkumar Madanlal Vora, (DIN 01381931) was appointed
as an Additional Non-Executive Independent Director and regularised his appointment in the
Extra ordinary General Meeting held on 12th November, 2022.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Vijay Thakordas Thakkar, Director of the Company, retires
by rotation at the ensuing Annual General Meeting and being eligible has offered himself
for re-appointment. The Board of Directors of the Company commends him re-appointment.
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force).
The information required under section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) in
respect of Directors/ employees of the Company is set out in the Annexure 1 to this
report and is also available on the website of the Company www.manasproperties.co.in.
The Independent Directors have submitted their disclosure to the Board that they
fulfill all the requirements as stipulated in section 149 (7) 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.
The Company has devised a Policy for performance evaluation of the Board of Directors,
Committees and other individual Directors (including Independent Directors) which includes
criteria for performance evaluation of the Non-executive Directors and Executive
Directors. The evaluation process inter alia considers attendance of Directors at Board of
Directors and Committee meetings, effective participation, domain knowledge, compliance
with code of conduct, vision and strategy, benchmarks established by global peers, etc.
The Board of Directors 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 Committee, Nomination & Remuneration Committee, Corporate Social Responsibility
Committee and Stakeholders Relationship Committee.
The performance evaluation of the Chairman and Non-Independent Directors was carried
out by Independent Directors. The reports on performance evaluation of the Individual
Directors were reviewed by the Nomination and Remuneration Committee and the Chairman of
the Board held discussions with each Board member and provided feedback to them on the
evaluation.
11. BOARD MEETING/GENERAL MEETING
During the year, 05(Five) meetings of the Board of Directors were held dated 30th
May, 2022, 26th August, 2022, 19th October, 2022, 14th
November and 2022, 20th February, 2022 and Annual General Meeting of the
Company was held on the 28 th September 2022 and Extra Ordinary General Meeting
is held on 12th November, 2022.
12. AUDIT COMMITTEE
During the period under review, 05 (Five) Meetings were held.
As on 31st March, 2023, the Audit Committee comprises as follows;
Mr. Paresh Jain- Chairman (Resigned on 19th October, 2022)
Mr. Shaileshkumar Madanlal Vora - Chairman (Appointed14th November 2022
Onwards)
Mr. Tanam Vijay Thakkar- Member Mrs. Sony Keishing- Member
During the financial year 2022-2023, there were no instances of non-acceptance of any
recommendation of the Audit Committee by the Board of Directors.
13. NOMINATION AND REMUNERATION COMMITTEE
During the period under review, 02 (Two) Meetings were held.
As on 31st March, 2023, the Nomination and Remuneration Committee comprises
as follows;
Mr. Paresh Jain- Chairman (Resigned on 19th October, 2022)
Mr. Shaileshkumar Madanlal Vora - Chairman (Appointed14th November 2022
Onwards)
Mr. Tanam Vijay Thakkar- Member Mrs. Sony Keishing- Member
The Board has, on the recommendation of the Nomination & Remuneration Committee
formulated Nomination and Remuneration Policy for determining the criteria for determining
qualifications, positive attributes and independence of a director and also criteria for
determining the remuneration of directors, key managerial personnel and other employees.
The policy is available on the Companys website at the link www.manasproperties.co.in
14. STAKEHOLDER RELATIONSHIP COMMITTEE
During the period under review, 04 (Four) Meetings were held.
As on 31st March2023, the Stakeholder Relationship Committee comprises as
follows;
Mr. Paresh Jain- Chairman (Resigned on 19th October, 2022)
Mr. Shaileshkumar Madanlal Vora - Chairman (Appointed 14th November 2022
Onwards)
Mr. Dev Vijay Thakkar- Member Mrs. Tanam Vijay Thakkar- Member
The Board of Directors of a company which consists of more than one thousand
shareholders, debenture-holders, deposit-holders and any other security holders at any
time during a financial year shall constitute a Stakeholders Relationship Committee
consisting of a chairperson who shall be a non-executive director and such other members
as may be decided by the Board.
Though the total number of shareholders is less than 1000 shareholder, however, in
order to consider and resolve the grievances of security holders of the company, the said
committee is formed.
15. CORPORATE SOCIAL RESPONSIBILITY
As per provision of Section 135 of the Companies Act, 2013 read with Rule 8 of
Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR
Policy and the Company has spent towards CSR activities, details provided in attached Annexure
2 to Directors Report.
16. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provisions of Section 177 of the Companies Act, 2013, the Company has
adopted the Vigil Mechanism/Whistle Blower Policy to provide appropriate avenues to the
employees to bring to the attention of the management any issues which is perceived to be
in violation of or in conflict with the fundamental business principals of the Company.
The employees are free to report to the management concerns about unethical behavior,
actual or suspected fraud or violation of the codes of conduct or any improper activity to
the Audit Committee of the Company or Chairman of the Company.
The Whistle Blower Policy has been appropriately communicated within the Company. The
policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate
any protected disclosure including matters concerning financials/ accounting, etc.
received from the employees under this policy. During the financial year 2022-23, the
Company has not received any complaint through Vigil Mechanism. The Whistle Blower Policy
is available on the Companys website at the link www.manasproperties.co.in
17. PARTICULARS OF LOANS GIVEN. INVESTMENT MADE. GUARANTEES GIVEN AND SECURITIES
PROVIDED
Loan or guarantee given or security provided and Investment made by the Company as on
F. Y. Ended 31st March, 2023 are within the limit as prescribed under section 186 of the
Act and the necessary approval of the members of the Company has been taken in the
Extra-ordinary General Meeting held on 21st December, 2020 upto the limit of
Rs.200 Crores.
18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board of Directors of the Company has approved a policy on related party transactions. The
policy on related party transactions has been placed on the Companys website at the link
www.manasproperties.co.in
All Related Party Transactions are placed on a quarterly basis before the Audit
Committee and also before the Board of Directors for approval. The particulars of
contracts or arrangements with related parties referred to in Section 188(1) and
applicable rules of the Companies Act, 2013 is provided in the prescribed form AOC-2 as Annexure
- 3 which forms part of this Report.
19. 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(7) 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.
20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarization program aims to provide Independent Directors with the real estate
industry scenario, the socio-economic environment in which the Company operates, the
business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The
familiarization program also seeks to update the Directors on the roles, responsibilities,
rights and duties under the Act and other statutes. The policy on Companys
familiarization program for Independent Directors is posted on Companys website at
www.manasproperties.co.in.
21. AUDITORS Statutory Auditors
During the year 2022-23, M/s. R I JAIN & CO, Chartered Accountants (FRN- 103956W)
have been appointed in the Casual vacancy caused due to resignation of M/s. JMR &
Associates, Chartered Accountants, Mumbai (Firm Registration No. 106912W). The appointment
of M/s. R I JAIN & CO, Chartered Accountants (FRN- 103956W) was made in the
Extra-ordinary General Meeting held on 12th November, 2022 and shall hold
office upto the conclusion of ensuing Annual General Meeting.
It is proposed to re-appoint M/s. R I JAIN & CO, Chartered Accountants (FRN-
103956W), as Statutory Auditors of the Company pursuant to the provisions of Sections 139
of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules,
2014 to hold office for the Five (5) Consecutive financial years commencing from the
conclusion of ensuing Annual General Meeting until the conclusion of the Annual General
Meeting to be held in the year 2027-2028, subject to approval of members, in the ensuing
Annual General Meeting. Your directors recommend their appointment.
Secretarial Auditor
The Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretaries,
Mumbai, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit
Report is annexed as Annexure-4, with this Report. The Secretarial Audit Report
contains qualification, reservation, adverse remark or disclaimer.
Internal Auditor
The Board has appointed M/s. Bhuta Shah, Chartered Accountants, to conduct Internal
Audit for the financial year 2022-2023.
22. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The report of the Auditors on the accounts of the Company does not contain any
observations / remarks or qualifications and the same does not calls for any
clarifications or explanations to be given in the Directors Report.
23. ANNUAL RETURN
Pursuant to Section 92 of the Companies Act 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the Annual Return of the Company as at March
31, 2023 is available at the Website of the Company www.manasproperties.co.in.
24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUT GO
Your Company is not covered by the schedule of industries which are required to furnish
the information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
(8) of the Companies (Accounts) Rules, 2014.
The Company has not imported any technology or carried out any business of export or
import and therefore the disclosure requirement against technology absorption is not
applicable. The details of Foreign Exchange out go are as under:
Expenditure in Foreign Currency:
F.Y. 2021-2022 Rs. Nil F.Y. 2022-2023 Rs. Nil
25. PARTICULARS OF EMPLOYEES
The statement containing particulars of employees as required pursuant to Section 197
of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is not applicable since none of the
employees are in receipt of remuneration in excess of the limits set out in the said
rules.
26. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
Further the Company has not defaulted in repayment of any deposits or payment of interest
thereon since the Company has not accepted any deposit covered under Chapter V of the
Companies Act, 2013.
Disclosure under Rule 2 of the Companies (Acceptance of Deposit) Rules, 2014:
The Company has accepted loan from the following persons who had furnished to the
Company, a declaration in writing, to the effect that the amount is not being given out of
funds acquired by him by borrowing or accepting loans or deposits from others.
| SR. NO NAME OF PERSON |
NATURE OF RELATIONSHIP |
AMOUNT |
| 1. Vijay Thakkar |
Director |
41,52,599 |
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year 2022-2023, as
stipulated under Regulation 34 read with Schedule "V" to the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented in a separate section forming part of the Annual Report.
28. COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the
business activities carried out by the Company for the financial year ended 31st
March, 2023. Accordingly, such accounts and records are not made and maintained by the
Company.
30. REPORTING OF FRAUD BY AUDITORS:
During the year under review, the Statutory Auditors have not reported to the Board
under Section 143(12) of the Companies Act, 2013, any instance of fraud committed in the
Company, by its officers or employees.
31. OTHER DISCLOSURES
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the financial year
2022-2023:
• Issue of equity shares with differential rights as to dividend, voting or
otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company
under any scheme.
• The Company does not have any Employees Stock Option Scheme.
• The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
• There are no material changes and commitments affecting the financial position
of the Company occurred during the financial year, other than the impact of the Covid -19
pandemic which has been covered in this report.
• The details of application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the
end of the financial year. -Not Applicable
32. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
33. Disclosure of Sexual Harassment of Women at Workplace:
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under
for prevention and redressal of complaints of sexual harassment at workplace.
During the year and under review the Company has not received any complaints on sexual
harassment.
34. ACKNOWLEDGEMENTS
The Board of Directors of the Company expresses its sincere appreciation for the
continuous assistance and co-operation received from the Banks, Government Authorities,
Customers and Shareholders. The Directors also wish to place on record their appreciation
for the committed services by the Companys employees.
On behalf of the Board of Directors Manas Properties Limited
| Sd/- |
| Dev Vijay Thakkar |
| Managing Director |
| DIN:07698270 |
| Place: Mumbai |
| Date: 17/08/2023 |
+91-9892691696
