Manas Properties Ltd Directors Report

Dear Members,

The Directors of the Company are pleased to present the 19^th Annual Report of the Company together with the audited financial statements for the financial year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS AND THE STATE OF COMPANYS AFFAIRS:

The Companys financial performance, for the year ended 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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., 19^th 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 12^th 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 30^th May, 2022, 26^th August, 2022, 19^th October, 2022, 14^th November and 2022, 20^th 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 12^th November, 2022.

12. AUDIT COMMITTEE

During the period under review, 05 (Five) Meetings were held.

As on 31^st March, 2023, the Audit Committee comprises as follows;

Mr. Paresh Jain- Chairman (Resigned on 19^th October, 2022)

Mr. Shaileshkumar Madanlal Vora - Chairman (Appointed14^th 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 31^st March, 2023, the Nomination and Remuneration Committee comprises as follows;

Mr. Paresh Jain- Chairman (Resigned on 19^th October, 2022)

Mr. Shaileshkumar Madanlal Vora - Chairman (Appointed14^th 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 31^st March2023, the Stakeholder Relationship Committee comprises as follows;

Mr. Paresh Jain- Chairman (Resigned on 19^th October, 2022)

Mr. Shaileshkumar Madanlal Vora - Chairman (Appointed 14^th 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 21^st 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 12^th 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 31^st 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