Dear Members,
Your Directors have the pleasure in presenting the 14th Annual Report
together with the Audited Accounts of the Company for the financial year ended on 31st
March, 2023.
Financial Highlights
The financial highlights of the Companys operation for the year ended as on 31st
March, 2023 are as under:
Amount in Lacs
PARTICULARS |
31.03.2023 |
31.03.2022 |
| Revenue from operations |
1194.71 |
539.21 |
| Other Income |
12.14 |
0.80 |
Total Income |
1206.85 |
540.01 |
| Financial Costs |
145.67 |
123.71 |
| Depreciation |
70.85 |
107.31 |
| Profit/(Loss) before Tax |
75.44 |
(422.05) |
Less : Tax Expense / (Credit) |
|
|
| (1) Current tax |
19.61 |
- |
| (2) Deferred tax |
(4.01) |
(9.36) |
Profit After Tax |
59.84 |
(412.68) |
| Paid Up Share Capital |
683.60 |
683.60 |
| Reserves & Surplus |
(1006.27) |
(1066.11) |
Performance
During the year under review, the total income of the Company amounted to Rs. 1206.85
lacs as against Rs. 540.01 lacs during the previous year. There is an increase
in the revenue in this year as compared to previous year and the Company has generated a
net profit of Rs. 59.84 lacs during the financial year 2022-23 as against the last
year net loss of Rs. 412.68 lacs. Your Directors are putting in their best
efforts to improve the performance of the Company even in the adverse scenario.
Business Prospects
MIP has identified roads & highways, real estate and other heavy civil construction
works as a potential growth segment. In the near future the Company is desirous of
gradually improving its penetration and resources to these sectors. Such diversification
in different sectors enables us to reduce dependence on any one sector or nature of the
project. To enhance its in- house expertise, so as to be at par with the other eminent
players in the construction industry and to broaden its operational base in specialized
construction field, keeping in view the performance and future prospects, the Company will
continue to increase its overall presence in the industry with increased market share.
Your Company is poised for sustained growth and the outlook is bright.
Dividend
Keeping in view the current financial position of the Company, economic scenario, in
financial year 2022-23. and the future fund requirements of the Company, your directors do
not recommended any dividend for the financial year ended 31st March 2023.
Share Capital
The issued, subscribed and paid-up equity share capital of the Company as on 31st
March, 2023 is Rs. 6,83,60,000/- (Rupees Six Crores Eighty Three Lacs Sixty Thousand
only). During the year under review, the Company has not issued shares with differential
voting rights, nor granted stock options nor sweat equity.
Transfer to Reserve
During the year under review share premium received and transferred under the head
"Reserve & Surplus" forming part of the balance sheet, as mentioned in Notes
: significant policies and notes forming part of the Financial Statement.
Change in Nature of Business
During the year under review, there is no change in the nature of business of the
Company.
Material changes and Commitment affecting the Financial Position of the Company
occurred between the end of the Financial Year to which this Financial Statements relate
and the date of the Report
There were no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year 2022-23 and the date of
this Report.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:
a. in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently
and made judgements 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 March 31, 2023 and of the profit 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 Act 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 are operating
effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Subsidiaries, Joint Ventures and Associate Companies
Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
Deposits
During the financial year 2022-23, your Company has not accepted any fixed deposits
within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.
Directors and Key Managerial Personnel
Appointments:
A. Independent Directors:
In compliance with the provisions of Sections 149, 152, Schedule IV and other
applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment
and Qualification of Directors) Rules, 2014, Mr. Mohan Pai and Mr. Atul Purohit was acting
as the Independent Directors on the Board of your Company.
B. Executive Director
In compliance with the provisions of Sections 152, 160 and 161 and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014, Mr. Dinesh Yadav was appointed as Additional
Executive Director on the Board of your Company at the Board Meeting held on 6th June,
2017 and confirmed as Executive Director in Annual General Meeting held in 2017.
Appointment of KMPs:
In compliance with the provisions of Sections 196, 197 & 203 read with Rule 8 of
companies (Appointment and remuneration) Rules, 2014 and other applicable provisions, if
any, of the Companies Act, during the year under review Key Managerial Personnel were as
under:
A. Managing Director
Mr. Mahendra Raju, Director of the Company appointed as Managing Director of your
Company for 5 (Five) years in the Board Meeting held on 5th May, 2017 and approved by the
shareholders in the Extra Ordinary General Meeting held on 27th May, 2017. He was further
re-appointed as Managing Director in the Board meeting held on 25th August, 2021 and
approved by the shareholders in an Annual General Meeting which was held on 28th
September, 2021.
B. Chief Financial Officer
In compliance with the provisions of Section 203 read with Rule 8 of Companies
(Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the
Companies Act, Mr. Bipin Patel was appointed as Chief Financial Officer of your Company in
the Board Meeting held on 10th Day of April, 2017.
C. Company Secretary
In compliance with the provisions of Section 203 read with Rule 8 of Companies
(Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the
Companies Act, 2013, Ms. Jyoti Birla was appointed as a Company Secretary and compliance
officer in the Board Meeting held on 26th December, 2019.
Appointment and resignation of Directors in the year 2022-23 as follows:
There were no Appointment and Resignations during the year under review.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association Mr. Dinesh Shivnath Yadav (DIN: 07843240) who is retiring by rotation at this
Annual General Meeting (AGM) and has sought re- appointment. Your Directors recommend
re-appointment of his appointment as Director.
Number of Meetings of the Board of Directors
Six meetings of the Board were held during the year. The details of the number of Board
and other Committee meetings of your Company are set out in the Corporate Governance
Report which forms part of this Report.
Declaration by Independent Director
The Independent Directors of the Company Mr. Mohan Madhav Pai and Mr. Atul
Bhagavatishanker Purohit have confirmed to the Board that they meet the criteria of
independence as specified under section 149 (6) of the Companies Act, 2013 and they
qualify to be Independent Directors they have also confirmed that they meet the
requirements of Independent Directors as mentioned under Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the confirmation were
noted by the Board.
Disclosure Relating to Remuneration and Nomination Policy
The Board of Directors have framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of the policy are explained in Corporate Governance Report.
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
Committees viz. Audit Committee, Nomination & Remuneration Committee and Stakeholders
Relationship Committee. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
Committees of the Board
There are currently three Committees of the Board, as follows: 1. Audit Committee 2.
Nomination and Remuneration Committee 3. Stakeholders Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", which is
the part of this Annual Report.
Corporate Governance Report
In compliance with the provisions of Clause 49 of the Listing Agreement, a separate
report on Corporate Governance forms part of the Annual Report.
Auditors:
A. STATUTORY AUDITORS
At the Annual General Meeting held on 25th Day of September, 2019 M/s SSRV
and Associates, Chartered Accountants, Mumbai (FRN: 135901W), were appointed as statutory
auditors of the Company to hold office till the conclusion of 15th Annual
General Meeting of the Company.
B. SECRETARIAL AUDITOR
M/s. P M Agarwal & Co., Company Secretaries, Mumbai, was appointed to conduct the
Secretarial Audit of the Company for the Financial Year 2022-23, as required under Section
204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for
FY 2022-23 forms part of the Annual Report as "Annexure A" to the Boards
Report.
C. COST AUDITOR
As per the requirement of the Central Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, your Company hereby confirms that the provisions of this Section is not
applicable, hence your Company is not required to appoint cost auditor for the
financial year 2022-23.
Auditors Report
The Auditors Report to the members on the accounts of the Company for the financial
year March 31, 2023 does not contain any qualification. The Auditors report and notes to
the financial statement are self explanatory and do not call for any further comments.
The Auditors Report does not contain any qualifications, reservations or adverse
remarks.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of managerial personnel) Rules 2014, M/s. P M Agarwal &
Co., Company Secretaries, Mumbai, has conducted Secretarial Audit of the Company for the
Financial Year 2022-23. The Secretarial Audit Report for the Financial Year 2022-23 is
annexed hereto and forms a part of this Report. Secretarial Audit Report is self
explanatory and does not call for any further comments.
Internal Audit and Controls
Your Company has appointed M/s Ayush S. Agrawal & Associates, Chartered
Accountants, Mumbai (FRN: 143259W) as its Internal Auditor of the Company. 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, effectiveness 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.
Transactions with Related Parties
None of the transactions with related parties falls under the scope of Section 188(1)
of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 as the transaction
entered with related parties are in the Ordinary Course of Business and on Arms Length
basis.
Corporate Social Responsibility
The Board of Directors of your Company hereby confirms that the provisions of section
135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is not applicable to our Company for the financial year
2022-23.
Loans, Guarantees and Investments
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given
in the notes to the Financial Statements.
Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are
as under: a. Conservation of Energy:
Since the Company is not engaged in any manufacturing activity, issues relating to
conservation of energy are not quite relevant to its functioning. b. Technology
Absorption: Since the Company is not engaged in any manufacturing activity, issues
relating to Technology Absorption are not quite relevant to its functioning. c. Foreign
Exchange Earnings/Outgo:
Material Changes Affecting the Financial Position of the Company
Save as mentioned elsewhere in this Report, no material changes and commitments
affecting the financial position of the Company has occurred between the ends of the
Financial Year of the Company- 31st March, 2023 till the date of this Report.
Extract of Annual Return
As provided under Section 92(3) of the Companies Act, 2013 the extract of annual return
is given in "Annexure B" in the prescribed Form MGT-9, which forms
part of this Report.
o The Paid up capital of the Company is Rs. 6,83,60,000/- consisting of 68,36,000
equity shares of face value of Re.10/- each. o The Board of Directors of the Company
consists of 5 Directors namely Mr. Mahendra Raju - Chairman and Managing Director, Mr.
Dinesh Yadav Executive Director, Mrs. Mahalakshmi Raju- Non Executive Director, Mr. Mohan
Pai- Independent Director, and Mr. Atul Purohit- Independent Director of the Company. o
The Promoters holding is consists of 49,99,000 equity shares of Rs.10/- each amounting to
73.13%. o There was no un-paid dividend during the year.
Cash Flow Analysis
The Cash Flow Statement for the year under reference in terms of clause 32 of the
Listing Agreement with the stock exchanges forms part of the Annual Report.
Business Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it
operates. A key factor in determining a Companys capacity to create sustainable value is
the ability and willingness of the Company to take risks and manage them effectively and
efficiently. Many types of risks exist in the Companys operating environment and emerge
on a regular basis due to many factors such as changes in regulatory framework, economic
fundamentals etc. In order to evaluate, identify and mitigate these business risks, the
Company has a robust Risk Management framework. This framework seeks to create
transparency, ensure effective risk mitigation process and thereby minimize adverse impact
on the business objectives and enhance the Companys competitive advantage. The Business
risks as identified are reviewed and a detailed action plan to mitigate the identified
risks is drawn up and its implementation is monitored.
Vigil Mechanism / Whistle Blower Policy
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, The Company has adopted a Whistle-Blower Policy for
Directors and employees to report genuine concerns and to provide for adequate safeguards
against victimization of persons who may use such mechanism. The Company has adopted a
Whistle Blower Policy for directors and employees to report genuine concerns and to
provide for adequate safeguards against victimization of persons who may use such
mechanism.
The functioning process of this mechanism has been more elaborately mentioned in the
Corporate Governance Report annexed to this Report. The said policy is hosted on the
website of the Company at www.manavinfra.com.
Disclosures as Per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the financial year
2022-23.
Particulars of Employees
In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration in excess of the
limits set out in the said rules are provided in the
Annexure to the Directors Report as ‘Annexure C.
Having regards to the provisions of Section 136 of the Act, the Annual Report,
excluding the aforesaid information is being sent to all the members of the Company and
others entitled thereto. However, the said information is available for inspection at the
registered office of the Company on all working days, except Saturdays, between 11.00 a.m.
and 1.00 p.m. up to the date of the meeting and any member interested in obtaining the
same may write to the Company Secretary. Upon such request, the information shall be
furnished.
Details on Internal Financial Controls Related To Financial Statements
Your Company has adopted accounting policies which are in line with Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply
under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the
Companies Act, 1956, to the extent applicable. These are in accordance with generally
accepted accounting principles in India.
Management Discussion and Analysis Report
Operational performance of each business segment has been comprehensively covered in
the Management Discussion and Analysis Report forms part of the Annual Report.
Significant/Material Orders Passed By the Regulators
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
General
a. Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise; b. Your Company does not have any ESOP scheme for its
employees/Directors.
Acknowledgements
Your Directors would like to acknowledge and place on record their sincere appreciation
to all stakeholders
- Clients, Financial Institutions, Banks, Central and State Governments, the Companys
valued investors and all other business partners for their continued co-operation and
excellent support received during the year. Your Directors recognize and appreciate the
efforts and hard work of all the employees of the Company and their continued contribution
to its growth.
For Manav Infra Projects Limited
Sd/- Jyoti Birla
Company Secretary & Compliance Officer
Place: Mumbai Date: 25.08.2023
+91-9892691696
