Manor Estates & Industries Ltd Directors Report.

To,

Your Directors present their 28th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31,2020.

1 Financial summary or highlights/Performance of the Company

The performance during the year ended 31st March 2020 has been as under:

Particulars 2019-2020 2018-2019
(Except EPS) (Except EPS)
Gross Income 0 25,584
Expenses 26,73,142 400,004
Profit Before Interest and Depreciation (26,73,142) (374,420)
Provision for Depreciation 0 0
Exceptional Items 0 (17,64,990)
Net Profit Before Tax (26,73,142) (21,39,410)
Provision for Tax 0 0
Net Profit After Tax (26,73,142) (21,39,410)
Paid up Equity Share Capital 8,23,50,000 8,23,50,000
Basic Earnings per share (0.32) (0.26)
Diluted Earnings per share (0.32) (0.26)

2. Brief description of the companys working during the year/state of companys affairs:

Your Directors have drawn up a detailed plan to create a gated community of independent villas on the land owned by the company. Necessary applications have been made to the local authorities for approval. Once the required sanctions are obtained, the real estate operations of the Company will commence.

3. Material changes and commitments

There are no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relateand the date of this report.

4. Dividend

Since the Company is incurring losses, the board of directors has not recommended anydividend for the current financial year.

5. Transfer to reserve

The Company does not propose to transfer any amount to the general reserve for the financial year ended 31st March 2020.

6. Share Capital

During the year the Company has not allotted any shares. The authorized share capital of theCompany is Rs. 11,00,00,000 divided into 1,10, 00,000 Equity Shares of Rs. 10 each.

The Paid-up Share Capital is Rs. 8,23,50,000 divided into 82,35,000 equity shares of Rs.10 each.

7. Directors and Key Managerial Personnel Proposed Re-appointment:

Ms. Nalini Agarwal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Your Board recommends the re-appointment of the Director above.

Brig. Subhash Sharma, Independent Director of the Company resigned during the year.Your Board places on record its appreciation for the valuable services rendered by Brig. Sharma.

Mr. Sanjiv Jolly, Prof.Dr. Meenakshi Reddy, Mr. Siddharth Sanghi and Mr. Rishabh Agarwal are to be regularised at the ensuing Annual General Meeting as Directors of the Company.

The board of directors duly met 6 (Six) times on 14.04.2019, 30.05.2019, 12.07.2019, 25.09.2019, 25.10.2019, and 14.02.2020 in respect of which meetings, proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose.

The intervening gap between the meetings was not more than 120 days as prescribed under theCompanies Act, 2013.

8. Directors Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directors of the company make the following statements, to the best of their knowledge and belief and according to the information and explanations obtained by them:

i. in the preparation of the annual accounts, the applicable accounting standards have beenfollowed and there are no material departures;

ii. they 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 viewof the state of affairs of the Company at the end of the financial year and of the profit/loss of the company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Declaration given by independent directors

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet the criteria of their independence as laid down in Section 149(6) of theCompanies Act, 2013.

10. Particulars of Employees

The company had no employees during the year 2019-20 and no Director of the Company hasbeen paid any remuneration during the year.

11. Policy on Directors appointment and remuneration

The Company has framed policy on Directors appointment and remuneration and other matters as provided in section 178(3) of the Act and is referred to while taking decisions under itspurview.

12. Formal Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, 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 Audit, Nomination & Remuneration and Compliance Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc

The Board and the Nomination and Remuneration committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

A separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the chairman was evaluated, taking intoaccount the views of executive Directors and non-executive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire board, excluding the independent Director being evaluated.

The overall performance of the Non-Executive Directors of the company is satisfactory. The review of performance was based on the criteria of performance, knowledge, analysis, quality of decision making etc.

13. Audit Committee

Directors Chairman/Member Category
Prof. Dr. Meenakshi Reddy Chairman Independent Director
Shri. Sanjiv Jolly Member Independent Director
Smt. Nalini Agarwal Member Non-Independent & Non Exective Director

Audit Committee Meetings

Sl.No. Date of meeting Total No of Directors as on the date of meeting Number of directors attended
1 33/05/2019 03 03
2 12/07/2019 03 03
3 25/09/2019 03 03
4 25/10/2019 03 03
5 14/02/2020 03 03

14. Nomination and Remuneration Policy

The Company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act, 2013.

The Nomination and Remuneration policy of the Company is provided below.

(a) Selection and Evaluation of Directors

The Board has on the basis of the recommendations of the Nomination and RemunerationCommittee, laid down following policies.

1. Policy for Determining qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directors Evaluation

(b) Performance evaluation of Board, Committees and Directors

The Company believes in a formal evaluation of the Board and of the individual Directors, on an annual basis, is a potentially effective way to respond to the demand for greater Board accountability and effectiveness. For the Company, evaluation provides an ongoing means for Directors to assess their individual and collective performance and effectiveness. In addition to greater Board accountability, evaluation of Board members helps in:

a. More effective Board processes

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved Chairman - Managing Directors and Board relations. The evaluation processcovers the following aspects:

- Self-evaluation of Directors

- Evaluation of the performance and effectiveness of the Board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non-executive Directors to the Chairman

- Feedback on management support to the Board.

15. Risk management policy:

The Risk Management Policy in place in the Company enables the Company to proactively takecare of the internal and external risks of the Company and ensures smooth business operations.

The Companys risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered and the Companys business growth and financial stability are assured. The Board of Directors decide the policies and ensure their implementationto ensure protection of Company from any type of risks.

16. Statutory Auditors:

M/s. Raju & Mahindra, are statutory auditors of the Company.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Mr. NagamallaSricharan, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the financial year under review.

Secretarial Audit Report as provided by Mr NagamallaSricharan, practicing Company Secretary is attached as Annexure I to this report. The Secretarial auditor has highlighted a few points in the secretarial audit report. The Board wishes to place before the members its comments on the observations of the Secretarial auditor which are as below.

1. Non appointment of Company Secretary

CS Ms Sangeeta Bidhan was appointed on 18th April 2019 who has resigned within one month of her appointment and later another CS Ms RishikaSaloni have given her consent which was subsequently withdrawn immediately before appointment. Inspite of best efforts no Company Secretary could be recruited.

2. Internal Auditors as required under Section 138 of Act

The Company at present is not carrying out any operations and thus found no need to appoint an internal auditor.

3. Payment of listing fees with Delay

Due to cash flow issues the payment was made with delay.

18. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 do not apply to the Company andhence, no cost auditors are appointed.

19. Reporting of frauds by auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details ofwhich would need to be mentioned in the Directors Report.

20. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism to report genuine concerns has been established. The mechanism provides foradequate safeguards.

21. Prevention of Insider Trading

The company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the directors and designated employees of the company. Thecode requires preclearance for dealing in the companys shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period whenthe trading window is closed. The Manager is responsible for implementation of the code along with the management of the Company.

Members of the Board have confirmed compliance with the code.

22. Internal Audit & Controls:

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financialtransactions with adequate checks and balances, adherence to applicable statues, accountingpolicies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. However, Company has not carried out any business operation during the year.

23. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of Companies (Management and Administration) Rules, 2014, an extract of annual return is placed on the website of the Company at www.meilmedak.in.

24 Secretarial standards

The Company complies with all applicable secretarial standards

25. Particulars of loans, guarantees or investments under section 186

There were no transactions carried out during the year under section 186 with respect to loans,guarantees and investments.

26. Significant and Material Orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators / Courts which would impactthe going concern status of the Company and its future operations.

27. Particulars of contracts or arrangements with related parties:

No contracts or arrangements have been entered into by the Company with related partiesasreferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armslength transactions.

28. Subsidiary & associates/joint ventures

Company does not have any subsidiary/ associate company and joint ventures.

29. Corporate Governance Report and Management Discussion & Analysis

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to Corporate governance are not applicable to your company and therefore there is no separate report on corporate governance.

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report andsame is attached as Annexure II.

30. Disclosure Under the Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013.

At present the Company has no employees, hence the requirement of having Anti Sexual Harassment Policy and constitution of Internal Complaints Committee are not applicable.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings andoutgo are as follows:

a) Conservation of energy

Due to the stoppage of production no energy conservation was considered during the year.

(b) Technology absorption: N.A

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: NIL

Foreign Exchange Outflows: NIL.

32. Corporate Social Responsibility (CSR)

The provisions with regard to corporate social responsibility are not applicable to the Companyfor the time being.

33. Deposits

The Company has no deposits, further it has neither accepted nor renewed any deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet.

34. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

35. Listing with stock exchanges

The shares of the company are listed on The Bombay Stock Exchange. All dues to the exchange have been paid in full.

36. Human Resources

Your Company has always treated its "human resources" as one of its most important assets. Atpresent the company has no employees.

37. Acknowledgements

Your Directors wish to place on record their appreciation of the contribution made by thestakeholders, of the Company for their continued support.

By the order of the Board of Directors for Manor Estates and Industries Limited

Place: Medak Sd/- Sd/-
Date: 03rd September, 2020 Anil Agarwal Nalini Agarwal
Director Director
DIN:00040449 DIN:07164298