Manraj Housing Finance Ltd Directors Report.

TO, THE MEMBERS,

MAN RAJ HOUSING FINANCE LIMITED

3, Pushpa Apartment,

General Vaidya Chowk,

Jalgaon-425002

Your Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended as on March 31, 2018.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

Particulars 2017-18 2016-17
Gross Income 7,04,371.00 22,53,983.00
Profit Before Interest and Depreciation -22,17,190.00 -10,08,225.00
Finance Charges 2,09,84,935.00 5,31,74,721.00
Gross Profit -2,32,02,125.00 -5,41,82,946.00
Provision for Depreciation 0.00 0.00
Net Profit Before Tax -2,32,02,125.00 -5,41,82,946.00
Provision for Tax 0.00 0.00
Net Profit After Tax -2,32,02,125.00 -5,41,82,946.00
Balance of Profit brought forward -3,89,82,109.00 1,52,00,838.00
Balance available for appropriation -6,21,48,234.00 -3,89,82,108.00
Proposed Dividend on Equity Shares 0.00 0.00
Tax on proposed Dividend 0.00 0.00
Transfer to General Reserve 0.00 0.00
Surplus carried to Balance Sheet -6,21,48,234.00 -3,89,82,108.00

Note ;

The Company has adopted Indian Accounting Standard (referred to as Ind AS") with effect from April 01, 2017 and accordingly these financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 (the Act) read with the relevant rules issued there under and the other accounting principles generally accepted in India.

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

Company is engaged in the Construction and Housing finance related activities during the Financial Year 2017-18. During the period under review company has achieved gross turnover of Rs. 7.04 lakhs as against turnover of Rs. 22.53 lakhs in the preceding financial year, after charging all expenses company has incurred losses of Rs. 2.32 Cr during the financial year as against losses incurred by the Company preceding financial year of Rs. 5.41Cr, Due to tremendous competitive market and adverse condition in real estate and construction business company has incurred losses from its business operations in the financial year. Your Directors are optimistic that on the basis of inquiries generated and seriousness demonstrated by the government for the development of housing and infrastructure industry would show an incremental growth in Companies Business in near future.

3. DIVIDEND:

Company has incurred losses from its business operations during the Current Financial Year. In view of the Financial Position of the company your directors recommends not to declare any dividend for the Current Financial Year.

4. TRANSFER TO RESERVES :

The Company has not earned profits during the Current Financial Year and considering the current financial position of the company, directors of the company are recommending that, not to transfer any amount to the general reserve account out of the amount available for appropriation of profit, if any.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment of Director :

The Board of Directors at their Board Meeting held as on 9th July 2018 co-opted Mr. Vinod Suganchand Raka (DIN:08193270) on the Board as Additional Director (Non-Executive Independent Director) as per Section 161 of the Company Act, 2013 his tenure of office expires at the ensuing Annual General Meeting, being eligible, offer himself for reappointment. His candidature for Appointment as Director of the Company is recommended by both the Nomination and Remuneration Committee and Board of Directors. Approval for his appointment has been sought from the Members of the Company.

Director Retire by Rotation :

Mr. Manish Ishwarlal Jain (DIN: 00386447) and Mrs. Neetika Manish Jain (DIN: 00394934) Directors of the Company who are liable to retire by rotation at the forthcoming Annual General Meeting to be held on Friday the 28th day of September 2018 and being eligible for re-appointment.

Brief resume of directors who are eligible for appointment/ reappointment on the board is given in the corporate governance report including nature of their expertise in the specific functional area and names of the companies in which they are director and member/chairman of the Board Committee and any other committees.

Resignation of Director :

Mr. Ramvilas Keshrimal Rathi (DIN: 00386669) Independent Director resigned from the Board with effect from 13th October 2017. The Directors would like to place on record their sincere appreciation for Mr. Ramvilas Keshrimal Rathi guidance to the Company during his tenure on the Board.

Death of Director :

Mr. Suganchand Kasturchand Raka, the director of the company removed from post of Directorship with effect from 16th March 2018.

Mr. Suganchand Kasturchand Raka passed away on 20th February 2018 due to ill health. The Directors note with utmost grief the passing away of Mr. Suganchand Kasturchand Raka, who was the Director of Company. He ably guided the destiny of the Company by laying down high standards in business ethics which the Company adhered to throughout his long tenure and the Directors place on record their sincere appreciation for his valuable guidance and contribution to the Company. The Directors affirm that though the void caused by his departure will be difficult to fill, as a mark of true respect and tribute to him, the Directors resolve to continue to follow the high standards of efficiency and integrity in all future business dealings of the company.

6. PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 (12) read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in the Corporate Governance Report.

7. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review 9 (Nine) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held in the Company. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. 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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9. 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 to fix their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. MANAGERIAL REMUNERATION;

The Company has not paid any Remuneration, Sitting Fees or Commission to any of its KMPs or Directors during the financial year.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant to subsection (3) of Section 129 of the Act. Hence the board has nothing to report on the same.

11. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014, an Extract of Annual Return in Form MGT-9 as a part of this Annual Report as ANNEXURE I.

12. AUDITORS:

The Auditors, A. R. Landge & Company, Chartered Accountant, Jalgaon who was appointed as an auditor of the Company in Twenty Seventh Annual General Meeting for period of five years from the conclusion of Twenty Seventh Annual General Meeting till the conclusion of the Thirty Second Annual General Meeting of the company. Board of director pay remuneration and other additional fees to the auditor as decided between the auditor and directors of the company time to time.

13. AUDITORS REPORT:

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

14. SECRETARIAL AUDIT REPORT :

The Board of Directors of the Company in compliance with Section 204 of the Act and Rules made there under, had appointed Pavan Rathi & Associates, Practicing Company Secretary (ACS.: 30210, CP.: 10900) as a Secretarial Auditors to conduct Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report The report is self-explanatory and contained following Comment:

Secretarial Auditor Comment:

• As per the provisions of Section 149 (4) of the Companies Act, 2013 and rules mentioned there under if any, every listed company shall have at least one third of the total number of directors as Independent Directors. As per the examination Board of the Company did not comprise proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Directors Reply:

• The imbalance in the composition of Board of Directors was due to resignation of Mr. Ramvilas Keshrimal Rathi and death of Mr. Suganchand Kasturchand Raka.Your Board is in process to appoint Independent Directors to maintain Independence and Separate Functions of governance and management.

Secretarial Auditor Comment:

• As per the provisions of Clause 49 of the Listing Agreement and rules mentioned there under every listed company shall have at least one third of the total number of directors as Independent Directors. As per the examination Board of the Company did not comprise proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Directors Reply:

• The imbalance in the composition of Board of Directors was due to resignation of Mr. Ramvilas

Keshrimal Rathi and death of Mr. Suganchand Kasturchand Raka. Your Board is in process to appoint Independent Directors to maintain Independence and Separate Functions of governance and management.

15. COMMENTS ON FORM MGT-8 BY PRACTICING COMPANY SECRETARY:

Remark by PCS :

• The Company is required to appoint Whole Time Company Secretary as per the provisions of Section 203 of the Act, However the company do not have any Whole Time Company Secretary on its role.

Directors Comment:

• Management of the Company is in search of suitable candidate for the post, but company was unable to appoint suitable candidate for the post.

16. COST AUDIT REPORT :

The provisions mentioned under Section 148 of the Companies Act, 2013 regarding Cost Audit is not applicable to the Company.

17. INTERNAL AUDIT & CONTROLS:

Your Board of Directors appoints M/s. R. D. Jain & Associates, Chartered Accountants, Jalgaon as an Internal Auditor of the Company for the Financial Year 2018-19. 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.

18. VIGIL MECHANISM:

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been updated on the office board of the company.

19. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has no Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report, corrective action, significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

22. DEPOSITS:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014 during the Current Financial Year.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

The particulars of every contract or arrangements entered into by the Company with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto as stated in Notes attached to the Financial Statement. The details of the Related Party Transactions in Form AOC-2 enclosed as Annexure III to this report.

25. CORPORATE GOVERNANCE CERTIFICATE ;

The Compliance Certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018.

27. STATUTORY DISCLOSURES:

In terms of the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions contained in the Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

28. SECRETARIAL STANDARDS :

The company has complied with the applicable secretarial standards issued by the Institute of company secretaries of India.

29. OBLIGATION OF COMPANY UNDERTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has draft and adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of Sexual harassment.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

Foreign Exchange Earnings and Outgo are NIL during the Current Financial Year.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR) :

As required under Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the company. Hence the Board has not constituted the committee and Policy for implementing the Corporate Social Responsibility (CSR).

32. HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most important assets of the Company. The company respects its employees for their commitment and contribution towards a common goal, which has propelled it to a position of leadership. We encourage individuals to go beyond the scope of their work, undertake voluntary projects that enable them to learn, and contribute innovative ideas in meeting goals of the Company. The Company strongly believes that its intrinsic strength lies in the quality of its dedicated and motivated employees.

33. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013 shall state that;

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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) in the Current Financial Year.

35. LISTING WITH STOCK EXCHANGES:

Listing Fee has been paid for the year 2017-2018 to Bombay Stock Exchange where the Companys Shares are listed.

36. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued support and cooperation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF
Date : 30th May 2018. MAN RAJ HOUSING FINANCE LIMITED
Place: Jalgaon.
PRAMOD N. Mehta ISHWARLAL S. JAIN
Director Chairman & Managing Director
(DIN:00386505) (DIN:00386348)