Manraj Housing Finance Ltd Directors Report

TO,

THE MEMBERS OF,

MANRAJ HOUSING FINANCE LIMITED

Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended as on March 31, 2022.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY :

Particulars	2021-22	2020-21
Turnover	0.00	22,50,000.00
Other Income	6,84,623.00	6,28,407.00
Total Income	6,84,623.00	28,78,407.00
Total Expenses	23,96,834.00	22,61,637.00
Profit/ Loss Before Taxation	-17,12,212.00	6,16,769.00
Less: Tax Expense	27,133.00	3,50,000.00
Profit/ Loss after Taxation	-17,39,345.00	2,66,769.00
Less: Transfer to General Reserve	0.00	1,23,354.00
Add: Balance B/F from the previous year	-8,01,03,157.00	-8,02,46,572.00
Surplus/ Deficit carried to Balance Sheet	-8,18,42,502.00	-8,01,03,157.00

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

During the period under review company has not carried out any business activity, after charging all expenses company has incurred losses of Rs. 17.39 lakhs. 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 recommend not to declare any dividend for the Current Financial Year.

4. TRANSFER TO RESERVES :

The Company has incurred losses and considering the current financial position of the company, board has recommended not to transfer any amount to the general reserve account

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There is no changes in the constitution of Board of Directors of the Company during the Financial Year.

There is no change in the constitution of Key Managerial Personnel during the Financial Year.

6. MEETINGS :

The Board of Directors met 8 (Eight) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this report.

7. 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.

8. 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.

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

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.

10. MANAGERIAL REMUNERATION :

The Company has not paid any Remuneration to its Directors including Managing Director during the year. Further company has paid Rs. 1,68,000 to Company Secretary and Rs. 5,32,633 to its CFO.

11. 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.

12. 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.

13. AUDITORS :

M/s. A. R. Landage & Company, Chartered Accountant, Jalgaon who was appointed as statutory auditors of the Company in the annual general meeting of the Company held in Financial Year 2017-18 for term of five years i.e. till the conclusion of annual general meeting of the Company held in the financial year 2022-23. Pursuant to provisions of Section 139 (2) of the Companies Act M/s. A. R. Landage & Company, Chartered Accountant, Jalgaon was completed the term of Five years hence he is not eligible for re-appointment as Auditors of the Company. The board further placed on record its appreciation for the valuable services and guidance rendered by M/ s. A. R. Landage & Company, Chartered Accountant, Jalgaon during their tenure as Auditors of the Company.

The Board has proposed to appoint M/s. N. S. Doshi & Company, Chartered Accountant (Firm Registration No.: 102738W, Membership No.: 10212) as a statutory auditor of the company for a period of five years on such remuneration and fees as may be decided by the Board and the Auditors mutually from time to time.

14. AUDITORS REPORT :

The Auditors Report and Notes to Accounts are self-explanatory and does not require any further clarification and explanation, the auditors have raised concerned on payment of loan and has made disclaimer remark in the report :

Auditor Remark :

• The company was not in a position to repay the installments of loan taken from The Jalgaon Peoples Co-operative Bank Ltd. and therefore the said loan account has become NPA as the company has defaulted in making repayment of term loan taken from the said bank.

Directors Reply :

• The Asset Reconstruction Company has approved a onetime settlement scheme of the said loan under a group settlement scheme vide its letter Dt. 03.02.2021. In terms of the

settlement scheme, the OTS amount of Rs. 43 Cr. has to be paid by a total of 13 concerns, with Rs. 2.50 Cr. to be paid immediately and balance in 7 instalments upto 01.02.2023. The company is required to de-recognize the existing liability of bank and recognize the liability towards the ARC after taking into account the OTS accepted by it during the year under consideration.

Auditor Remark :

• The advance given by the company of Rs. 10.29 Cr. to a related party against the purchase of immovable property at Mumbai to be held as stock in trade, has become sticky and no revenue / furtherance of the contract with the said party is likely to take place in the near future and for which no provision is made for possible loss on this account and therefore there is a possible threat to the going concern status of the company.

Directors Reply :

• The party to whom the advance is given is fully secured as the said party has already purchased a property at Mumbai and it is in process to negotiate with tenants to reconstruct property.

15. 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 M/s. Pavan Rathi & Associates, Practicing Company Secretary (M No.: F10996, 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 comments:

16. FORM MGT-8 BY PRACTICING COMPANY SECRETARY :

The report of the Practicing Company Secretary is enclosed as Form MGT-8 to this report. The report is self-explanatory and do not call further comments.

17. COST AUDIT REPORT :

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

18. INTERNAL AUDIT & CONTROLS :

Your Board of Directors appoints M/s. R. D. Jain & Associates, Chartered Accountants, as an Internal Auditor of the Company for the Financial Year 2022-23. 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.

19. 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.

20. 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.

21. 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.

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

The Company has 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.

23. 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.

24. 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.

25. 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.

26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS :

Separate report on Corporate Governance compliance and Management Discussion and Analysis as stipulated by SEBI Listing Regulations forms part of this Annual Report along with the Certificate from a Practicing Chartered Accountant regarding compliances of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

27. SECRETARIAL STANDARDS :

The Directors state that Secretarial Standards, i.e. - SS-1, SS-2, and SS-3, relating to Meetings of the Board of Directors, General Meetings and Dividend have been duly followed by the Company.

28. OBLIGATION OF COMPANY UNDER THE 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.

29. 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.

30. 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).

31. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) :

During the period under review, there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

32. 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.

33. 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.

34. LISTING WITH STOCK EXCHANGES :

The Company confirms that it has paid the Annual Listing Fees for the year 2021-2022 to Bombay Stock Exchange where the Companys Shares are listed.

35. 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 BOARD OF DIRECTORS OF
	MANRAJ HOUSING FINANCE LIMITED
Date : 25/05/2022	ISHWARLAL JAIN	PRAMODKUMAR MEHTA
Place : Jalgaon	CHAIRMAN & MANAGING DIRECTOR	DIRECTOR
	(DIN:00386348)	(DIN: 00386505)
	ADDRESS: C/O RAJMALLAKHICHAND,	ADDRESS: PLOT NO. NTP 1, F.P. 329,
	169, SARAF BAZAR, BALAJI PETH,	NEAR GANPATI HOSPITAL,
	JALGAON - 425001	AAKASHWANICHAUK, JALGAON -425001