mount housing infrastructure ltd share price Directors report

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& MANAGEMENT DISCUSSION AND ANALYSIS

Your Directors have pleasure in presenting the Twenty Eight Annual Report together with the Audited Statement of Accounts of your Company for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

The Companys financial performance for the year under review along with previous years figures are given hereunder:

Particulars	For the financial year ended 31st March, 2023	For the financial year ended 31st March, 2022
	(Amount in Rs.)	(Amount in Rs.)
Revenue from operations	1,84,90,000	1,52,00,000
Other Income	5,65,943	21,78,662
Total Revenues	1,90,55,943	1,73,78,662
Total Expenses	1,76,31,507	1,63,65,922
Profit before tax	14,24,436	10,12,740
Tax expense
Current tax	2,37,870	1,58,000
Deferred tax	1,50,789	1,79,166
Profit after Tax	10,35,777	6,76,000

REVIEW OF BUSINESS OPERATIONS

The Company is engaged in the business of real estate development.

There was Increase in Revenue from Operations during the financial year compared to previous year. However due to prevailing conditions in the real estate industry being not conducive, the Company was not able to launch new projects.

The Company has been successful in earning profits and has turned Earning per share into positive.

DIVIDEND AND RESERVES

Considering the current market scenario of the company and industry as whole during the financial year, your Directors do not recommend any dividend and have not transferred any amount to reserves for the financial year ended March 31, 2023.

OUTLOOK, OPPORTUNITIES, THREATS, RISKS AND CONCERNS

The outlook for the real estate industry appears to be bleak owing to the COVID-19 pandemic which has pushed the economy into deep recession. This has resulted in significant reduction in economic activities and the business operations of the Company. The Company has new projects in the pipeline. But the commencement of the new projects has been disrupted due to the COVID-19 pandemic. However, with the organizations successful track record of 25+ years in executing and delivering quality real estate projects, the Company would definitely be able to better its performance in the next financial year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPANY

During the financial year ended March 31, 2023, the Authorised Share Capital of the Company remained unchanged at Rs.6,00,00,000/- (Rupees Six Crores Only) consisting of 60,00,000 equity shares ofRs.10/- each.

During the financial year ended March 31, 2023, the paid-up share capital of the Company has remained unchanged atRs.3,02,87,000/- (Rupees Three Crores Two Lakhs and Eighty Seven Thousand Only) consisting of 30,28,700 equity shares of Rs.10/- each.

LISTING OF SECURITIES OF THE COMPANY

The equity shares of the Company are listed and traded on the Bombay Stock Exchange Limited (BSE) with effect from November 06, 2019. The Scrip code of the Company on BSE Limited is 542864. The International Security Identification Number (ISIN) is INE444X01014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ramesh Chand Bafna, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

CODE OF CONDUCT

The members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct as formulated by the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received from its Independent Directors the necessary declaration that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS

During the financial year 2022-23, 5 meetings of the Board of Directors of the company were held on the following dates: 11.05.2022, 30.05.2022, 04.08.2022, 14.11.2022 and 13.02.2023. The gap between two consecutive Board Meetings did not exceed 120 days. Number of meetings attended by the Board of Directors:

S. No.	Name of Director	No. of Meetings Attended
1	Mr. Ramesh Chand Bafna	5
2	Mr. Kalpesh Bafna	5
3	Mrs. Alka Kankani	5
4	Mr. Jitendra Kumar Jain	5

COMMITTEES OF THE BOARD AND MEETINGS

The Board of Directors of the Company has constituted the following committees.

AUDIT COMMITTEE

The composition of the Audit Committee is as follows:

Name of the Director	Category	Position
Mr. Jitendra Kumar Jain	Independent Director	Chairperson
Mrs. Alka Kankani	Independent Director	Member
Mr. Kalpesh Bafna	Executive Director	Member

The terms of reference of the Audit Committee is as specified in Section 177 of the Companies Act, 2013.

During the financial year 2022-2023, 5 meetings of the Audit Committee were held on the following dates: 11.05.2022, 30.05.2022, 04.08.2022, 14.11.2022 and 13.02.2023. Number of meetings attended by the members of the Audit Committee:

S. No.	Name of Director	Position	No. of Meetings Attended
1	Mr. Jitendra Kumar Jain	Chairperson	5
2	Mrs. Alka Kankani	Member	5
3	Mr. Kalpesh Bafna	Member	5

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee is as follows:

Name of the Director	Category	Position
Mrs. Alka Kankani	Independent Director	Chairperson
Mr. Jitendra Kumar Jain	Independent Director	Member
Mr. Ramesh Chand Bafna	Executive Director	Member

The terms of reference of the Nomination and Remuneration Committee is as specified in Section 178 of the Companies Act, 2013. During the financial year 2022-2023, 1 meeting of the Nomination and Remuneration Committee was held on 02.03.2023. Number of meetings attended by the members of the Nomination and Remuneration Committee:

S.No.	Name of the Director	Position	No. of Meetings Attended
1	Mrs. Alka Kankani	Chairperson	1
2	Mr. Jitendra Kumar Jain	Member	1
3	Mr. Ramesh Chand Bafna	Member	1

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company has been formulated in accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the Company has been formulated by the Nomination and Remuneration Committee and has been approved by the Board of Directors of the Company. This policy specifies the criteria for the payment of equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company. The Nomination and Remuneration Policy of the Company has been disclosed on the website of the Company and the weblink thereto is https://www.mounthousing.com/others/Nomination-and-Remuneration-Policy.pdf

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is as follows:

Name of the Director	Category	Position
Mrs. Alka Kankani	Independent Director	Chairperson
Mr. Jitendra Kumar Jain	Independent Director	Member
Mr. Kalpesh Bafna	Executive Director	Member

The terms of reference of the Stakeholders Relationship Committee is as specified in Section 178 of the Companies Act, 2013. During the financial year 2022-2023, 1 meetings of the Stakeholders Relationship Committee were held on 02.03.2023. Number of meetings attended by the members of the Stakeholders Relationship Committee:

S.No.	Name of the Director	Position	No. of Meetings Attended
1	Mrs. Alka Kankani	Chairperson	1
2	Mr. Jitendra Kumar Jain	Member	1
3	Mr. Kalpesh Bafna	Member	1

CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors would like to state that: a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed; b) they 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) they had 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) they had prepared the annual accounts on a going concern basis; e) they 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) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The company has in place adequate internal financial controls with reference to the financial statements. During the financial year ended March 31, 2023, such controls were tested and no reportable material weakness was identified.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companys internal control systems are well developed and are adequate to ensure efficiency in operations, compliance with applicable statutes, policies as well as procedures and reliability and integrity of financial and operational information. The Company has constituted an Audit Committee for the guidance and proper control of the affairs of the Company.

DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year ended March 31, 2023. There were no deposits remaining unpaid or unclaimed as at the end of the financial year. There has been no default in repayment of deposits or payment of interest thereon during the financial year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year ended March 31, 2023, the Company has neither given any loan or guarantee nor provided any security or made any investment under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year ended March 31, 2023 were on an arms length basis and were in the ordinary course of business. Further, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013 and hence the said provisions are not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The company is making continuous efforts to conserve energy, wherever possible. There was no technology absorption during the financial year ended March 31, 2023.

There were no foreign exchange earnings and outgo during the financial year ended March 31, 2023.

RISK MANAGEMENT

The element of risk threatening the existence of the Company is very minimal and hence a Risk Management Policy has neither been developed nor implemented for the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the company and its future operations.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the Company as at 31st March, 2023 is uploaded on the website of the company at www.mounthousing.com

STATUTORY AUDITORS

Mrs.K.R.Divya, Chartered Accountant, Coimbatore (Membership No:228896) had been appointed as the Statutory Auditor of the Company at the 23^rd Annual General Meeting of the Company to hold office until the conclusion of the 28^th Annual General Meeting of the Company.

EXPLANATION IN RESPONSE TO AUDITORSQUALIFICATIONS

The Statutory Auditors have not made any qualification, reservation, adverse remark or disclaimer in their Report.

FRAUDS REPORTED BY THE AUDITOR

The Statutory Auditors of the Company have not reported any instances of fraud to the Board of Directors during the financial year ended March 31, 2023.

MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board of Directors of the Company has appointed M/s. Monalisa Datta, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 has been enclosed with this Report as Annexure II.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the financial year ended March 31, 2023.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint regarding sexual harassment during the financial year ended March 31, 2023.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy for directors and employees of the Company to report their genuine concerns or grievances. The vigil mechanism provides for adequate safeguards against victimization of directors, employees or any other person who avails the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Company hereby affirms that no personnel have been denied access to the Chairman of the Audit Committee and that no complaints were received during the financial year. The Vigil Mechanism/ Whistle Blower Policy of the Company has been disclosed on the website of the Company and the web link thereto is https://www.mounthousing.com/others/Whistle-Blower-Policy-Vigil-Mechanism.pdf.

EVALUATION BY THE BOARD

The Board has made a formal annual evaluation of its own performance and that of its individual directors and committees.

DEVELOPMENT IN HUMAN RESOURCES

The company enjoyed healthy and cordial relations with the employees of the company. The Board of Directors place on record their sincere appreciation in respect of the services rendered by the employees of the Company at all levels.

PARTICULARS OF EMPLOYEES

The Statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: (i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

S.No.	Name	Designation	Remuneration	Ratio to the Median
1	Mr. Ramesh Chand Bafna	Managing Director	12,00,000	-
2	Mr. Kalpesh Bafna	Whole-time Director	6,00,000	-

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer (CFO), Chief Executive Officer (CEO), Company Secretary (CS) or Manager, if any, in the financial year.

S.No.	Name	Designation	% Increase
1	Mr. Ramesh Chand Bafna	Managing Director	Nil
2	Mr. Kalpesh Bafna	Whole-time Director	Nil
3	Mrs. Poonam Bafna	Chief Financial Officer (CFO)	Nil
4	Ms. Anita Kumari Chhajer	Company Secretary (CS)	Nil

(iii) The percentage increase in the median remuneration of employees in the financial year Nil (iv) the number of permanent employees on the rolls of company 4 (v) We affirm that the remuneration is as per the remuneration policy of the company.

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENT

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support. The Directors take this opportunity to place on record their sincere appreciation for the co-operation and commitment of the employees of the Company.

For and on behalf of the Board of Directors

RAMESH CHAND BAFNA	KALPESH BAFNA
MANAGING DIRECTOR	WHOLE-TIME DIRECTOR
DIN: 02483312	DIN: 01490521

Place: Coimbatore

Date: 14.08.2023