Directors' Report To, The Members M/s. Manjeera Constructions Limited # 304, Aditya Trade Centre, Ameerpet, Hyderabad - 500 038. Your Directors have a great pleasure in presenting the 28th Annual Report of your Company along with the Audited Financial Statements for the financial year ended 31st March, 2015. Operational Performance Review Your Company on a stand alone basis has achieved turnover of Rs. 2141.79 Lacs as against the turnover of Rs. 6294.38 Lacs in previous year and the reduction in turnover is due to completion of all projects undertaken by the Company. The net profit after tax stood at Rs.270.34 Lacs as against Rs.384.90 Lacs in the previous year. The Basic Earnings per share for the year ended 31.03.2015 is Rs.2.16 as against Rs.3.08 for the corresponding previous year ended 31.03.2014. The performance on consolidated basis is impacted as the property of Mall is mostly retained by the subsidiary Company, and further due to bad market conditions, the sales of the office spaces is sluggish. State of Company's affairs Your Company has entered into a Joint Development Agreement on 12th June, 2015 with Mr. M. Mani, Mr. K.V Jayaprakash and Mr. M. Sridhar Reddy to develop land admeasuring Acres 3-27 guntas in Survey No. 39/2, 40 and 43 at Allalasandra village, Yelahanka Hobli, Bangalore district for constructing residential apartments. Your Company has also entered into a Memorandum of Understanding on 23rd February, 2015 with Mr. Maganti Adarsh and others for Joint development of land admeasuring 7 acres situated on Survey No's. 399, 399/1 at Atmakur village, Mangalagiri Mandal, Guntur District in the state of Andhra Pradesh into Residential/Commercial. Change in nature of business, if any There was no change in nature of business during the year under review. Dividend With a view to redeploy the profits for future business of the Company, the Board of Directors has not recommended the dividend for the financial year 2014-15. Amounts Transferred to Reserves The board of the Company has decided to carry Rs. 2.60 Crs to its reserves. Extract of Annual Return The extract of Annual Return, in format MGT-9 for the financial year 2014-15 has been enclosed with this report as Annexure I. Number of Board meetings During the Financial year 2014-15, 7 meetings of the Board of Directors of the Company were held (28/05/2014, 14/08/2014, 04/11/2014, 14/11/2014, 26/12/2014, 12/02/2015, and 17/02/2015) Particulars of loan, Guarantees and Investments and Securities Particulars of loans, investments made, guarantee given or security provided are provided in note no.s 11, 12 & 16 to the Standalone financial statements. Particulars of Contracts/Arrangements with related parties Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the financial year 2014-15 in the prescribed format, AOC 2 has been enclosed with the report as Annexure II. Explanations to Auditor's Remarks if any The Auditor's report does not contain any qualification, reservation or adverse remark. Material changes if any affecting the financial position of the Company There was no material change or commitment affecting the financial position of the Company. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology absorption pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company. The Company does not have any Foreign Exchange Earnings & Outgo during the financial year and hence provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(c) of the Companies (Accounts) Rules, 2014 regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable. Details of Subsidiary, Joint venture or Associates Manjeera Retail Holdings Private Limited (MRHPL) is a subsidiary of Manjeera Constructions Ltd. (MCL). The Company has inherent skills and resources to develop and execute high - value projects by using innovative technology that creates trends through value engineering. MTM Estates and Properties Private Limited is a wholly owned subsidiary of MCL. The Company has not yet taken up any business activity. Pursuant to the approval of the Boad of Directors of M/s. Manjeera Retail Holdings Pvt. Ltd., at their meeting held on 6th December 2013, a scheme of Arrangement inter alia for Demerger of Mall business with its assets and liabilities of Manjeera Retail Holdings Private Limited to MTM Estates and Properties Private Limited, has been filed with Hon'ble High Court of Judicature of Andhra Pradesh at Hyderabad. In terms of the scheme of Arrangement, the entire mall business of M/s. Manjeera Retail Holdings Pvt. Ltd. is proposed to be demerged and vested with resulting Company M/s. MTM Estates and Properties Private Limited w.e.f. 1st April, 2013 being the Appointed date. The purpose of aforesaid restructuring is to separate the mall business, as after the demerger, it would enable M/s. Manjeera Retail Holdings Pvt. Ltd. to provide necessary focus, flexibility and vibrancy to the remaining business in the best interest of all stakeholders. Other details of Subsidiary companies & Associates are attached in format AOC 1 as Annexure III to the Directors report. Risk Management policy The Company has a well-defined risk management policy in place. The policy works at various levels of the organization. Risk management process has been established and is designed to identify the elements of risk including those that may threaten the existence of the Company. Policy on Risk Management is available on the Company's website at the web link <http://www.manjeera.com/other_information.php> Details of Directors & Key Managerial Personnel (i) Directors: (a) Mr. G. Yoganand, the Chairman & Managing Director of the Company is liable to retire by rotation. His tenure expires in ensuing Annual General Meeting and being eligible for reappointment at the forthcoming Annual General Meeting of the Company has offered himself for reappointment. (b) Mr. G. Vivekanand, is proposed to be appointed on board as Additional Director who will hold the office upto the date of ensuing Annual General Meeting as per the provisions of section 161 of Companies Act, 2013 and AOA of the company. The proposal regarding appointment of the aforesaid Directors is placed for your approval. (ii) Key Managerial Personnel: During the year under review, Mrs. Gayatri Khatri, Company Secretary resigned from the position of Company Secretary & Compliance Officer on 19th February, 2015 and Ms. A Yamini Krishna was appointed as the Company Secretary & Compliance Officer on 13th May, 2015. Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of shares (including Sweat Equity Shares), to employees of the Company under any Scheme including ESOS. 3. Significant & material orders passed by the regulators or courts or tribunal 4. Significant orders passed by the authorities which impact the going concern status and Company's operations in future. Deposits As per the provisions of Section 73 of the Companies Act, 2013 read along with Companies (Acceptance of Deposits) Rules, 2014, (a) Your Company has not accepted any deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1966, during the year under review. (b) The company does not have any unclaimed or unpaid deposits at the end of the year under review or any other previous year. Receipt of any commission by MD/WTD from Company or receipt of commission/remuneration from its holding or subsidiary. Details of Remuneration /commission received by MD/WTD from Company, its holding/subsidiary companies is provided' in the extract of Annual return in prescribed form MGT 9 Declaration by Independent directors The Company has received necessary declarations from Mr. K. Krishna Murty and Mr. DLS Sreshti, the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the Management. Reappointment of Independent director Pursuant to provisions of section 149, 152, 160 and other applicable provisions if any, of the Companies Act 2013, Mr. K. Krishna Murty and Mr. DLS Sreshti, the Independent Directors of the Company were reappointed in last Annual General Meeting for a period of 5 years, effective from 30.09.2014 to 29.09.2019. Secretarial audit report Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and remuneration of Managerial personnel) Rules 2014, the Company has appointed Mr. Naresh Kumar Chanda (CP No. 8153) to undertake the Secretarial audit of the Company. A Secretarial audit report is annexed to this Board's report as per Annexure - IV. Corporate Social Responsibility (CSR) policy As per Section 135 of the Companies Act 2013, a Corporate Social Responsibility (CSR) committee is formed by the Company. The areas for CSR activities are education. Public health and community outreach programmes. Audit Committee 1. The Audit Committee comprises of three directors: • Mr. DLS Sreshti, Chairman • Mr. K Krishna Murty • Mrs. G. Padmaja The Company Secretary acts as Secretary to the committee. The primary objective of the committee is to monitor and provide an effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosure, with highest level of transparency, integrity and quality of financial reporting. Nomination & Remuneration Committee The Nomination & Remuneration Committee comprises of three directors: i. Mr. DLS Sreshti -Chairman ii. Mr. K. Krishna Murty - Member iii. Mrs. G. Padmaja - Member The Company Secretary act as a secretary to the committee. The primary objective of the committee is to formulate the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees. Statement indicating the manner in which formal annual evaluation has been made by the board of its own performance, its directors, and that of its committees. Pursuant to provisions of section 134(p) of the Companies Act 2013, and clause 49 of the Listing Agreement, the Board has to carry out annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. In this regard your Board is working with the nomination and remuneration committee to lay down evaluation criteria for performance of executive/nonexecutive/independent directors. Disclosure on establishment of Vigil mechanism The Vigil Mechanism as envisaged in the Companies Act 2013 and the Listing Agreement is implemented through the Company's whistle Blower Policy to enable the directors and employees to report their genuine concerns or grievances. Policy on Vigil Mechanism is available on the Company's website at the web link <http://www.manjeera.com/other_information.php> Report on Corporate Governance The Company has put in place the compliances pertaining to Corporate Governance. As per Clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. Your company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. A certificate from the statutory auditors of the Company confirming the compliance of conditions of corporate governance under clause 49 of the Listing Agreement is also attached to this report as Annexure - V. Managerial remuneration Pursuant to provisions of Section 197 (12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Statistical disclosures are to be made in Board's report which is attached as an Annexure VI to this Board's report as per the said section. Disclosures under sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act 2013 Your Company believes in providing a safe and harassment free workplace for every individual working in the company premises through various interventions and practices. The Company endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. In this light, the company has framed a well defined policy on Prevention of Sexual Harassment for an employee which is attached to this report. Auditors & Auditors' Report The Auditors, M/s. A.K. Sabat & Co, Chartered Accountants, Hyderabad, hold office until the conclusion of the this annual general meeting and are recommended for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be in accordance with section 139 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the next term, and authorize the Board of Directors to fix their remuneration. The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments. Management Discussion and Analysis Report Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. Cost Auditor Your Company does not qualify for the eligibility norms of Companies (Cost Records and audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2014-15. However, the company is maintaining adequate cost records as stated under the said rules. Director's Responsibility Statement Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state and confirm that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors 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 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 have 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 have prepared the annual accounts on a going concern basis; and e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Acknowledgement Your Directors would like to express their sincere appreciation and gratitude for the support and co-operation received from the Central and State Governments, Greater Hyderabad Municipal Corporation, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, Shareholders, Bankers, Financial Institutions, Customers, Suppliers, Contractors and other Associates for their continued support to the Company. The Company enjoyed very cordial and fruitful relations with the employees during the year under review and the Management wishes to place on record its sincere appreciation of the efforts put in by the Company's executives, staff and workers for achieving reasonable results under demanding circumstances. For and on behalf of the Board of Directors G. Yoganand Managing Director (DIN 00850735) K. Krishna Murty Director (DIN 01466390) Place: Hyderabad Date: 12.08.2015 |