DIRECTORS' REPORT THE MEMBERS, Your Directors present their 23rd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. State of Company's affair As reported in the previous year, the company has ceased production, has put up its machinery and equipment for sale together with all other fixed assets and is exploring new business opportunities in the field of warehousing and construction. 3. 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 relate and the date of this Report. 4. Dividend Since the Company is incurring losses, the Board of Directors has not recommended any dividend 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, 2015. 6. Share Capital During the year the Company has not allotted any shares. The Authorised Share Capital of the Company is Rs. 110,000,000 divided into 110,00,000 Equity Shares of Rs. 10 each The Paid up Share Capital is Rs. 82,350,000 divided into 8235000 equity shares of Rs.10 each. 7. Directors and Key Managerial Personnel Mr Srikishan Badruka has been resigned as director w.e.f May 28, 2015. Mr. Rishabh Agarwal, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. During the year, Mrs. Nalini Agarwal has been appointed as a Director on the Board in the capacity of additional director w.e.f. March 30, 2015. Brig. Subhash C Sharma to be appointed as Independent Director for a period of Five years with effect from 30.09.2015 Your Board recommends the appointment/ re-appointment of the Directors above. 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 been followed 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 view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period; iii. they have 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; 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. Particulars of Employees Pursuant to Section 197 (12) of Companies Act, 2013 read with Rule 5(1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. • At present, the Company is not paying any remuneration to its directors and Key Managerial Personnel (KMP). • The total permanent employees on the rolls of the Company -NIL • There are no employees in the company who are receiving remuneration of Rs. 60 Lakhs or more • Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer Market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: The Company made an Initial Public Offer in the year 1993 at a price of Rs. 10/- per equity share (at par). As on 31st March, 2015 the Market Quotation for the Company's Equity Shares of Rs.10/- each (Closing Price) is Rs.1.24 10. Meetings During the year under review Four Board Meetings, Four Audit Committee Meetings and One Stakeholder Relationship Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Board Meetings was not more than 120 days as prescribed under the Companies Act, 2013. 11. 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. 12. Declaration by an Independent Director(s) and re- appointment, if any All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 13. Audit Committee The Audit Committee of the company is duly constituted as per section 177 of the companies act, 2013. Composition and Scope of Audit Committee is provided under the Corporate Governance report annexed herewith. 14. 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 their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 15. Statutory Auditors: The Statutory Auditors, M/s Niranjan & Narayan, Chartered Accountants, Hyderabad, has been appointed for three years at the 22nd AGM subject to ratification by shareholders at every AGM. The Secretarial Auditor Mr. Manoj Kumar Koyalkar of M/s AGR Reddy & Co., Company Secretaries has been appointed as Secretarial Auditor by the Board at its meeting held on February 14, 2015. 16. Reply to 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. 17. Secretarial Audit Report In terms of Section 204 of the Act and Rules made there under, Mr. Manoj Kumar Koyalkar of M/s AGR Reddy & Co., Company Secretaries has been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. Reply to Secretarial Audit Report As per the Secretarial Audit Report, the Company has not appointed Company Secretary and Chief Financial Officer. The Company at present is not carrying out any operations and thus has not appointed Chief Financial Officer and Company Secretary. At present the Company does not carry on any business operations. Hence no Internal Complaints Committee has been constituted 18. Cost Auditors The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no cost auditors are appointed. 19. Vigil Mechanism : In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. 20. Internal Control The information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report. 21. Extract of annual return: As required 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 MGT 9 as a part of this Annual Report as ANNEXURE I. 22. Particulars of loans, guarantees or investments under section 186 The particulars of loans, guarantees and investments have been disclosed in the financial statements. 23. Significant and Material Orders passed by the Regulators or Courts 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. 24. Particulars of contracts or arrangements with related parties: No contracts or arrangements were entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso Form No. AOC-2 Forms part of the report and given under Annexure III. 25. Corporate Governance Report and Management Discussion & Analysis As per Clause 49 of the Listing Agreement entered into with the stock exchanges, Corporate Governance Report along with Certificate from auditors thereon and the Management Discussion and Analysis report are attached and form part of this report. 26. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo 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. 27. Corporate Social Responsibility (CSR) The provisions with regard to corporate social responsibility are not applicable to the Company for the time being. 28. Deposits The Company has no deposits and has not accepted any deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet. 29. 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). 30. Listing with stock exchanges: The shares of the Company are listed on Bombay Stock Exchange. Listing fees has been doubled by BSE, thus a request was made by the company to the Bombay stock Exchange for reduction in payment of of fees. However, no reply was received from the Bombay Stock Exchange. Hence, Listing fees has not yet been paid by the company. 31. Disclosure Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. At present the Company does not carry on any business operations. Hence no Internal Complaints Committee has been constituted 32. Acknowledgements Your Directors wish to place on record their appreciation of the contribution made by the stakeholders, of the Company for their continued support. for and on behalf of the Board of Directors Manor Estates and Industries Limited Sd/-Anil Agarwal Director DIN:00040449 Sd/- Hemant Kumar Agarwal Director DIN: 01629938 Place: Hyderabad Date: 13th August, 2015 |