Manas Properties Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Directors of the Company are pleased to present the 20^th Annual Report of the Company together
with the audited financial statements for the financial year ended March 31^st, 2024.

1. FINANCIAL HIGHLIGHTS AND THE STATE OF COMPANY''S AFFAIRS:

The Company''s financial performance, for the year ended March 31^st, 2024 is summarized below:

Particulars	F.Y. 2023-2024	F.Y. 2022-2023
Revenue from Operations	NIL	NIL
Other Income	3555.90	3514.10
T otal Revenue	3555.90	3514.10
Less: Expenses	566.34	420.36
Profit before exceptional and extraordinary items and tax	2989.56	3093.74
Profit Before Tax	2989.56	3093.74
Less: T ax Expenses	493.63	594.33
Profit After Tax	2412.39	2499.41

During the year, your Company has made profit of Rs. 2412.39 Lakhs as compare to last year profit
of Rs. 2499.41 Lakhs.

Your directors are expecting to achieve good performance and taking efforts to control the cost and
optimize the results in the coming year.

No material changes and commitments have occurred after the close of the financial year 2023-24
till the date of this Report, which affect the financial position of the Company.

2. SHARE CAPITAL

During the financial year 2023-24, there is no change in the Share Capital of the Company.

The paid-up Equity Share Capital of the Company as on March 31, 2024 is Rs. 4,16,00,000/- (Rupees
Four Crores Sixteen Lacs only), of the total paid up share capital of the Company, 73.32 % is held by
Promoters and Promoter Group and balance of 26.68 % is held by persons other than Promoters and
Promoter Group, out of which majority is in dematerialized form.

3. DIVIDEND AND RESERVES

In order to conserve the resources for the ongoing projects of the Company, the Board of Directors
do not recommend any dividend for the financial year ended March 31^st, 2024. The details of
reserves and surplus are provided in note no.4 of the notes to the financial statement.

4. CASH FLOW

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Standalone
Financial Statement is part of the Annual Report.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared since inception of the Company, Hence the provisions of
Section 125 of the Companies Act, 2013 do not apply to the Company.

6. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

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

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to
the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended March 31^st, 2024, the applicable
accounting standards have been followed and there are no material departures from the same;

(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 as at March 31^st, 2024 and of the loss of the Company for the
year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 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;

(e) the Directors 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) 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.

8. INTERNAL FINANCIAL CONTROLS

The Company''s internal control systems are commensurate with the nature of its business and the
size and complexity of its operations. These are routinely tested and certified by Statutory
Auditors. Significant audit observations and follow up actions thereon are reported to the Audit
Committee.

9. RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy that outlines the
framework and procedures to assess and mitigate the impact of risks. Under the guidance of the
Board of Directors of the Company, Key Managerial Personnel and senior employees who are
conversant with risk management systems and procedures have been entrusted with the risk
management of the Company in accordance with the formulated policy. The Audit Committee has
additional oversight in the area of financial risks and controls. All risks are systematically addressed
through mitigating actions on a continuing basis.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Madhuriben Thakkar (DIN: 00284480), who retires by rotation and being eligible, offers herself
for re-appointment in the ensuing Annual General Meeting of the Company.

During the year under review, there has been no change in the composition of the Board of Directors
of the Company.

The following changes may be noted in the Key Managerial Positions of the Company:

(a) Ms. Aditi Jain (Membership No.: ACS: 32523) tendered her resignation from the position of
Company Secretary and Compliance Officer of the Company with effect from closure of working
hours of July 31, 2023.

(b) Mr. Jaswant Kumawat (Membership No.: 60848) was appointed as the Company Secretary &
Compliance Officer of the Company with effect from August 01st, 2023.

Please note that the tenure of Mr. Dev Thakkar is expiring effective from 13^th January, 2025, and on
the basis the recommendation of the Nomination and Remuneration Committee and board of
directors, it is proposed to re-appoint Mr. Dev Thakkar as the Managing Director for a period of 3
(three) years effective from 14^th January, 2025. Further, approval of shareholders is being sought for
payment of remuneration, as per the details provided in the resolution set out at Item No. 4 of the
AGM Notice, for a period of 3 (three) years w.e.f. 14^th January, 2025. The Board recommends his re¬
appointment for your approval.

11. BOARD MEETING/GENERAL MEETING

During the year, 05 (Five) meetings of the Board of Directors were held on May 30^th, 2023; August
1^st, 2023; August 17^th, 2023; November 09^th, 2023 and March 30^th, 2024.

The Annual General Meeting of the Company was held on the September 25^th, 2023.

12. AUDIT COMMITTEE

a. Brief description and terms of reference:

The terms and composition of the Audit Committee formulated by the Board are as per the
guidelines set out in the Listing Regulations read with Section 177 of the Companies Act, 2013.
The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent
Directors & 1 Non-Executive Non-Independent Director.

The responsibilities and terms of reference of the Audit Committee inter-alia includes overseeing
the financial reporting process and the disclosure of its financial information to ensure financial
statement is correct, sufficient and credible; recommending appointment, remuneration and
terms of appointment of Auditors and approving payment for any other services rendered by the
Statutory Auditors; reviewing the Annual Financial Statements and Auditors'' Report before
submission to the Board; reviewing the Financial Statements before submission to the Board;
approval or any subsequent modification of transactions with related parties; evaluation of
internal financial controls and risk management systems; reviewing adequacy of internal audit
function; reviewing functioning of Whistle Blower Mechanism and such other responsibilities as
set out in Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C, Schedule II
of the Listing Regulations.

b. Composition. Name of Members and Chairperson:

Name of the Member	Category of Directorship	Designation
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member
Mrs. Sony Keishing	Non-Executive Independent Director	Member

During the period under review, 04 (Four) Meetings of the Audit Committee were held.

During the financial year 2023-2024, there were no instances of non-acceptance of any
recommendation of the Audit Committee by the Board of Directors.

13. NOMINATION AND REMUNERATION COMMITTEE

a. Brief description and terms of reference:

The Committee''s composition and terms of reference are as per the provisions of Section 178 of

the Companies Act, 2013 and Regulation 19 read with Part D, Schedule II of the Listing

Regulations.

The Nomination and Remuneration Committee as on the date of the report comprises of 3 Non¬
Executive Independent Directors.

Role of Nomination and Remuneration Committee inter-alia, include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board a policy, relating to the remuneration for the
directors, key managerial personnel and other employees;

2. Devising a policy on Board diversity;

3. Formulation of criteria for evaluation of performance of independent directors and the board
of directors;

4. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board of
directors their appointment and removal; and

5. Whether to extend or continue the term of appointment of the appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors.

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the
Companies Act, 2013 is available at the website of the Company: www.manasproperties.co.in Further,
criteria of making payments to non-executive directors, the details of remuneration paid to all the
Directors and the other disclosures required to be made under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been published below:

Remuneration of Directors

The remuneration of the Managing Director is recommended by the Remuneration Committee and
then approved by the Board of Directors and subsequently by the shareholders in general meeting
within the limits prescribed in Companies Act, 2013. The non-executive directors are not paid sitting
fees for Board meetings attended by them.

Performance evaluation criteria for Independent Directors:

Independent Directors have three key roles to play; those are:

a. Governance

b. Control

c. Guidance

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the
Nomination and Remuneration Committee has recommended the guidelines for the evaluation of
performance of Independent Directors. This largely includes:

• The qualification and experience of Independent Directors

• The groundwork the Independent Directors perform before attending the meetings to enable
them in giving valuable inputs during meetings.

• The exposure of Independent Directors in different areas of risks the entity faces and advices
from them to mitigate the same.

In line with the Corporate Governance guidelines, evaluation of all Board members is done on an
annual basis. This evaluation is done by the entire Board led by the Chairman with specific focus on
the performance and effective functioning of the Board, the Committees of the Board, the individual
directors and the same is reported to the Board. The evaluation process also considers the time spent
by each of the Board members, core competencies, personal characteristics, accomplishment of
specific responsibilities and expertise.

The entire Board of Directors (excluding the director being evaluated) held the performance
evaluation of Independent Directors and on the basis of performance evaluation, the Board decided to
continue the term of appointment of Independent Directors.

b. Composition. Name of Members and Chairperson:

Name of the Member	Category of Directorship	Designation
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member
Mrs. Sony Keishing	Non-Executive Independent Director	Member

During the period under review, 02 (Two) Meetings of the Nomination and Remuneration Committee
were held.

14. STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors of a company which consists of more than 1000 shareholders, debenture-
holders, deposit-holders and any other security holders at any time during a financial year shall
constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non¬
executive director and such other members as may be decided by the Board. Though, the total number
of shareholders is less than 1000 shareholder, however, in order to consider and resolve the
grievances of security holders of the company, the said committee is formed.

a. Brief description and terms of reference:

The Committee''s composition and terms of reference are as per the provisions of Section 178(5)

of the Companies Act, 2013 and Regulation 20 read with Part D, Schedule II of the Listing

Regulations. The Committee is entrusted with the following roles and responsibilities:

1. Resolving the grievances of the security holders of the Company including complaints related
to transfer/transmission of shares, non-receipt of Annual Report, non-receipt of declared
dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/Annual
Reports/ statutory notices by the shareholders of the Company.

b. Composition. Name of Members and Chairperson:

Name of the Member	Category of Directorship	Designation
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman
Mr. Dev Vijay Thakkar	Managing Director & Chief Executive Officer	Member
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member

During the period under review, 03 (Three) Meetings of the Stakeholders'' Relationship Committee
were held.

15. CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies
Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the
Company has spent towards CSR activities, details provided in attached Annexure 2 to Director''s
Report.

16. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Vigil
Mechanism/Whistle Blower Policy to provide appropriate avenues to the employees to bring to the
attention of the management any issues which is perceived to be in violation of or in conflict with
the fundamental business principals of the Company. The employees are free to report to the
management concerns about unethical behavior, actual or suspected fraud or violation of the codes
of conduct or any improper activity to the Audit Committee of the Company or Chairman of the
Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy
empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any
protected disclosure including matters concerning financials/ accounting, etc. received from the
employees under this policy. During the financial year 2023-24, the Company has not received any

complaint through Vigil Mechanism. The Whistle Blower Policy is available on the Company''s
website at www.manasproperties.co.in

17. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

Loan or guarantee given or security provided and Investment made by the Company as on F.Y. ended
March 31^st, 2024 are within the limits as prescribed under section 186 of the Act and the necessary
approval of the Members of the Company has been taken in the Extra General Meeting held on
December 21^st, 2020 up to the limit of Rs.200 Crores.

18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of
the Company has approved a policy on related party transactions. The policy on related party
transactions has been placed on the Company''s website at www.manasproperties.co.in

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also
before the Board of Directors for approval. The particulars of contracts or arrangements with
related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 is
provided in the prescribed form AOC-2 as Annexure 3 which forms part of this Report.

19. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.

20. ANNUAL EVALUATION BY THE BOARD

The Company has devised a Policy for performance evaluation of the Board of Directors, Committees
and other individual Directors (including Independent Directors) which includes criteria for
performance evaluation of the Non-executive Directors and Executive Directors. The evaluation
process inter alia considers attendance of Directors at Board of Directors and Committee meetings,
effective participation, domain knowledge, compliance with code of conduct, vision and strategy,
benchmarks established by global peers, etc.

The Board of Directors 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 Committee,
Nomination & Remuneration Committee, Corporate Social Responsibility Committee and
Stakeholders Relationship Committee.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by
Independent Directors. The reports on performance evaluation of the Individual Directors were
reviewed by the Nomination and Remuneration Committee and the Chairman of the Board held
discussions with each Board member and provided feedback to them on the evaluation.

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the real estate industry
scenario, the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable

them to take well informed decisions in a timely manner. The familiarization program also seeks to
update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.
The policy on Company''s familiarization program for Independent Directors is posted on Company''s
website at www.manasproperties.co.in

22. AUDITORS

a) Statutory Auditors

The Board of Directors of the Company at its meeting held on August 17^th, 2023 approved and
recommended to shareholders the re-appointment of M/s. R I JAIN & CO, Chartered
Accountants (FRN- 103956W) as the Statutory Auditors of the Company, subject to
shareholders'' approval. The members of the Company at its Annual General Meeting held on
September 25^th, 2023, approved re-appointment of M/s. R I JAIN & CO, Chartered Accountants
(FRN- 103956W) as the Statutory Auditors of the Company for next 5 Financial Years.

However, due to sudden demise of Dr, Rajendrakumar, sole proprietor of M/s. R I JAIN & CO,
Chartered Accountants there was a change in the Statutory Auditors of the Company with effect
from March 05 th, 2024.

To fill the casual vacancy, M/s. Ashok Shyam & Associates, Chartered Accountants (FRN-
011223W), were appointed as the Statutory Auditors of the Company for the financial year
2023-2024 to hold office till the ensuing Annual General Meeting.

b) Secretarial Auditor

The Company has appointed HSPN & Associates LLP, Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-2024 and
to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section
204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Secretarial Audit Report issued by HSPN & Associates, Company Secretaries in Form No.
MR. 3 for the FY 2023-24 is annexed herewith and forms part of this report as Annexure 4. The
said Report does not contain any qualification, reservation, disclaimer or observation requiring
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c) Internal Auditor

The Company has appointed M/s. Bhuta Shah, Chartered Accountants, as the Internal Auditors
of the Company to conduct Internal Audit for the financial year 2023-2024.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS
OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS

The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any
qualifications, reservations or adverse remarks or disclaimers made by the auditors and the
practicing company secretary in their reports.

24. ANNUAL RETURN

Pursuant to Section 92 of the Companies Act 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 the Annual Return of the Company as at March 31,
2024 is available at the Website of the Company www.manasproperties.co.in.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUT GO

Your Company is not covered by the schedule of industries which are required to furnish the
information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8) of the
Companies (Accounts) Rules, 2014.

The Company has not imported any technology or carried out any business of export or import and
therefore the disclosure requirement against technology absorption is not applicable. The details of
Foreign Exchange out go are as under:

Expenditure in Foreign Currency:

F.Y. 2022-2023: Rs. Nil
F.Y. 2023-2024: Rs. Nil

26. PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing particulars of employees as required pursuant to Section 197 of the
Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not applicable since none of the employees
are in receipt of remuneration in excess of the limits set out in the said rules.

The information required under section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/
employees of the Company is set out in the Annexure 1 to this report and is also available on the
website of the Company www.manasproperties.co.in

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration
Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of
the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force).

27. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Further
the Company has not defaulted in repayment of any deposits or payment of interest thereon since
the Company has not accepted any deposit covered under Chapter V of the Companies Act, 2013.

Disclosure under Rule 2 (c)(viii) of the Companies (Acceptance of Deposit) Rules, 2014:

The Company has repaid the loan which was accepted from the following persons who had
furnished to the Company, a declaration in writing, to the effect that the amount is not being given
out of funds acquired by him by borrowing or accepting loans or deposits from others:

SR.	NAME OF PERSON	NATURE OF RELATIONSHIP	AMOUNT
NO			REPAID
1.	Vijay Thakkar	Director	41,52,000

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year 2023-2024, as stipulated under
Regulation 34 read with Schedule “V” to the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section
forming part of the Annual Report.

29. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the Company for
the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the
Company for the said period.

30. REPORTING OF FRAUD BY AUDITORS:

During the year under review, neither the Statutory Auditors nor Internal Auditors or Secretarial
Auditors have not reported any instances of frauds committed in the Company by its Officers or
Employees to the Board or the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.

31. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable. No proceedings against the Company are initiated or
pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount
of the valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes and commitments affecting the financial position of the Company
occurred during the financial year 2023-2024.

33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S
OPERATIONS IN FUTURE

During the year under review, no significant material orders has been passed by the Regulators or
Courts or Tribunals which would impact the going status of the Company and its future operations.

34. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with all the applicable provisions of
the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

35. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees
(permanent, contractual, temporary, trainees) are covered under the said policy.

During the financial year under review, the Company has not received any complaints of sexual
harassment from any of the women employees of the Company.

34. ACKNOWLEDGEMENTS

The Board places on record its deep appreciation to all employees for their hard work, dedication,
unstinted efforts and commitment. The Board places on record its appreciation for the support and
cooperation the Company has been receiving from its customers, suppliers and Bankers. The Board
also take this opportunity to thank all Shareholders, Investors, Business Associates, Government and
Regulatory Authorities and Stock Exchange, for their continued support.

Your directors take this opportunity to express their sincere appreciation and gratitude for the
continued co-operation extended by shareholders, employees, customers, banks, suppliers and other
business associates.

On behalf of the Board of Directors
Sd/-

Dev Vijay Thakkar

Managing Director & Chief Executive Officer
DIN:07698270

Place: Mumbai
Date: 28^th August, 2024

Registered Office:

10^th Floor, Dev Plaza, Opp. Andheri Fire Station,

S.V. Road, Andheri (West), Mumbai- 400058.

CIN: L70100MH2004PLC149362

Website: www.manasproperties.co.in
Email Id: [email protected]

---

Mar 31, 2018

Dear Members,

The Directors of the Company are pleased to present the 14^th Annual Report of the Company together with the audited financial statements for the financial year ended 31^st March, 2018.

FINANCIAL HIGHLIGHTS AND THE STATE OF COMPANY’S AFFAIRS

The Company’s financial performance, for the year ended 31^st March, 2018 is summarized below:

Amt in (Rs.)

Particulars	F.Y. 2017-2018	F.Y. 2016-2017
Revenue from Operations	7,00,000/-	19,060,705/-
Other Income	55,76,566/-	1,389,944/-
Total Revenue	62,76,566/-	20,450,649/-
Less: Expenses	62,49,550/-	10,003,207/-
Profit before exceptional and extraordinary items and tax	27,016/-	10,447,442/-
Profit Before Tax	27,016/-	10,447,442/-
Less: Tax Expenses	-9779/-	4,336,560/-
Profit After Tax	36,795/-	6,110,882/-

During the year your Company has made lower profit Rs. 36,795/- (Rupees Thirty-Six Thousand Seven Hundred and Ninety-Five Only), as compare to last year, due to substantially reduce in the other income and increase in expenses pertaining to MCGM / BMC charges, Initial Public Offer or Listing of equity share of the Company on BSE Limited etc.

Your Directors are expecting to achieve better performance and taking efforts to control the cost and optimize the results in the coming year.

No material changes and commitments have occurred after the close of the financial year 2017-18 till the date of this Report, which affect the financial position of the Company.

SHARE CAPITAL

During the financial year 2017-2018, there is no change in the Share Capital of the Company.

DIVIDEND AND RESERVES

In order to conserve the resources for the ongoing projects of the Company, the Board of Directors do not recommend any dividend for the financial year ended 31^st March, 2018. The details of reserves and surplus are provided in note no.4 of the notes to the financial statement.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared since Inception of the Company, Hence the provisions of Section 125 of the Companies Act, 2013 do not apply.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the financial year 2017-18, as stipulated under Regulation 34 read with Schedule “V” to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

During the last year, the Company had completed the Initial Public Offer (IPO) and raised a total capital of Rs. 540.00 lakhs comprising a fresh issue of 150,000 Equity Shares of face value of Rs. 10/- each for cash at a premium of Rs. 350/- Per Share. The equity shares of the company were listed on BSE SME Platform effective from 30th March, 2017. The proceeds from IPO has been fully deployed for the purpose of the objects as stated in the prospectus dated 08th March, 2017.

Details of Utilization of IPO Proceeds are as follows:

(Rupees in Lakhs)

Particulars	Balance as at 31st March, 2017	Amount Utilized	Amount UnUtilized	Balance as at 31st March, 2018
Repayment of Loans *	0.88	53.55	(52.67)	-
Advance against Acquisition of Property	200.00	200.00
Expenditure for General Corporate Purpose	121.35	68.68	52.67
Total	322.23	322.23	-	-

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

(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 as at 31^st March, 2018 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

(e) the Directors 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) 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.

INTERNAL FINANCIAL CONTROLS

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

RISK MANAGEMENT POLICY

The Company has formulated and implemented a Risk Management Policy that outlines the framework and procedures to assess and mitigate the impact of risks. Under the guidance of the Board of Directors of the Company, Key Managerial Personnel and senior employees who are conversant with risk management systems and procedures have been entrusted with the risk management of the Company in accordance with the formulated policy. The Audit Committee has additional oversight in the area of financial risks and controls. All risks are systematically addressed through mitigating actions on a continuing basis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Madhuriben Thakurdas Thakkar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for reappointment. The Board of Directors of the Company commends her re-appointment.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. However during the year 2017-2018 Mr. Vijay Thakkar is disqualified Under Section 164(2) of the Act; But Company has not Vacated Vijay Thakkar from office of directorship due to Chief Promoter of the Company.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the Annexure 1 to this report and is also available on the website of the Company www.manasproperties.co.in.

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as stipulated in section 149 (7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

The Company has devised a Policy for performance evaluation of the Board of Directors, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process interalia considers attendance of Directors at Board of Directors and Committee meetings, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc.

The Board of Directors 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 Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by Independent Directors. The reports on performance evaluation of the Individual Directors were reviewed by the Nomination and Remuneration Committee and the Chairman of the Board held discussions with each Board member and provided feedback to them on the evaluation .

BOARD MEETING

During the year 07(Seven) meetings of the Board of Directors were held.

AUDIT COMMITTEE

During the period under review, 05 (Five) Meeting were held.

As on 31^st March, 2018, the Audit Committee comprises as follows;

Mr. Anil Dhar - Chairman

Miss. Daisy Maring Sairel Maku - Member

Mr. Dev Thakordas Thakkar - Member

During the financial year 2017-18, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

As on 31^st March, 2018, the Nomination and Remuneration Committee comprises as follows;

Mr. Anil Dhar - Chairman

Miss. Daisy Maring Sairel Maku - Member

Mrs. Tanam Vijay Thakkar - Member

The Board has, on the recommendation of the Nomination & Remuneration Committee formulated Nomination and Remuneration Policy for determining the criteria for determining qualifications, positive attributes and independence of a director and also criteria for determining the remuneration of directors, key managerial personnel and other employees. The policy is available on the Company’s website at the link www.manasproperties.co.in

CORPORATE SOCIAL RESPONSIBILITY

During the period under review, 2 (Two) Meeting were held.

As on 31^st March, 2018, the Corporate Social Responsibility (CSR) Committee comprises as follows;

Mr. Anil Dhar- Chairman

Mrs. Tanam Vijay Thakkar - Member

Mr. Dev Vijay Thakkar - Member

CSR activities of the Company are guided by its CSR Policy, which is framed and approved by the Board of Directors of the Company.

The company do not required to spend CSR activity during the period 2017 -2018 as per Section 135 of the Companies Act 2013, due to low profit, net worth and turnover in financial year 2016-2017.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177 of the Companies Act, 2013, the Company has adopted the Vigil Mechanism / Whistle Blower Policy to provide appropriate avenues to the employees to bring to the attention of the management any issues which is perceived to be in violation of or in conflict with the fundamental business principals of the Company. The employees are free to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or any improper activity to the Audit Committee of the Company or Chairman of the Company.

The Whistle Blower Policy has been appropriately communicated within the Company. The policy empowers the Chairman of the Audit Committee/Chairman of the Company to investigate any protected disclosure including matters concerning financials/ accounting, etc. received from the employees under this policy. During the financial year 2017-18, the Company has not received any complaint through Vigil Mechanism. The Whistle Blower Policy is available on the Company’s website at the link www.manasproperties.co.in

DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year and under review the Company has not received any complaints on sexual harassment.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loan or guarantee given or security provided and Investment made by the Company as on F. Y. Ended 31^st March, 2018 are within the limit as prescribed under section 186 of the Act and the necessary approval of the members of the company has been taken in the Extra General Meeting held on 24^th December, 2016 upto the limit of Rs.100 Crores.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company’s website at the link www.manasproperties.co.in

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board of Directors for approval. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 is provided in the prescribed form AOC-2 as Annexure - 2 which forms part of this Report.

AUDITORS

Statutory Auditors

M/s. JMR & Associates, Chartered Accountants, Mumbai, (Firm Registration No. 106912W), Mumbai, Were appointed as Statutory Auditor of the Company for a period of 5 years, in the last AGM held on 15^th September,2017.As per Companies (Amendment) Act ,2017 notified on 7^th May, 2018 the provisions regarding to the ratification of Auditor in every AGM has been done away.

Secretarial Auditor

The Board has appointed M/s. H S Associates, Practicing Company Secretaries, Mumbai, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report is annexed as Annexure -3, with this Report. The Secretarial Audit Report contain qualification, reservation, adverse remark or disclaimer.

Auditor observation:

1. Mr. Vijay Thakkar is disqualified Under Section 164(2) as per Companies Act, 2013. Director Comments:

1. Mr. Vijay Thakkar is disqualified Under Section 164(2) due to non-filing of one Body Corporate on list published dated 07^th September,2017 by Registrar of Companies ,Mumbai. Further Directors of that body corporate had initiated the process of revival.

AUDITORS’ REPORT

The report of the Auditor’s on the accounts of the Company does not contain any observations / remarks or qualifications and the same does not calls for any clarifications or explanations to be given in the Directors’ Report.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2018 is annexed as Annexure - 4.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is not covered by the schedule of industries which are required to furnish the information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule (8) of the Companies (Accounts) Rules, 2014.

The Company has not imported any technology or carried out any business of export or import and therefore the disclosure requirement against technology absorption are not applicable. The details of Foreign Exchange outgo are as under:

Expenditure in Foreign Currency:

F.Y. 2016-2017 Rs. Nil

F.Y. 2017-2018 Rs. Nil

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required pursuant to Section 197 of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable since none of the employees are in receipt of remuneration in excess of the limits set out in the said rules.

OTHER DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 2017-18: -

- Deposits covered under Chapter V of the Companies Act, 2013.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

- The Company does not have any Employees’ Stock Option Scheme.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

ACKNOWLEDGEM ENTS

The Board of Directors of the Company expresses its sincere appreciation for the continuous assistance and co-operation received from the Banks, Government Authorities, Customers and Shareholders. The Directors also wish to place on record their appreciation for the committed services by the Company’s employees.

On behalf of the Board of Directors

SD/-

Dev Vijay Thakkar

Chairman Cum Managing Director

DIN: 07698270

Place: Mumbai

Date: 13^th August, 2018

Registered Office;

10^th Floor, Dev Plaza, Opp. Andheri Fire Station,

S.V. Road, Andheri (West), Mumbai- 400058.

CIN: U70100MH2004PLC149362

Website: www.manasproperties.co.in

Email Id: [email protected]