Manas Properties Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of the Company are pleased in presenting the 21^st Annual Report along with the Audited
Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Company''s performance during the year ended 31st March, 2025 as compared to the previous
financial year, is summarized below:

Particulars	F.Y. 2024-2025	F.Y. 2023-2024
Revenue from Operations	NIL	NIL
Other Income	3,600.00	3,350.00
Total Revenue	372.63	205.90
Less: Expenses	573.84	566.34
Profit before exceptional and extraordinary items and tax	3,434.79	2,989.56
Profit Before Tax	3,434.79	2,989.56
Less: Tax Expenses	584.08	493.63
Profit After Tax	2,761.74	2,412.39

2. STATEMENT OF COMPANY’S AFFAIRS

During the year under review,

a) the turnover of the Company in the financial year ended as on March 31, 2025 is 3,972.63/- (INR
in Lakhs) as against 3,555.90/- (INR in Lakhs) the previous year ended as on March 31, 2024;

b) the profit of the Company in the financial year ended as on March 31, 2025 is 2761.74/- (INR in
Lakhs) as against profit of 2412.39/- (INR in Lakhs) in the previous year ended as on March 31,
2024.

Company is in the process of optimising production on all the existing machines by manufacturing
optimal product mix. Using better quality yarns and doing product innovation by using different finishes,
which will enhance the overall quality and help to improve our margins.

3. THE CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company, during the year under review.

4. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead
have recommended retaining the entire profits, if any for the financial year ended 31^st March, 2025 in the
profit and loss account.

5. DIVIDEND

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, 2025.

6. 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.

7. DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations'') requires the top 1000 listed entities, based on
market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend
Distribution Policy and disclose the same in the Annual Report and on the website of the Company.
However, Your Company is out of purview of top 1000 listed entities based on market capitalization
calculated as on March 31^st, 2025, therefore the Company is not required to form a dividend distribution
policy.

8. SHARE CAPITAL

There has been no change in the share capital of the Company during the financial year under review.

The authorized share capital of the Company as on March 31, 2025 is Rs.5,00,00,000/- (Rupees Five Crore
Only) divided into 50,00,000 (Five Lakhs) Equity Shares of INR.10/- (Rupees Ten Only) each.

The paid-up equity share capital of the Company as on March 31, 2025 is Rs.4,16,00,000/- (Rupees Four
Crores Sixteen Lacs only) divided into 41,60,000 (Forty One Lakhs Sixty Thousand) Equity Shares of
Rs.10/- (Rupees Ten Only) each.

9. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

All the equity shares issued by the Company carry similar voting rights and the Company has not issued
any equity shares with differential voting rights during the financial year under review.

10. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not granted any employee stock options (ESOPs) during the financial year under
review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014 is not required.

11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company, under the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital
and Debentures) Rules, 2014, has not issued any sweat equity shares during the financial year under
review and hence the disclosure requirements in this connection will not apply to the Company.

12. BUY-BACK

The Company has not bought back its shares during the financial period under review.

13. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended,
the Annual Return of the Company e-Form MGT-7 for the Financial Year 2024-25 is uploaded on the
website of the Company at https://manasproperties.co.in/.

14. NUMBER OF BOARD MEETINGS

The Members of the Board had met Six (6) times during the financial year under review. The dates of the
Board Meeting are as follows:

Sr. No.	Dates of Board Meeting
1.	15-05-2024
2.	29-05-2024
3.	28-08-2024
4.	14-11-2024
5.	22-11-2024
6.	19-02-2025

The Annual General Meeting of the Company was held on the September 27^th, 2024.

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 19^th February, 2025 to review the working of the
Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and
Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of
the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The
same was compiled by Independent authority and informed to the members.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirm that:

i) in the preparation of the annual accounts, the applicable accounting standard have been followed
along with proper explanation relating to material departures;

ii) 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;

iii) the Directors have taken proper and sufficient care for the maintenances of adequate accounting
records in accordance with the provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating.

17. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under
section 143(12) of the Act, details of which needs to be mentioned in this Report.

18. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant
SEBI Listing Regulations.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of
any circumstances or situation which exist or may be reasonably anticipated that could impair or impact
their ability to discharge their duties. Based on the declarations received from the independent directors,
the Board has confirmed that they meet the criteria of independence as mentioned under regulation
16(1)(b) of the Listing Regulations and that they are independent of the management.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess
relevant expertise and experience.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vijay Thakordas Thakkar (DIN: 00189355), who retires by rotation and being eligible, offers himself
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. However, the tenure of Ms. Sony Ngatangmi Keishing (DIN: 07518878), Non-Executive
Independent Director, expired on 27^th February, 2025. The Board of Directors, on the recommendation of
the Nomination and Remuneration Committee, has approved the proposal to re-appoint Ms. Sony
Ngatangmi Keishing as an Independent Director of the Company for a second term of 5 (five) consecutive
years, commencing from 28^th February, 2025 to 27^th February, 2030, not liable to retire by rotation. A
declaration has been received from Ms. Keishing confirming that she meets the criteria of independence
as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Her re-appointment is proposed
by way of a Special Resolution, as set out at Item No. 3 of the AGM Notice. The Board recommends her re¬
appointment as an Independent Director for shareholders'' approval.

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

(a) Mr. Jaswant Kumawat (Membership No.: 60848) tendered his resignation from the position of
Company Secretary and Compliance Officer of the Company with effect from closure of working
hours of January 31, 2025.

(b) Mr. Kumar Naveen (Membership No.: 71701) was appointed as the Company Secretary & Compliance
Officer of the Company with effect from April 11, 2025.

(c) Mr. Dev Thakkar (DIN: 07698270) was re-appointed as Managing Director of the Company at the
Annual General Meeting of the Company held on 27^th September, 2024 w.e.f. 14^th January, 2025 for
the period of 3 (three) years.

20. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT. 2013 AND RULES
MADE THEREUNDER:

During the year under review, the Company does not have any Holding or Subsidiary Company. Therefore,
No Managing Director or Whole time Director has received any Remuneration or commission and the
provisions is not applicable.

21. AUDITORS

a) Internal Auditors

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Bhuta Shah, Chartered
Accountants, as Internal Auditors for the Financial year 2024-2025 to conduct the internal audit and to
ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other
compliance through, periodical checks and internal audit.

b) Statutory Auditors

The Company at its 20^th Annual General Meeting held on 27^th September, 2024 appointed M/s. Ashok
Shyam & Associates, Chartered Accountants (FRN- 011223W), as Statutory Auditors of the Company for
a period of Five consecutive years and who shall hold such office from the conclusion of 20^th Annual
General Meeting till the conclusion of 25^th Annual General Meeting at such remuneration as may be
mutually decided by the auditors and the Board of Directors thereof. Further, they have confirmed that
they are not disqualified as auditors of the Company under the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the rules or regulations made thereunder.

c) Secretarial Auditors

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS Associates),
Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit
for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under
rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct
Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to
approval of the Members at the ensuing AGM.

The secretarial Audit report (MR-3) of M/s. HSPN & Associates LLP for the period 2024-2025 is annexed
herewith as Annexure-4.

d) Cost Auditor and Cost Audit

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 financial 2024-25.
Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Furthermore, The Company was not required to appoint Cost Auditor under the provisions of section 148
of the Companies Act, 2013 as the same was not applicable to the Company during the financial year under
review.

22. COMMENTS OF THE BOARD ON AUDITORS’ REPORT

During the reporting period, the Statutory Auditors and the Secretarial Auditors have no observations or
qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect
of financial statements and by the Secretarial Auditors in respect of Secretarial Audit as on and for the
year ended 31^st March, 2025 respectively.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain
Secretarial Audit Report from a Practicing Company Secretary. M/s. HSPN & Associates LLP were
appointed to conduct Secretarial Audit and issue Report for the financial year 2024-25.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP in Form MR-3 for the financial year 2024¬
25 forms part of this report. The Secretarial Audit Report is annexed herewith as Annexure - 4.

23. PARTICULARS OF LOANS, GUARANTEES, SECURITY GIVEN AND INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT. 2013

Loan or guarantee given or security provided and Investment made by the Company as on F.Y. ended
March 31^st, 2025 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.

Details of Loans granted, Guarantees given or Investments made during the year under review, covered
under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial
Statements in note no. 10, 11 & 22.

24. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint venture and associate companies as on 31^st March,
2025, therefore report on the highlights of performance of subsidiaries, joint venture and associate
companies is not provided in this report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE 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.

26. 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 were no material changes and commitments affecting the financial position of the Company
between the end of the financial year of the Company to which the financial statements relate and the
date of the report.

27. CASH FLOW AND STANDALONE FINANCIAL STATEMENTS

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

28. CONSERVATION OF ENERGY. TECHNOLOGY & FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the
Companies (Accounts) Rules, 2014 forming part of Directors'' Report for the year ended March 31, 2025
is as under:

(A) Conservation of energy:

(i)	The steps taken or impact on conservation of energy	The Company''s operations involve low energy consumption. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.
(ii)	The steps taken by the Company for utilising alternate sources of energy	During the year under review, there were no alternate sources of energy utilized by the Company, however as and when any such opportunities arise, the Directors shall take necessary steps to utilize such alternate sources of energy.
(iii)	The capital investment on energy conservation equipment	The Company has not incurred any capital investment on energy conservation equipment during the year under review.

(B) Technology absorption:

(i)	The efforts made towards technology absorption	Considering the nature of business activities carried out by the Company during the year under review, technology has played a vital role. The Directors have taken necessary steps to ensure that wherever the Company can adopt and upgrade the technology and digitize processes, the same has been done to achieve business growth.
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution:	Considering the nature of the business carried out by the Company, use of technology and digitization has enhanced the efficiency of the Company''s business.
(iii)	Details of imported technology:
(a)	The details of technology imported	No technology has been imported by the Company during the financial year.
(b)	The year on import	Not Applicable
(c)	Whether the technology been fully absorbed	Not Applicable
(d)	If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	Not Applicable
(iv)	The expenditure incurred on research and development	The Company has not incurred any expenditure on research and development, during the year under review.

(C) Foreign exchange earnings and out-go are set out below:

Particulars	Financial year ended	Financial year ended
	on March 31, 2025 (in	on March 31, 2024 (in
	INR (in Lakhs)	INR (in Lakhs)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

29. STATEMENT INDICATING/CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to
ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed
and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. Significant audit observations and follow up actions thereon are
reported to the Audit Committee and the risk management policy is available on the website of the
company: https://manasproperties.co.in/.

30. STATEMENT ON 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.

31. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS HAS BEEN MADE

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried
out through a structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of
individual Directors including the Board Chairman who were evaluated on parameters such as
attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority
shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman
and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the
Board and its Committees with the Company.

32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the 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
https://manasproperties.co.in/.

33. PARTICULARS OF EMPLOYEES

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
as Annexure-1.

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).

34. A STATEMENT SHOWING NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN DURING THE SAID FINANCIAL YEAR

There have been no employees who is drawing the remuneration as specified in Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore the required details
are not provided in this report.

35. DEPOSITS

Your Company did not accept any deposits from the public during the year. There are no deposits which
have not been claimed by depositors or paid by the Company after the date on which the deposit became
due for repayment or renewal, as the case may be, according to the contract with the depositors & there
are no total amounts due to the depositors & remaining unclaimed or unpaid.

36. 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

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact
the going concern status of the Company and the Company''s operations in future.

37. INTERNAL FINANCIAL CONTROLS

The Company''s internal controls system has been established on values of integrity and operational
excellence and it supports the vision of the Company “To be the most sustainable and competitive
Company in our industry”. 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 as well as Internal Auditors and their significant audit observations and follow up actions
thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms
and conditions of the transactions.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013

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.

The details as required under the law for the compliant is provided below:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

39. INSOLVENCY AND BANKRUPTCY CODE

During the year, there was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding
pending at the end of financial year is not applicable.

40. DISCLOSURE UNDER RULE 8f5)fXIn OF THE COMPANIES (ACCOUNTS) RULES. 2014

During the year, there were no instances where your Company required the valuation for one-time
settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose
the details of difference between amount of valuation done at the time of onetime settlement and
valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof
is also not applicable.

41. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT. 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures
maternity benefits to women employees as per applicable law. During the financial year ended March 31,
2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein
maternity benefits were availed by any woman employee of the Company as the Company does not have
any female Employee.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all
employees, in line with applicable laws and best practices.

42. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT

There has been no voluntarily revision in the financial statements and board''s report for the previous
financial years.

43. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, There are currently three Committees of
the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

For details (composition, number of meeting, attendance, etc.) of Audit Committee, Nomination and
Remuneration Committee and Stakeholders'' Relationship Committee are as under -

(I) 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	Attendance
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman	04/04
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member	04/04
Mrs. Sony Keishing	Non-Executive Independent Director	Member	04/04

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

During the financial year 2024-2025, there were no instances of non-acceptance of any
recommendation of the Audit Committee by the Board of Directors.

(II) 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 & Remuneration Committee of Directors have approved a stat for Selection, Appointment
and Remuneration of Directors which inter-alia requires that composition and remuneration is
reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management
employees and the Directors appointed shall be of high integrity with relevant expertise and experience
so as to have diverse Board and the Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director.

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	Attendance
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman	02/02
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member	02/02
Mrs. Sony Keishing	Non-Executive Independent Director	Member	02/02

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

flin 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	Attendance
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman	02/02
Mr. Dev Vijay Thakkar	Managing Director & Chief Executive Officer	Member	02/02
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member	02/02

During the period under review, 02 (Two) Meetings of the Stakeholders'' Relationship Committee were
held.

44. WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014,
framed “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism
which ensures adequate safeguards to employees and Directors from any victimization on raising of
concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any
financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman
of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at https://manasproperties.co.in/.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

45. REGISTRAR AND SHARE TRANSFER AGENT

M/s Bigshare Services Pvt. Ltd, Office No S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura center,
Mahakali Caves Road, Andheri (East), Mumbai- 400093, Maharashtra, is the Registrar and Share Transfer
Agent of the Company for the physical and Demat shares. The members are requested to contact directly
for any requirements.

46. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015, is given separately and forms part of this report.

47. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the provisions relating to Corporate Governance as specified in Regulations 17 to 27 and Schedule
V are not applicable to companies listed on the SME Exchange. Hence, a detailed report on Corporate
Governance does not form part of this Annual Report.

However, the Company is committed to maintaining good governance practices by ensuring compliance
with all applicable provisions of the Companies Act, 2013, and other statutory requirements. The Board
of Directors continues to provide strategic guidance, timely review of performance, and ensures
accountability and transparency in its functioning.

The Company has in place:

• A duly constituted Board with an optimum combination of Executive, Non-Executive and Independent
Directors;

• Board Committees including Audit Committee, Nomination & Remuneration Committee, and
Stakeholders'' Relationship Committee, in line with applicable provisions of the Companies Act, 2013;

• Internal controls and risk management systems commensurate with the size and nature of its
business;

• Policies on Whistle Blower Mechanism, Related Party Transactions, Nomination & Remuneration, and
Code of Conduct for Directors and Senior Management and is available at the website of the Company:
www.manasproperties.co.in.

The Company strives to voluntarily adhere to principles of Corporate Governance to ensure fairness,
accountability, and transparency in all its dealings and to enhance stakeholder value.

48. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organizational vision is founded on the principles
of good governance and delivering leading-edge products backed with dependable after sales services.

49. DETAILS OF SECURITIES SUSPENDED FROM TRADING

The equity shares of the Company are listed on BSE-SME segment and are not suspended from trading.
The Company has paid the annual listing fees for the financial year 2025-2026.

50. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s
objectives, expectations or forecasts may be forward looking within the meaning of applicable securities
laws and regulations. Actual results may differ materially from those expressed in the statement.
Important factors that could influence the Company''s operation include global and domestic demand and
supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and outside the country and
various other factors.

51. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1)
and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the
Central Government.

52. 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 requirement to disclose the details of difference
between amount of valuation done at the time of onetime settlement and valuation done while taking loan
from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

The Company is not required to and has not obtained credit rating from any agencies during the financial
year.

53. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company''s Members, Customers, Vendors and all other
Stakeholders for their continued support throughout the financial year. The Directors also thank the Stock
Exchange, Banks, Ministry of Corporate Affairs, State Governments, Government of India and all other
Government agencies and Regulatory Authorities for the support extended by them and also look forward
to their continued support in future.

Your Directors would also like to place on record their sincere thanks & appreciation for their
contribution, consistent hard work, dedication and commitment of our employees at all levels for their
contribution to the success achieved by the Company.

On behalf of the Board of Directors
Sd/-

Dev Vijay Thakkar

Managing Director & Chief Executive Officer
DIN:07698270

Place: Mumbai
Date: 30^th August, 2025

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, 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]