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Directors Report of Manvijay Development Company Ltd.

Mar 31, 2015

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

(Rupees in Lacs)

Particulars

2014-2015

2013-2014

Sales

113.23

505.91

Other Income

0.43

0.75

Total Income

113.66

506.66

Total Expenses

113.26

459.54

Profit/(Loss)

0.40

47.12

(-) Exceptional Items

-

-

Profit/(Loss)Before Tax

0.40

47.12

Tax

-

-

(-) Current Tax

(0.18)

14.60

( ) Deferred Tax

(0.32)

0.04

Net Profit After Tax

0.91

32.56

(-) Extraordinary Items

-

-

Net Profit

0.91

32.56

The Company has deployed its funds in the real estate sector, which has declined during the year review & sales are booked only after units are sold. This has resulted in sharp decline of sales & at the same time profit has also declined to Rs. 0.91 lacs against previous year profit of Rs. 32.56 lacs.

Future Outlook

The turnover during the year has declined on account of change in Government at Centre & in the State of Maharashtra, regulatory issues, slowdown in real estate sector. The Company has invested substantially in real estate projects, the profitability of which will be reflected in the Coming year.

Dividend

The Board of Directors does not recommend any Dividend for the year under review

Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiaries, joint venture & associates Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public within the purview of

Section 73 of the Companies Act, 2013, during the year under review.

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve account.

Other Corporate Information

The Company has shifted its registered office of the Company from the State of West Bengal to Maharashtra on 31st March, 2015, after receipt of all statutory approval. The securities of the Company were admitted on BSE Limited on 27th February, 2015 under Direct Listing Norms of BSE Limited and thus shareholders have easy exit/entry facility.

The Company''s shareholders in the Extra-Ordinary General Meeting held on 25th June, 2015 has approved the issue of Bonus Shares in the ratio of 1 (One) new equity share of Rs. 10/- each for every 1 (One) equity share of Rs. 10/- each held by the shareholders of the Company on 9th July, 2015 (record date). Post Bonus Issue, the paid-up Capital of the Company is 64,80,000 equity shares of Rs. 10/- each. These Bonus shares are listed and traded on BSE Limited & Calcutta Stock Exchange Limited.

Particulars of Contract Or Arrangement With Related Party

During the year under review, Company has entered into Related Party which requires disclosure under Section 134 (3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on transaction with related party is disclosed in annexure - 6 at board report. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment and Guarantees by the Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Consolidated Financial Statement

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Disclosures under Section 134(3) (I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Directors

The Board of Directors with deep regret noted the sad demise of Mrs. Hemlata M Pradhan on 27th March, 2015. In her death, the Board of Directors has lost a visionary, able leader and philanthropist.

Ms. Sangeeta S Karnik & Mr. Prabhakar Patil were appointed as Director on 2nd May, 2015 as Additional Director of the Company. Mr. Kantilal L Rathod & Mr. Prabhakar Patil resigned as Directors of the Company on 10th July, 2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures of Ms. Sangeeta S Karnik for the office of the Directors have been received. The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company. Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non ? Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors'' (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Number of Meeting of Board of Directors

The Board of Directors have met 7 times and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Key Managerial Personnel

Ms. Shweta Shah, Company Secretary of the Company has resigned from the Company on 10th April, 2015. The Board of Directors of the Company places on record her valuable contribution given to the Company during her tenure. At the Board Meeting held on 27th August, 2015, Mr. Satish V. Chavan was appointed as Company Secretary of Company and designated as "Key Managerial Personnel" of the Company pursuant to Section 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion of 37th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Auditors Report

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Directors Responsibility Statement

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

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards 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 the year ended 31st March, 2015.

iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. That 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.

Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Details of Committee of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it. Risk Management

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms a part of this Report is annexed hereto.

Managing Director''s Certificate

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197

(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary M/s. S. K. Pandey is annexed herewith and forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure ? 7)

Corporate social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Significant and material orders passed by the regulators or courts

During the year under review, Company had passed Special resolution with respect to the place of the Registered Office by changing it from the state of West Bengal to the Maharashtra and such alteration having been confirmed by an order of Regional Director, Eastern Region, Kolkata bearing the date 31/03/2015.Then after aforesaid order has been registered in the Registrar of Companies, Mumbai, Maharashtra and obtained Certification of Registration of Regional Director order for Change of State.

Except this there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation [Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013Dintroduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance.

We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board

For Manvijay Development Company Limited

Sd/- Sd/-

Nitin Pradhan Pradeep V Gupte

Managing Director Director

DIN: 01595576 DIN: 06877040

Place: Mumbai

Date: 27th August, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

The financial performance of your Company for the year ended March 31, 2014 is summarized

below: (Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 505.91 2.50

Other Income 0.75 2.01

Total Income 506.66 4.51

Total Expenses 459.54 0.44

Profit/(Loss) 47.12 4.07

(-) Exceptional Items - 0.30

Profit/(Loss)Before Tax 47.12 3.77

Tax - -

(-) Current Tax 14.60 1.30

( ) Deferred Tax 0.04 -

Net Profit After Tax 32.56 2.47

(-) Extraordinary Items - 0.36

Net Profit 32.56 2.11

The Company under new management has aggressively started the activities by venturing into trading into real estate activities. The Company has increased the volumes & at the same time ensured that cost effectiveness results into higher profit of Rs. 32.56 lacs against previous year profit of Rs. 2.11 lacs.

Future Outlook:

Your Company is currently focusing its resources in the business segments of infrastructural activities, financing of infrastructure projects, trading into real estate activities & providing operational support for infrastructure activities. The present management has solid presence in and around Mumbai region with an expertise of more than two decades experience. The Company is hopeful that in the coming years it will grow in leaps & bounds, as last year present management took over the Company in the second quarter of the financial year.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review

Subsidiary Companies:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

Change in the Capital Structure of the Company:

There have been changes in the Capital Structure of the Company after 31st March, 2014. The Authorized Share Capital has increased from Rs. 24,00,000/- divided into 2,40,000 equity shares of Rs.10/- each to Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares of Rs. 10/- each. Further the Paid- Up Share Capital of the Company has increased from Rs. 24,00,000 divided into 2,40,000 equity shares of Rs. 10/- each to Rs. 3,24,00,000 divided into 32,40,000 Equity Shares of Rs. 10/- each. The Company has issued 30, 00,000 equity shares of Rs. 10/- each at a premium of Rs. 10/- per share on Preferential basis to Promoters & Non-Promoters. Apart from the changes in Capital Structure of the Company, there are no material changes & commitments, 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.

Other Corporate Information:

The Company has signed the Tripartite Agreement with CDSL/NSDL (both depositories) & it''s Share Transfer Agents. The equity shares of the Company were admitted by CDSL on 6th January, 2014 & by NSDL by 1st April, 2014. As on 31st March, 2014, all the promoters'' shareholding, i.e. 68.50% of the paid-up Capital of the Company was in dematerialized form. The Board of Directors in its meeting held on 18th July, 2014, has decided to shift the registered office of the Company from the State of West Bengal to Maharashtra, subject to approval of shareholders & concerned authorities. The Company has made application to BSE Limited for listing its securities under Direct Listing Norms of BSE Limited.

Directors:

Mr. Kamal Khaitan, director of the company resigned during the year on account of change in management of the Company. Mr. Iqbal Dholakia, director of the Company also resigned during the year on account of his other business activities. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

During the year under review, Mr. Pradeep Vasant Gupte and Mr. Kantilal L Rathod were appointed as Non-Executive Independent Directors of the Company & Additional Director liable to retire at the ensuing Annual General Meeting.

Independent Director:

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors:

The Statutory Auditors, M/s. Dharmesh M Kansara & Associates, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, are eligible to hold the office for a period of five years up to 2019. The members are therefore requested to appoint M/s. M/s. Dharmesh M Kansara & Associates, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of annual general meeting to be scheduled in 2019 (subject to ratification at every Annual General Meeting) and to fix their remuneration for the year 2014-15.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Directors Responsibility Statement:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no loans, guarantees or investments under section 186.

vi. That the development & implementation of a risk management policy for the company including identification therein of element of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

vii. Except for increase in paid-up capital from Rs. 24.00 lacs to Rs. 324.00 lacs, there are no material changes & 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 & the date of the report.

viii. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report (though the Corporate Governance is not applicable to the Company as the Paid-up Capital of the Company as on 31st March, 2014 was less than Rs. 3.00 Crore).

Managing Director''s Certificate:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Manvijay Development Company Limited

Sd/-

Place: Kolkata. Nitin Pradhan Date: 26th August, 2014 Managing Director DIN: 01595576


Mar 31, 2013

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2013 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Sales 4.51 5.69

Expenses 0.44 2.88

Operating Profit 4,07 2.81

Less: Exceptional items 0.30 -

Profit/ (Loss)Before Depreciation & Tax 3.77 2.81

Less: Extraordinary items 0.36 -

Profit/(Loss)before Tax 3.41 12.81

Less: Tax 1.30 0.53

Profit after tax 2.11 2.27

YEAR IN RETROSPECT

During the year, there has been change of management through SEBI (Substantial Acquisition of shares and takeovers) Regulations, 2011. The Company has not been able to generate revenue as process of change of management took during the year for more than six months, and new management led by Mr. Nitin Manohar Pradhan took control in mid January, 2013. The new management has vast experience in real estate and constructions of residential/commercial/industrial in and around Mumbai During the open offer process there was no activities/business, hence in the said financial year income & profit has declined marginally.

The Company under new management has aggrivesly exploring various realty related deals in the coming year and for that it proposed to raise capital for it.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has undertaken "Green initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held with the Company.

PUB JC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act 1956. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, having Membership No 120856 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

The Company has obtained a certificate as per section 224(1B) of the Companies Act, 1956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Nitin Manohar Pradhan and Mrs. Hemlata Manohar Pradhan were appointed as Additional Director of the Company i.e. 14th January, 2013, pursuant to completion of open offer by them, resulting in change of management of the Company. They hold office up to the date of ensuing Annual General Meeting. Notice has been received in writing from members proposing their appointment as the Directors of the Company.

CHANGE OF MANAGEMENT

Pradman Property Consortium of India Private Limited & Preses Constructions Solutions Private Limited, Mumbai based Company fully controlled by Mr. Nitin Manohar Pradhan & Mrs. Hemlata Manohar Pradhan have acquired 68.50% shareholding of the Company by making an open offer under SEBI(Substantial acquisition of shares and takeovers) Regulations, 2011, thereby resulting in change of management of the Company.

Mr. Nitin Manohar Pradhan and Mrs. Hemlata Manohar Pradhan were appointed as Additional Directors of the Company i.e. 14th January, 2013. Mr. Vijay Dalmia & Mr. Girdhar Dalmia, Directors of the Company (erstwhile management of the Company) resigned i.e. 21st January, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act,1956, in relation to the Annual Financial Statements for the Financial year 2012-2013, your Directors confirm the following:

a in the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation relating to material departures.

b That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

d That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Comp (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENtS:

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients, employees, vendors, bankers investors media financial institutions, and both the Central and State Governments and their agencies and look forward their continued support.

By Order of the Board For Manvijay Development Company Ltd

Nitin Manohar Pradhan (Director)

Date: 30th April, 2013


Mar 31, 2012

Dear Members,

Your Directors are pleased to present their Annual report on the business end operations of the Company together with the Audited Statement for the year ended 31 March, 2012.

FINANCIAl RESULTS

The financial performance of your company for the year ended 31 March, 2013 ' v pany fo! ,r,e year ended March 31. 2013 is summarized is summarized below:

Particulars (Rupess in Lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Sales 5.69 0.01

expenses 2.88 1.12

Operating Profit 2.81 ( 1.11)

Less: Exceptional items

Profit/ (Loss)Before Depreciation & Tax 2.81 ( 1.11)

Less: Extraordinary items - -

Profit/ (Loss)before Tax 2.81 ( 1.11)

Less: tax 0.53 -

Profit Tax 2.27 (1.11)

YEAR IN RETROSPECT

During the year, there has not been much of business activities resulted in wipping out the loss of the Company.

Dividend

the board of directors does not recommend any dividend for the year under review.

GREEN INITIATIVE IN CORPORATE Governance

The Ministry of Corporate Affairs has undertaken Companies to share documents with its shareholdersrouah GOVemance and allOwed requested to support their green initiative by registerina/undatiL thE * eCtr0n,c mode Members are shares held with the Company.

PUBLIC DEPOSITS

Duung the year your Company has not accepted any Deposits under Section 58A and Section 5SAA of the companies Act, 1956, read With Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The company does not have any subsidary company within the meaning of section 4 of the Companies Act 1956. thus the company not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary, Company within the meaning of section 4 of the Companies Act 1956.thus provisions in respect of submission of consolidated financial results am not appiicaoiti to the Company.

AUDITORS AND COMMENTS ON AUDITORS RFPOPT

The statutory auditors M/s R P Dalmia & Co., Chartered Accountants, Kolkata, having Membership No 008074 holds office unit the conclusion of the ensuing Annual General Meeting and is eligible for reappoinitment.

The Company has obtained a certificate as per section 224(18) of the Companies Act. 1956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Kamal Khaitan was appointed as additional Directos of the company ie.1st Febuary 2012. He hold office up to the date of ensumg Annual General Meeting. Notice has been received in writing from memmbers propsoing their appointment as the directors of the company. Mr. Manish Dalmia has reSigned as the directos of the company from 1st february,2012 & Board appreciates the valuable contribution made to the company.

DIRECTORS RESPONSIBILTY STATEMEENT

Pursuant to the provisions of section 217 (2AA )of the companies Act,1956 in relation to the Annual Financial Statements for the Financial year 2011-2012, your Directors confirm the following:

a. In the preparation of the annual accounts applicable accoounting standards have been follwed along with proper explanation relating to material departures.

b. That the directors have selected such accounting policies abd applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c.That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of The Company and for preventing and detecting material fraud and other irregularities.

d That Directors have prepared the AnnuaL Accounts on a going concern basis

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXC HANG LEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of the respect to CoroetvWon Energy and Technotog, Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYERS

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum presented under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended by the clients.employees.vendors, bankers investors, media financial institutions, and both the Central and State Governments and their agencies and lookvforward to tnejr continued support.

By Order of the Board For Manvijay Development Company Ltd

Kamal Khaitan Date:28th May. 2012 (Director)


Mar 31, 2011

Dear Members,

Your Directors are pleased to present their Annual Report on the Business and operations of the

Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2011 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Sales 0.01 (0.10)

Expenses 1.12 0.83

Operating Profit (1.11) (0.93)

Less: Exceptional items -

Profit/ (Loss)Before Depreciation & Tax (1,11) (0.93)

Less: Extraordinary items - -

Profit/(Loss)before Tax (1.11) (0.93)

Less: Tax - -

Profit after Tax (1.11) (0.93)

YEAR IN RETROSPECT

The Company was earlier engaged in production & sale of laminated jute bags. Due to adverse & irreversible market conditions, the Company has to suspend these activities. Therefore, the assets of the Company have been invested to earn reasonable return. However, the management is actively considering diversifying in other business activities.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has undertaken "Green initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Members are requested to support their green initiative by registering/updating their email addresses, in respect of shares held with the Company.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act 1956, read with Companies (Acceptance ot Deposits) Rules-, i 975,

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act 1958 Thus the Company is not required to furnish a statement pursuant to the provisions of Section 2012 of the Companies Act. 1956,

CONSOLIDATED FINANCIAL STATEMENTS

The Company does no! have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956 Thus the provisions in respect of submission of consolidated financial results are not applicable to the- Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s R A Dalmia & Co., Chartered Accountants. KolKsta, having Membership No 006079 holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment,

The Company has obtained a certificate as per section 224(18} of the Companies Act, 956 to the effect that their appointment, if made, would be within the limits prescribed therein.

DIRECTORS

Mr. Manish Dalmia, Director of the Company retires by rotation & is eligible for re-appointment as Director of the Company.

DIRECTORS RESPONSE ILiTY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, in relation to the Annual * Financial Statements for the Financial year 2010-2011, your Directors confirm the following:

a In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanation reiating to materia departures.

b That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and defecting material fraud and other irregularities.

i. That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHA.NGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Repost of the Board of Directors) Rules. 1988 with tespect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fail under the category mentioned i the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year unde; review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1958, read with the Companies (particulars of employees) Rules 1975,

LISTING

The Shares of your Company are presently fisted on

A) Calcutta Stock Exchange Limited and

B) Uttar Pradesh Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to both the Stock Exchange.

ACKNOWLEDGEMENTS

Year Directors wish to place on record their appreciation and acknowledge with gratitude the support and co operation extended by the clients, employees, vendors, bankers investors, media financial institutions, and both the Central and Stale Governments and their agencies and look forward to their continued support.

By Order of the Board For Manvijay Iteyelopment Company Ltd

Vijay Dalmia {Director)

Date: 29th August, 2011