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Directors Report of Wardwizard Innovations & Mobility Ltd.

Mar 31, 2023

Director''s Report

Dear Members,

Your Directors are delightfully presenting the 41st Report of the Board of Directors ("Board") of Wardwizard Innovations &
Mobility Limited ("Company" or "Wardwizard" or "WIML")
, on the business and operations of the Company, together with
the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended 31st March, 2023.

SUMMARY OF FINANCIAL PERFORMANCE

On a standalone basis, the revenue from operations for FY 2023 was '' 23,892.60 Lakhs, higher by 29.46 percent over the previous
year''s revenue of
'' 18,456.10 Lakhs in FY 2022. The Profit after Tax (PAT) attributable to shareholders for FY 2023 (FY 2022-20
23) and FY 2022(FY 2021-2022) was
'' 944.21 Lakhs and '' 847.72 Lakhs, respectively.

On a consolidated basis, the revenue from operations for FY 2023 was '' 23,892.60 Lakhs. The Profit after Tax (PAT) attributable
to shareholders for FY 2023 (FY 2022- 2023)
'' 885.15 Lakhs.

FINANCIAL HIGHLIGHTS

Your Company''s financial highlights for the year ended 31st March, 2023 and 31st March, 2022 are as follows:

Particulars

Standalone

2022-23

2021-22

Total Income

23928.87

18514.07

EBITDA

1956.77

1447.48

Finance Cost

76.68

-

Depreciation, Amortization, Impairment

494.94

233.30

Profit Before Tax

1385.15

1214.18

Current Tax

455.90

400.00

Deferred Tax charge

(14.96)

(33.54)

Net Profit After Taxation

944.21

847.72

Final Dividend Paid

56.66

36.36

Paid up Equity Share Capital

2606.94

2592.17

Basic Earnings per Equity Share (in '')

0.36

0.35

Reserves

6272.94

3632.08

Particulars

Consolidated

2022-23

2021-22

Total Income

23928.23

-

EBITDA

1897.71

-

Finance Cost

76.68

-

Depreciation, Amortization, Impairment

494.94

-

Profit Before Tax

1326.09

-

Current Tax

455.90

-

Deferred Tax charge

(14.96)

-

Net Profit After Taxation

885.15

-

Final Dividend Paid

56.66

-

Paid-up Equity Share Capital

2606.94

-

Basic Earnings per Equity Share (in '')

0.34

-

Reserves

6211.44

-

KEY FINANCIAL RATIOS: (standalone basis)

Particulars

2022-2023

2021-2022

Debtors Turnover Ratio

16.82 Days

42.19 Days

Inventory Turnover Ratio

2.74

4.02

Current Ratio

1.16 : 1

1.12:1

Operating Profit Ratio

18.00%

6.58%

Net Profit Margin

4.00%

4.59%

Return on Net worth

10.66%

19.51%

Debt/Equity Ratio

0.14 : 1

0.00:1

BUSINESS AND OPERATIONAL HIGHLIGHTS

Wardwizard Innovations & Mobility Limited, has emerged as a frontrunner in the electric vehicle industry, offering a wide range
of cutting-edge, sustainable vehicles that appeal to a diverse customer base. With a focus on technological advancements,
sustainability, and global expansion, the company continues to drive the transition towards a cleaner and greener future. As the
demand for electric vehicles continues to surge, the company is poised to play a pivotal role in shaping the future of transportation
and making sustainable mobility accessible to all.

Located in Vadodara, currently, the Company has a production capacity of 400,000 units of Electric Scooters and bikes per year
on a three-shift plan. This capacity can meet the expected demand and the Company''s growth plans in the coming years. In
FY 2022-2023 the Company commissioned the automated assembly line during the year. For strengthening the EV value chain and
to ensure a seamless supply of EV parts the Company is setting up the EV clusters under the name Wardwizard EV Cluster in about
4 million sq feet area in Vadodara in proximity to the current facility.

The Company manufactures 12 scooters and bikes variants under the brand name Joy e-bike. The Company has 550 dealership
touchpoints and we are present in 50 cities in PAN India. With Joy e-bike we believe in empowering the small businesses and with
innovation being an integral part, our idea is to bring something new to the market, which can also help fight climate change.
A part of Wardwizard Innovations & Mobility Limited, with more than 10 trendy models, designed to meet the diverse needs of
consumers and businesses. These vehicles boast impressive performance, long-range capabilities, and innovative features, making
them a compelling choice for eco-conscious individuals and organizations. Joy e-bike presents you with a ride that won''t cost our
planet, so you can contribute towards the well-being of our planet in style.

Sr. No

Segment

Segment Revenue

Segment Results (PBT)

1.

Segment 1-Joy e-bike

23878.06

1458.73

2.

Segment 2- Vyom

14.54

0.89

3.

Segment 3- Sale of services

0

0

4.

Unallocated Segment

36.27

2.22

23928.87

1461.84

Less: Interest

0

(76.68)

Total

23928.87

1385.15

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the
Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant
provisions of the Companies Act, 2013, the Consolidated Audited Financial Statements forms part of the Annual Report. As per
the provisions of Section 136 of the Companies Act, 2013 and Regulation 46 (2) of SEBI LODR, the Company has placed separate
audited accounts of its Subsidiary on the Company''s website
https://wardwizard.in/investor-relations/policies-and-strategy/incl-
subsidiarv-companv-detai

CHANGE IN THE NATURE OF BUSINESS

The nature of business of the Company remained unchanged and there were no significant or material orders passed by regulators,
courts, or tribunals impacting the Company''s operations in the future.

DIVIDEND

Your Directors are happy to propose based on the Company''s existing profitability, a final dividend of '' 0.10/- (Ten Paisa only) per
equity share which is 10% dividend on the face value of
'' 1/- each fully paid-up capital of the Company as on the record date i.e
Tuesday, 19th September, 2023 subject to the approval of Shareholders at the forthcoming Annual General Meeting. Companies
are required to pay/distribute dividends after deducting applicable taxes.

PARTICULARS

Dividend Per Share

Dividend Per Share

FY 2022-23

FY 2021-22

Interim dividend

--

--

Final dividend (At 10% of Face Value per share)

'' 0.10/-

?? 0.075/-

Total dividend

'' 0.10/-

'' 0.075/-

The aforesaid final dividend was recommended by the Board of Directors at its meeting held on 08th May, 2023 and its payment is
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company to be held on Tuesday,
26th September, 2023. The book closure dates for the purposes of the AGM and final dividend will be Tuesday, 19th September,
2023 to Tuesday, 26th September, 2023 and will be paid within a period of 30 days from the date of declaration to those Members
who have not waived their right to receive the dividend for the FY 2022-23

DIVIDEND DISTRIBUTION POLICY

? Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended ("Listing Regulations"), the Board has formulated a Dividend Distribution Policy. The
Dividend Distribution policy is available on the Company''s website at
https://wardwizard.in/show-file/?title=Dividend%20
distribution%20policv&file=TVRJek5nPT0=

? Your Company is in compliance with its Dividend Distribution Policy as approved by the Board.

? A shareholder has the option to waive or renounce their right to receive the dividend on some or all of the equity shares they
own in the company as of the Record Date which is the date used to identify the members who are eligible for the dividend.

TRANSFER TO GENERAL RESERVES

During the Year under review, the Board is not considering any transfer of amount to General Reserves Mandatory transfer to
general reserve is not required under the Companies Act, 2013.

UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF).

Pursuant to the provisions of Section 124 and 125 of the Act and other relevant provisions of the Act, the dividend which
remains unpaid/unclaimed from the date of transfer to the unpaid/ unclaimed dividend account of the Company is required to be
transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India. The unclaimed dividend for
the financial year 2020-21 and all subsequent years must be claimed as early as possible failing which, it would be transferred to
IEPF as per the (tentative) dates mentioned herein below:

Financial Year

Date of Declaration of Dividend

The due date for transfer to IEPF

2020-21

20th August, 2021

23rd September, 2028

2021-22

30th August, 2022

30th September, 2029

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW
SHARE CAPITAL: RIGHTS ISSUE OF EQUITY SHARES

During the year under review, the Company had issued and allotted 56,70,303 partly paid up equity shares of '' 1/- each of the
Company on Rights issue basis, to its existing equity shareholders as on the record date i.e., 22nd January, 2022 at Issue price of
'' 82/- per equity share including share premium of '' 81/- per share. An amount equivalent to 50% of the issue price viz. '' 41/-
per rights equity share which constitutes 50% of the Issue Price (i.e., Face Value of '' 0.50/- and Share Premium of '' 40.50/-) was
received on application.

In accordance with the terms of issue, the Board of Directors at its meetings held subsequently made the following two calls on
the aforesaid equity shares:

Sr. No.

Date of Allotment

Shares Allotment Summary

1

2

15th March, 2022
12th December, 2022

56,70,303 Partly paid up shares Allotted

24,91,631 Shares converted into Fully Paid (Out of 56,70,303 Originally Allotted on 15th

March, 2022)

3

31st March,2023

18,20,269 Shares converted into Fully Paid (Out of 31,78,672 Originally Allotted on 15th

March, 2022)

4

31st March,2023

13,58,403 Shares Forfeited by Board which was originally allotted on 15th March, 2022

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on "BSE Limited" Stock
Exchange (Scrip Code: 538970)

The Company has paid the Annual Listing Fees for FY 2022¬
2023 to the said Stock Exchange as required.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

Your Company has a wholly owned subsidiary in Singapore i.e.,
Wardwizard Global PTE. LTD. as at 31st March, 2023.

The Company has not attached the Balance Sheet, statement
of profit & loss and other related documents of its subsidiary.
As per the provisions of Section 129(3) read with Section 136 of
the Companies Act, 2013, a statement containing brief financial
details of the subsidiary for the Financial Year ended 31st
March, 2023 in Form AOC - 1 is included in the annual report
and shall form part of this report as "Annexure- A". Further,
pursuant to provisions of Section 136 of the Act, the financial
statements, including Consolidated Financial Statements of the
Company along with relevant documents and separate audited
accounts in respect of subsidiary is available on the website
of the Company and the detailed policy for determining
material subsidiaries as approved by the Board is uploaded
on the Company''s website and can be accessed at the Web-
link:
https://wardwizard.in/show-file/?title=Policv%20for%20
determining%20Material%20Subsidiaries&file=TXpVMg==

As on 31st March, 2023 there are no associate or joint venture
companies

MANAGEMENT- DIRECTORS AND KEY MANAGERIAL
PERSONNEL
DIRECTORS:

During the year under review, there is change in the composition
of the Board as stated below:

* The Board of Directors of the Company at its meeting
held on 19th May, 2022 approved the appointment of Mrs.
Sheetal Mandar Bhalerao effective from 20th May, 2022. The
appointment of Mrs. Sheetal Mandar Bhalerao has already
been regularized and approved By the members of the
Company at Extra Ordinary General Meeting ("EOGM") held on
18th August 2022 as per the requirements of the Act and Listing
Regulations and all other applicable laws.

*Mr Avishek Kumar (DIN: 09314508) was appointed as
Additional Non-Executive Independent director with effective
from Board Meeting dated 06th December, 2022. The
appointment of Mr. Avishek Kumar has already been regularized
and approved for the period of Five (5) years by the members
of the Company at Extra Ordinary General Meeting ("EOGM")
held on 03rd March, 2023 as per the requirements of the Act
and Listing Regulations and all other applicable laws.

*Mr Preyansh Bharatkumar Shah (DIN: 07885677) appointed
as Additional Non-Executive Independent Director and Mrs.
Rohini Abhishek Chauhan (DIN: 10147439) appointed as
Additional Non-Executive Independent Woman Director at
the Board meeting dated 08th May, 2023. The appointment
of Mr. Preyansh Bharatkumar Shah and Mrs. Rohini Abhishek
Chauhan have already been regularized by the members of the
Company by way of Postal Ballot held on 28th July, 2023 for the
period of Five (5 )Years as per the requirements of the Act and
Listing Regulations and all other applicable laws.

* The Board of Directors of the Company at its meeting held on
28th July, 2023 approved the appointment of Dr. .John Joseph
(DIN: 08641139 ) Additional Non-Executive Independent
Director. The regularization of Dr. John Joseph to be considered
in ensuing Annual General Meeting of the Company on Tuesday,
26th September 2023, Subject to Approval of Members of the
company.

* The Board of Directors of the Company at its meeting held on
28th August, 2023 approved the appointment of Lt General Jai
Singh Nain (Retd) (DIN: 10289738) Additional Non- Executive
Independent Director. The regularization of Lt General Jai
Singh Nain (Retd) to be considered in ensuing Annual General
Meeting of the Company on 26th September 2023, Subject to
Approval of Members of the company.

**Mrs. Sneha Harshvardhan Shouche (DIN: 08857960),
Executive Director of the Company, vide her letter dated 13th
May, 2022 expressed her inability to continue as Director of
the Company due to increase in her work as a Chief Financial
officer, tendered her resignation as an Executive Director of the
Company, effective from the closure of Company''s business
hours dated 19th May, 2022.

RETIRE BY ROTATION

At the 41st Annual General Meeting (AGM), the following
appointment/re-appointment is being proposed:

Mr. Sanjay Mahadev Gupte, Executive Director (DIN: 08286993),

shall retire by rotation and being eligible, offers himself, for re¬
appointment.

Details of the proposal for the re-appointment of Mr. Sanjay
Mahadev Gupte, Executive Director (DIN: 08286993), along
with his brief resume is mentioned in the Explanatory Statement
under Section 102 of the Act and disclosure under Regulation
36(3) of the Listing Regulations as annexed to the Notice of
the 41st AGM. The Board recommends the re-appointment /
appointment of the above Director.

MEETINGS OF THE BOARD OF DIRECTORS

During the year, 12 (Twelve) Board Meetings and 09 (Nine) Audit
Committee Meetings were convened and held. The intervening
gap between the Meetings was within the period prescribed
under the Act. The details of these Meetings, including of other
committee meetings, with regard to their dates and attendance
of each of the Directors thereat, have been set out in the Report
on Corporate Governance.

DIRECTOR''S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of
the Act:

i) That in the preparation of the Annual Financial Statements
for the FY ended 31st March, 2023, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any.

ii) That 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
as on March 31st, 2023, and of the profit of the Company
for the period ended on that date.

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

iv) The Directors had prepared the annual accounts for the
FY ended 31st March, 2023 on a going concern basis;

v) 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.

The Company has received necessary declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence prescribed under the Act and
the Listing Regulations.

A separate meeting of the Independent Directors of the
Company was held on 06th February, 2023, inter-alia, to discuss
evaluation of the performance of Non-Independent Directors,
the Board as a whole, evaluation of the performance of the
Chairman, taking into account the views of the Executive and
Non-Executive Directors and the evaluation of the quality,
content and timeliness of flow of information between the
management and the Board that is necessary for the Board to
effectively and reasonably perform its duties. The Independent
Directors expressed satisfaction with the overall performance of
the Directors and the Board as a whole.

BOARD DIVERSITY

The Company recognizes and sets out the approach to have
diversity on the Board of the Company in terms of thought,
knowledge, skills, regional and industry experience, cultural and
geographical background, perspective, gender, age, ethnicity
and race in the Board, based on the laws/regulations applicable
to the Company and as appropriate to the requirements of the
businesses of the Company.

BOARD COMMITTEES

The Company has various committees pursuant to the
requirements of the Act read with the rules framed thereunder
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015. The details
relating to the same are given in the report on Corporate
Governance forming part of this Report and the following
Committees during the FY 2022-23.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Rights Issue Committee

6. Fund Raising Committee

7. Risk Management Committee

AUDIT COMMITTEE

The Company has an Audit Committee pursuant to the
requirements of the Act read with the rules framed thereunder
and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015. The details
relating to the same are given in the report on Corporate
Governance forming part of this Report. During the year under
review, the Board has accepted all recommendations of the
Audit Committee and accordingly, no disclosure is required to
be made in respect of non-acceptance of any recommendation
of the Audit Committee by the Board.

Note: A detailed note on the attendance, composition of
the Board and Committees along with other disclosures
are provided in the Corporate Governance Report Section
of this Annual Report.

Meetings of the Board and Committees held during the year
are in compliance with the Act & SEBI LODR read with circulars
and notifications issued by the Ministry of Corporate Affairs
and SEBI in this regard

DIRECTORS AND OFFICERS INSURANCE (''D&O'')

As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Officers
Insurance (''D&O'') for all its Directors, KMPs and members of
the Senior Management.

BOARD PROCESSES, PROCEDURES AND PRACTICES

• Company believes that a great Board should consist of
vibrant and diversified members who clearly knows their
role and fulfills the responsibility entrusted in them. The
Board follows a structured process and practices to lead
the Company in an effective and efficient manner to
achieve its Vision.

• Board process and practices broadly comprise sharing
the agenda, convening the meetings, decision making
at the meetings, finalizing the minutes, and supervising
of the Board committees. The Company follows the best
practices in convening and conducting meetings of the
Board and its committees

• A minimum of 4 (four) Board meetings is held each year
with the time gap between any two successive meetings
not exceeding 120 (One Hundred Twenty) days. The Notice
and detailed agenda along with the relevant notes and
other material information are sent in advance separately
to each Director and in exceptional cases tabled at the
meeting with the approval of the Board. This ensures
timely and informed decisions by the Board

• During the meeting constructive discussions are facilitated
leading to effective decision making. The Chairman
ensures that adequate time is available for discussion of
all agenda items in particular strategic issues.

• The Company provides the information as set out in
Regulation 17 read with Part - A of Schedule II of the Listing
Regulations, to the Board and the Board Committees to
the extent it is applicable and relevant. Such information is
submitted either as a part of the agenda papers in advance
of the respective meetings by way of presentation and
discussions during the Meetings.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations,
the Board has carried out an annual performance evaluation of
its own performance, the directors individually as well as the
evaluation of the working of its Audit Committee, Nomination
and Remuneration Committee, Corporate Social Responsibility
Committee, Risk Management Committee and Stakeholders
Relationship Committee, Rights Issue Committee, Fund Raising
Committee. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance
Report.

FAMILIARIZATION PROGRAMMES

The Company''s Board Members have been given the chance to
become acquainted with the Company, its Management, and
its operations. As part of the Familiarization Programme, your
Company conducts various programs, sessions and seminars
for the Directors, from time to time, to update them with
various aspects covering the industry including the business
process, procedures, laws, rules and regulations as applicable
for the business of the Company, making presentations on the
business areas of the Company including business strategy,
risk opportunities, quarterly performance of the Company, etc
The documents are given to the Directors so they can better
understand the Company, its numerous operations, and the
sector in which it competes.

A formal letter of appointment is issued to the Directors
at the time of their appointment, capturing their roles,
functions, duties, responsibilities and expectations of the
Board. Familiarization Program for Independent Directors is to
enable them to familiarize themselves with the Company, its
Management and Operations

The Directors of your Company are given the full opportunity to
interact with Senior Management Personnel and provided with
the access to all the documents/ information sought by them
to have a good understanding of the Company, its business
and various operations and the industry of which it is a part
Senior management staff of the Company inform the Board
Members on a regular basis on the Company''s operations,
plans, strategy, risks involved, new initiatives, and so on, and ask
their comments and suggestions on the same. Furthermore, the
Directors are briefed on their respective roles and obligations as
they emerge.

The detailed policy on the familiarization programme is
available on the website at
https://wardwizard.in/show-
file/?title = Familiarisation%20programme%20for%20
Independent%20Directors&file=TVRnME5nPT0=

CODE OF CONDUCT

The Company has laid down a policy which has been effectively
adopted by the Board Members and Senior Management Code
of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the
website at
https://wardwizard.in/show-file/?title=Code%20
of%20Conduct&file=TVRJek53PT0=

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director affirming
compliance with the Company''s Code of Conduct by the
Directors and Senior Management Personnel, for the financial

year 2022-23, as required under Schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 forms a part of this Annual
Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR
INVESTMENTS UNDER SECTION 186

The details of Loans, Investments, Guarantees, and Securities
made during the financial year ended 31st March, 2023 as per
the provisions of Section 186 of the Act and Schedule V of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, are given in
the Notes to the Financial Statements forming part of Annual
Report.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Committee constituted by the Board of Directors at
their meeting held on 19th May 2022 in terms of the provisions
of Section 135(1) of the Act reviews and restates the Company''s
CSR policy in order to make it more comprehensive and aligned
in line with the activities specified in Schedule VII of the Act

The Annual report on CSR activities as prescribed under
Companies (Corporate Social Responsibility Policy) Rules 2014
is enclosed as
Annexure -E to the Boards Report.

Focus: The Wardwizard Group under CSR Projects focuses
on issues relating to Environment, Safety, Innovation, Natural
Calamity and pandemic support, Community engagement and
development, Education &Academia Connect, Joy of Giving
etc.

Objective: Contributing to a better Society and Long-term
sustainable development, environment and other Vital Areas

falling under the ambit of CSR.

Implementation: CSR Programs, projects or activities of the
Company should be implemented through following method:

1. Directly by the Company or

2. Through implementing Agencies specified sub rule (1)
of rule 4 of Companies (Corporate Social Responsibility
Policy) Rules,2014

3. In Collaboration with other Companies for undertaking
projects or programmes or CSR activities in such a manner
that CSR committee can report separately on such projects
or programmes.

The policy on Corporate Social Responsibility can be
accessed at
https://wardwizard.in/show-file/?title=CSR%20
Policy&file=TVRRMk1nPT0= .

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

In accordance with the provisions of Section 124 and 125 of the
Act and Investor Education and Protection fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), dividends
of a company that remain unpaid or unclaimed for a period of
seven consecutive years from the date of transfer to the Unpaid
Dividend Account shall be transferred by the Company to the
Investor Education and Protection Fund ("IEPF"). In terms of the
foregoing provisions of the Act, the Company declared final
dividends which were approved by members of the Company
for FY 2020-21 and FY 2021-22 at their respective Annual
General Meetings.

Brief Summary of Dividend declared and due date for transfer
to IEPF are as mentioned in the table below:-

Financial

Year

Type

Dividend per share
(In. Rs.)

Dividend

Declared

Date of
Declaration

Date of
opening
of unpaid/
unclaimed
dividend
account

Due date
for Transfer
to IEPF

Last

date for
transfer of
Unclaimed
dividend to
IEPF

2020-21

Final

Dividend

'' 0.05/- (Five paisa
only) per equity
share of
'' 1/- (One
rupee) each fully
paid-up

5%

20-Aug-2021

24-Sep-2021

23-Sep-2028

22-Oct-2028

2021-22

Final

Dividend

'' 0.075/- (Seventy
Five paise only) per
equity share of
'' 1/-
(One rupee) each fully
paid-up

7.5%

30-Aug-2022

01-Oct-2022

30-Sep-2029

29-Oct-2029

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All Related party transaction(s) that were entered into during
the FY 2022-2023 were on an arms'' length basis and were
in the ordinary course of business with its philosophy of
adhering to the highest ethical standards, transparency, and
accountability. In line with the provisions of the Act and the
Listing Regulations, the Board has approved a policy on related
party transactions. During the FY 2022-2023 under review, that
all contracts/arrangements/transactions entered into by your
Company with related parties under Section 188(1) of the Act

were in the ordinary course of business and on an arm''s length
basis and has been approved by the Audit Committee of the
Company.

Further, during the FY 2022-2023, the policy on materially
significant related party transactions entered into by your
Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons approved by the Board,
the Directors draw attention of the members on the financial
statement which sets out related party disclosures in notes to
the financial statements for the year ended 31st March, 2023.

All Related Party Transactions are placed before the Audit
Committee as also the Board for review and approval. A
statement giving details of all related party transactions were
placed before the Audit Committee and the Board of Directors
for their review, approval and noting on quarterly basis.

Related party transactions were disclosed to the Board on
a regular basis as per Ind AS-24. Details of related party
transactions as per Ind AS-24 may be referred to in Note 33
of the Standalone Financial Statements. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.

The policy on Related Party Transactions as approved and
revised by the Board from time to time in line with the amended
provisions of Act and Listing Regulations has been uploaded
on the Company''s website: The policy on Related Party
Transactions, as approved by the Board, is uploaded on the
website of the Company and the web link is
https://wardwizard.
in/show-file/?title=Related%20Party%20Transaction%20
Policy&file=TXpVeg==.

The particulars of contracts or arrangements with related
parties referred to in sub section (1) of Section 188 entered
by the Company during the Financial Year ended 31st March,
2023 in prescribed Form AOC-2 is appended to this Report as
Annexure -B

STATEMENT OF PARTICULARS OF APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5
of the Companies (Appointment and of Managerial Personnel)
Rules, 2014 are annexed to this Board''s Report as
Annexure
-C.
The Company has not appointed any employee(s) in receipt
of remuneration exceeding the limits specified under Rule 5 (2)
of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014.

REMUNERATION POLICY

The Board has, on the recommendation of Nomination and
Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the
Corporate Governance Report.

Policy has been uploaded in the Company''s Website
at the following web link:
https://wardwizard.in/show-
file/?title=Remuneration%20Policy&file=TWpRMk9BPT0=

ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act,
Annual Return is uploaded on Companies website and can be
accessed at
https://wardwizard.in/investor-relations/corporate-
announcements/annual-report/ .

THE CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO PURSUANT TO THE PROVISIONS OF SECTION
134(3)(M) OF THE COMPANIES ACT, 2013 (ACT) READ
WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant
to Section 134(3) (m) of the Act read with The Companies
(Accounts) Rules, 2014 is appended to this Report as
Annexure
- D

POLICY ON PRESERVATION OF DOCUMENTS AND
ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015, your Board has
framed a Policy on the Preservation of documents and Archival
of documents. This is intended to provide guidelines for the
retention of records and preservation of relevant documents for
a duration after which the documents shall be archived. This said
policy is available at the Company''s website, at the following
weblink:
https://wardwizard.in/show-file/?title=Policy%20

on%20Preservation%20of%20Documents&file=TXpVMA==

ACCEPTANCE OF PUBLIC DEPOSIT

During the year under review, your Company has neither
accepted nor renewed any deposits from the public or its
employees within the meaning of Section 73 of the Act and the
Companies (Acceptance of Deposits) Rules, 2014. The details of
loans and advances, which are required to be disclosed in the
annual accounts of the Company, are provided as part of the
financial statements.

COST RECORDS AND COST AUDIT REPORT

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act
are not applicable for the business activities carried out by the
Company.

AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S
EXPLANATIONS

Statutory Auditors

M/s. VCA & Associates, Chartered Accountants (Firm
Registration No. - 114414W), Vadodara were appointed at the
Extra-ordinary General Meeting of the Company held on 18th
January, 2020, as Statutory Auditors for a first term of 5 years
w.e.f. 09th October, 2019 till the conclusion of the AGM to be
held in the FY 2024 (Subject to ratification of their appointment
at every Annual General Meeting). Pursuant to the amendment
to Section 139 of the Companies Act, 2013 effective from
07th May, 2018, ratification by shareholders every year for the
appointment of Statutory Auditors is no longer required and
accordingly, the Notice of ensuing 41st AGM does not include
the proposal for seeking shareholders'' approval for ratification
of Statutory Auditors appointment.

M/s. VCA & Associates, Chartered Accountants have signified
their assent and confirmed their eligibility to be appointed as
Statutory Auditors in terms of the provisions of Section 141
of the Act read with Rule 4 of the Companies (Audit and
Auditors) Rules, 2014. The firm performs its obligations in
adherence to recognized auditing standards and periodically
certifies its independence from management. The Auditors
have confirmed that they are not disqualified from continuing
as Statutory Auditors of the Company.

They have audited the financial statements of the Company for
the year under review. The observations of Statutory Auditors
in their Report read with relevant Notes to Accounts are self¬
explanatory and therefore, do not require further explanation.

The Notes on financial statement referred to in the Auditors''
Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any
Qualification, reservation, or adverse remark.

Secretarial Auditor

During the year under review, that the pursuant to the
provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of Listing Regulations,
Mrs. Aparna Tripathi, Practising Company Secretary having
membership no. 67594, had been appointed as Secretarial
Auditor, to undertake Secretarial Audit of the Company in the
first Board meeting held on 09th May, 2022 for the FY 2022-23.

Further, the Board in their meeting held on 01st August, 2022
accepted the resignation of Mrs. Aparna Tripathi, Secretarial
Auditor of the company and appointed Mrs. Pooja Amit Gala,
Practicing Company Secretary having ACS No. 69393 as the
Secretarial Auditor of the company for the FY 2022-2023. The
Secretarial Audit Report (Form No. MR-3) is annexed in this
annual report, as
Annexure-F. The Secretarial Audit Report
does not contain any qualification, reservation, disclaimer or
adverse remarks.

INTERNAL AUDITOR

M/s. VRCA & Associates, Chartered Accountants (Firm
Registration No. 104727W), has been appointed as Internal
Auditors under Section 138 of the Act read with the Rule 13 of
The Companies (Accounts) Rules, 2014.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors
under Section 143(12) of the Act and rules framed thereunder
either to the Company or to the Central Government.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2022-2023
for all applicable compliances as per the Listing Regulations of
the Securities Exchange Board of India, and Circulars/Guidelines
issued thereunder. The Annual Secretarial Compliance Report
needs to be submitted to the stock exchange, where the
Company shares are listed, within 60 days of the end of the FY.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY

The Vigil Mechanism as envisaged in the Act, the Rules
prescribed thereunder and Listing Regulations is implemented
through the Company''s Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing
a formal vigil mechanism for the Directors and employees to
report concerns about unethical behavior, actual or suspected
fraud or violation of Code of Conduct and Ethics. It also provides
for adequate safeguards against the victimization of employees
who avail of the mechanism and provides direct access to the
Chairperson of the Audit Committee in exceptional cases. It is
affirmed that no personnel of the Company have been denied
access to the Audit Committee. The policy of vigil mechanism
is available on the Company''s website. During the year under
review, the Company has not received any complaints under
the said mechanism.

The Whistle Blower Policy aims for conducting affairs in a fair
and transparent manner by adopting the highest standards
of professionalism, honesty, integrity and ethical behavior. All
employees of the Company are covered under the Whistle
Blower Policy. The Audit Committee of the Board oversees the
functioning of this Policy.

The brief detail about this mechanism may be accessed on the
Company''s website at the web link:
https://wardwizard.in/show-
file/?title=Whistle%20Blower%20Policv&file=TXpRNQ==

RISK MANAGEMENT (RISK ASSESSMENT &
MINIMISATION PROCEDURES)

The Board of Directors has constituted a Risk Management
Committee. Your Company has implemented a mechanism for
risk management and formulated a Risk Management Policy.
The policy provides for identification of risks and formulating
mitigation plans. The Risk Management Committee, Audit
Committee and the Board of Directors review the risk
assessment and minimization procedures on regular basis.

The brief detail about this policy may be accessed on the
Company''s website at the weblink:
https://wardwizard.in/show-
file/?title=Risk%20Management%20Policy&file=TXpVeQ==.

HUMAN RESOURCE MANAGEMENT

The Company has a dedicated HR department with a focus on
increasing leadership skills, recruitment, training and ensuring
employee welfare activities. As on 31st March, 2023, the
Company has 178 permanent employees and 369 contractual
employees. For developing functional capabilities, team skills
and interpersonal skills the Company organizes various training
programs involving external faculties.

INDUSTRIAL RELATIONS

The Company maintains healthy, amiable, and balanced
industrial relations at all levels. The enthusiasm and diligent
efforts of employees have enabled the Company to remain at
the leadership position in the industry. It has taken various steps
to improve productivity across the organization.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board
of Directors'' and ''General Meetings'' respectively. During the
year, the Company has complied with all Applicable Mandatory
Secretarial Standards.

EQUAL OPORTUNITY AND DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company believes in transparency and providing equal
opportunities in the employment. Your Company''s offices across
the globe have multi-cultural and multi-national employees.
Your Company prevents harassment of any kind based on age,
gender, race or any other basis protected by law.

The Company has in place a policy on Prevention of sexual
harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this policy.

During the Financial Year under review the Company has
received no complaints of sexual harassment at workplace.

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors, Key Managerial
Personnel and Senior Management Personnel are in accordance
with the Nomination and Remuneration policy.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Company will
be made available to the members of the Company, seeking
such information at any point of time. A cash flow statement
for the FY 2022-2023 is attached to the Balance Sheet.

INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015,
the Company has adopted a Code of Conduct for Prevention
of Insider Trading. The Company has appointed Ms. Jaya Ashok
Bhardwaj, Company Secretary as Compliance Officer who is
responsible for setting forth procedures and implementing of
the code for trading in Company''s securities. During the year
under review, there has been due compliance with the said
code.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Listing Regulations as amended
from time to time, the Management''s Discussion and Analysis
as forms part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The ''Business Responsibility & Sustainability Report'' (BRSR) of
your Company for the year ended 31st March, 2023 forms part
of this Annual Report as required under Regulation 34(2)(f) of
the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015.

CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance practices
and committed to implement sound corporate governance
practices with a view to bring about transparency in its
operations and maximize shareholder value.

As per requirement of Listing Regulations a separate section
on Corporate Governance practices followed by the Company
along with a Certificate from the Secretarial Auditors of
the Company regarding compliance with the conditions of
Corporate Governance as stipulated under Schedule V of Listing
Regulations as forms part of this Annual Report,
"Report on
Corporate Governance".

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

No significant material orders passed by the Regulators or
Courts or Tribunals which would impact the going concern
status of the Company and its future operations.

During the year under review, no application was made or
any proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments, if any,
affecting the financial position of the Company which have
occurred from the end of the Financial Year till the date of the
Report.

COMMITTEE RECOMMENDATIONS:

During the year, recommendations of all the Committee
constituted by the Board in accordance with the Act were
accepted by the Board.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has a robust and well embedded system of
internal controls. Comprehensive policies, guidelines and
procedures are laid down for all business processes. The internal
Control system has been designed to ensure that financial
and other records are reliable for preparing financial and other
statements and for maintaining accountability of assets. Based
on the framework of internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory and secretarial auditors
and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors,
and the reviews performed by management and the relevant
Board committees, including the audit committee. The internal
audit plan is dynamic and aligned to the business objectives of
the Company and is reviewed by the Audit Committee each
quarter. Further, the Audit Committee also monitors the status
of management actions emanating from internal audit reviews.
The Board is of the opinion that the Company''s internal financial
controls were adequate and effective during the FY 2022-2023.
During the year, such controls were assessed and no reportable
material weaknesses in the design or operation were observed.

INTERNAL AUDIT & CONTROL SYSTEMS

Your Company has a well-defined and documented internal
control system commensurate with the size and nature of
its operations which have been designed to give reasonable
assurance of recording transactions and providing reliable
information. Which is adequately monitored. Checks &
balances and control systems have been established to ensure
that assets are safe guarded, utilized with proper authorization
and recorded in the books of account. The Company constantly
reviews its processes and the systems to address the changing
regulatory and business environments.

These are supplemented by internal audit of your Company
carried out by reputed firms of Chartered Accountants across

India. Internal Auditor directly report to the Audit Committee.
Your Company has an Audit Committee consisting of 4
(Four) Directors in which 1 (One) being Executive Director
and 3 (Three) being Non-Executive Independent Directors.
The Audit Committee of the Board is periodically apprised
of the internal audit findings and corrective actions taken.
The Audit Committee of the Board reviews the adequacy
and effectiveness of the internal control system and suggests
improvements if any for strengthening them. Audit Committee
also obtains the views of the Internal Auditor to ascertain the
adequacy of the internal control system. Your Company has a
robust Management Information System which is an integral
part of the control mechanism

INSURANCE

All properties and insurable interests of the Company have
been fully insured.

CREDIT RATING

The Company has not issued any debt instruments and does not
have any Fixed Deposit Programme or any scheme or proposal
involving mobilization of funds in India or abroad during the
financial year ended 31st March, 2023.

Hence during the Year, there was no requirement to obtain
such Credit Ratings.

SHARE TRANSFER SYSTEM

As per Regulation 40 of Listing Regulations, as amended,
securities of listed companies can be transferred/transmitted /
transposed only in dematerialized form with effect from, 01st
April, 2019. In view of this and to eliminate all risks associated
with physical shares and for ease of portfolio management,
Members holding shares in physical form are requested to
consider converting their holdings to dematerialized form.

QUALITY

The Company has established stringent quality control measures
as Follows: -

Wardwizard Innovations & Mobility Limited has an enormous
responsibility to guarantee vehicle safety and satisfaction for the
billions of consumers who travel by road every day. Automotive
parts are expected to have zero defects, without exception.
Substandard products can endanger lives and damage a brand''s
reputation, profit margins, and ability to meet contractual
obligations. Manufacturers verify a supplier''s ability to meet the
highest automotive standards. Technical inspectors monitor the
whole manufacturing process from design validation to mass
production, ensuring only those goods which conform to the
rigorous standards

CAUTIONARY STATEMENT

Certain statements in the Directors'' Report describing the
Company''s objectives, projections, estimates, expectations
or predictions may be forward-looking statements within the
meaning of applicable securities laws and regulations. Actual
results could differ from those expressed or implied. Important
factors that could make a difference to the Company''s
operations include man and material availability, and prices,
cyclical demand and pricing in the Company''s principal markets,
changes in government regulations, tax regimes, economic
development within India and other incidental factors.

INVESTOR RELATIONS

Your Company continuously strives for excellence in its Investor
Relationship (IR) engagement with Domestic and International
investors and has set up a feedback mechanism to measure
Investor Relations effectiveness. Structured conference calls and
periodic investor/analyst interactions, participation in investor
conferences, quarterly earnings calls and annual analyst meet
with the Executive Director were organized during the year.
Your Company always believes in leading from the front with
emerging best practices in Investor Relations and building a
relationship of mutual understanding with investor/ analysts.
Your Company ensures that relevant information about the
Company is available to all the investors by uploading all such
information to the Company''s website and the stock exchanges
where the shares of the Company listed.

Kirin Advisors Private Limited an integrated corporate
communication advisory company serves as Investor relations
for Investor Queries and its details are available on the
companies Website:
https://wardwizard.in/contact/

HUMAN RESOURCES

The Company''s Human Resource (HR) management ensures
fair and transparent labour practices through proper policies
& processes that are compliant with the changing regulatory
requirements.

As a growing manufacturing / assembly organization into
Electric Vehicles, the Company maintains a friendly & warm
relationship with all the employees and has aligned itself with
the business objectives by initiating and implementing various
HR processes like:

1. Human Resource Management System (HRMS) : With
increase in the hiring requirements to match the growth
& expansion plans; HRMS (Attendance & Payroll) was
implemented to digitize the employee records of more
than 500 employees (permanent & temporary) and the
same is made available as mobile application for employee-
friendly usage for time & attendance, leave, pay slip, etc.

2. Health, Safety And Enviornment: Company has
received CTE (Consent to Establish) & CTO (Consent to
operate) for 2W plant. These are mandatory clearance
certificates issued by Gujarat Pollution Control Board
which focus on safety and good environmental practices.
Further, Company has amended the factory manpower
licence to include 1000 employees due to expected
increase in employee count.

Further, Company has established an Occupational Health
Centre & appointed a Factory Medical Officer to provide
medical consultancy services twice a week. Also conducted
an Annual Health check-up program for all employees.

3. Employee Engagement: Organizes a cross functional
team work enhancement program named "Happy Hours"
once in a month. Major festival like Navratri, Diwali,
Holi, Uttarayan, Eid. etc are celebrated at factory premises
which was actively participated by majority employees
of the Company. Further, Company regularly organizes
Woman Health awareness sessions. As a CSR initiative, HR
has organized Blood Donation Camp in partnership with
Indu Blood Bank.

OTHER INFORMATION
GREEN INITIATIVES

The Company has already commenced / implemented the
"Green Initiative" launched by the Ministry of Corporate Affairs
(MCA) to contribute to a greener environment.

As authorized, notices/documents/annual reports/etc. are
delivered to shareholders electronically exclusively, unless the
shareholders request a physical copy of the aforementioned
document.

We are using solar panels for energy and taking efforts contribute
to reducing greenhouse gas emissions and conserving valuable
resources, while also setting an example for others to follow
by our core business being the electric vehicle manufacturing.

Transportation is a significant contributor to climate change,
but the adoption of electric vehicles (EVs) offers a promising
solution. Some of the popular choices in this area are electric
two-wheelers, E-Rickshaws, as well as electric cars.

Environmental sustainability lies at the core of Wardwizard
Innovations & Mobility Limited''s philosophy. By producing
electric vehicles that emit zero tailpipe emissions and reliance

of fossil fuels, the company actively contributes to reducing
greenhouse gas emissions and combating climate change.
Furthermore, The Company is committed to responsible
sourcing of materials, waste reduction, and implementing
sustainable manufacturing practices throughout its supply
chain.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere
gratitude to the Government of India, Government of Gujarat,
Maharashtra and other states, Registrar of Companies -
Maharashtra, Distributors, lenders including bankers whose
assistance and most importantly consumers for support, your
Company has been privileged to receive.

Your Directors thank the stakeholders for the confidence
reposed in the Company and for their continued support and
co-operation. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent
growth was made possible by their hard work, solidarity,
cooperation and support.

Note: Except as otherwise stated, all the numbers in the
Director''s Report are on standalone basis.

On behalf of the Board of Directors

For Wardwizard Innovations & Mobility Limited

Place: Vadodara Sd/- Sd/-

Date: 28 th August, 2023 Yatin Sanjay Gupte Sanjay Mahadev Gupte

Managing Director Executive Director

DIN: 07261 150 DIN: 08286993


Mar 31, 2018

Director''s Report To the Members,

Your Directors are pleased to present the 36thAnnual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

Financial Results:

The financial performance of your Company for the year ended March 31, 2018issummarized below:

Particulars

2017-2018

2016-2017

Net Sales/ Income from Operations

-

3,17,329

Other Income

23,98,000

37,88,831

Total Income

23,98,000

41,06,160

Total Expenses

22,62,479

39,62,061

Profit/(Loss) from operations before exceptional items and Tax

1,35,521

1,44,099

Profit/(Loss) before Tax

1,35,521

1,44,099

Tax Expense

38,510

83,884

Net Profit After Tax

97,011

60215

DIVIDEND:

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

RESERVES:

Rs. 97,011 have been transferred to the Profit & Loss account.

OPERATIONS I STATE OF THE COMPANY''S AFFAIRS:

The macro-economic environment in India during 2017 - 18 showed a moderate decline. According to the provisional estimates released by the Central Statistics Office, India''s Gross Value Added (GVA) growth for 2017-18 is pegged at 6.1 per cent, compared to 6.6 per cent in the previous year. FY2018 began in an uncertain environment with the economy coming to terms with the impact of demonetization of Rs. 500 and Rs. 1,000 banknotes that came into effect on 8th November 2016 also saw disruption in economic activity on account of teething troubles that accompanied the nation-wide rollout of the Goods and Services Tax (GST).

More recently, quarterly growth has shown an upward trajectory and there has been a rebound in various sectors. As a result, the growth outlook for the Indian economy for 2018-19 has also turned positive with the RBI projecting the GDP growth to strengthen to 7.4 percent in 2018-19.

During the year, the Company has made investments in shares of group Companies in furtherance of its objectives. The Investments held as at 31st March 2018 continue to be in group companies only.

SHARE CAPITAL:

During the year under review there is no change in the Share Capital of the Company. The Company''s Equity share capital is Rs. 648 lacs divided in to 64.8 lacs Equity Shares of Rs. 10/- each.

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER COMPANIES ACT, 2013:

A report highlighting performance of the subsidiary and their contribution to the overall performance of the Company is provided in the Consolidated Financial Statements. A Statement containing salient features of the financial statement of the Subsidiary Company is attached as Annexure 5 in Form AOC-1. During the period under review the company does not having any assotiates and joint venture companies as per the Companies Act, 2013.The Company has placed a Policy for Material Subsidiaries on its website www.manvijay.com

CONSOLIDATED FINANCIAL STATEMENT:

The audited consolidated financial statement of the Company prepared in accordance with the applicable Accounting Standards along with all relevant documents and the Auditors'' Report forms part of this Annual Report. The financial statements of Subsidiary company under the Companies Act, 2013 are not attached along with the financial statements of the Company. Separate audited financial statement of the subsidiary is placed on the website of the Company at website www.manvijay.com The Company will provide the financial statements of subsidiary upon receipt of a written request from any member of the Company interested in obtaining the same. The financial statement of subsidiaries 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.

ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public or its employees during the year under review. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are given under note 12 of the financial Statement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company''s operations forms a part of this Annual Report as Annexure 1

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

DIRECTORS:

The Composition of the Board is as per the Companies Act, 2013. On 30th May, 2017, Mr. Nitin Pradhan step down from the post of Managing Director and continued as an Executive Director of the Company, Mr. Mohammed Iqbal Ali Dholakia took the place of Mr. Nitin Pradhan to serve as a Managing Director till he resigned on 03rd August, 2018. Mr. Nitin Pradhan again took his previous position as a Managing Director from the said date.Pursuant to Section 152 of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Prabhakar Shankar Patil (DIN 01627690), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company. Brief Resume of Mr. Prabhakar Patil is given above with the Annual General Meeting Notice.

Pursuant to the provisions of the Companies Act, 2013 and as per Listing Agreement where ever applicable, evaluation of every Director''s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-independent Directors and the Board as a whole, Committees thereof was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. The performance evaluation of the Chairman of the Company was also carried out by Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. Structured questionnaires were prepared in accordance with the applicable provisions on Board Evaluation 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, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflect the overall engagement of the Board and its Committees with the Company and its management and they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company and is available at the website www.manvijay.com.

The following policies of the Company are attached herewith and marked as Annexure 2, Annexure 3 and Annexure 4:

1. Policy on appointment of Directors and Senior Management (Annexure 2)

2. Policy on Remuneration of Directors (Annexure 3) and

3. Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 4)

KEY MANAGERIAL PERSONNEL (KMP):

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. No

Name

Designation

1.

Mr. Nitin Manohar Pradhan

Managing Director

2.

*Mr. Mohammed Iqbal Ali Dholakia

Chief Financial Officer

3.

Mr. Shivkumar Bholanath Vaishy

Company Secretary

*Mr. Prabhakar Patil resigned from the post of Chief Financial Officer on 04th September, 2017 and * Mr. Mohammed Iqbal Ali Dholakia, has been appointed as the Chief Financial Officer from the said date. Company during the period under review has proper balance of Key Managerial Personnel as per Companies Act, 2013.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

During the year, Six Board Meetings were held during the year i.e. from 1st April, 2017 to 31st March, 2018 on the following dates: 30th May 2017, 03rd August, 2017, 04th September, 2017, 13th December, 2017, 10th February, 2018 and 28th February, 2018.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India.

COMMITTEES OF THE BOARD:

Audit Committee

During the year under review, five meetings were held on the following dates: 30th May 2017, 03rd August, 2017, 13th December 2017, 10th February 2018 and 28th February 2018. The recommendation by the Audit Committee as and when made to the Board has been accepted by it.All members of the Audit Committee possess strong knowledge of accounting and financial management. The Chairman, the Managing Director, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings. The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time to time. The details of attendance at the Audit Committee meetings held during the year are as under:

Name of the Director

Designation

No of Audit Committee Meetings

Held

Attended

Mr. Dilip M Joshi

Non-executive, Independent

5

5

Mr. Nitin M Pradhan

Managing Director

5

3

Mr. Pradeep Vasant Gupte

Non-executive, Independent

5

5

Ms. Dolly Dhandhresha

Non-executive, Independent

5

5

Nomination and Remuneration Committee:

During the year under review, the Committee met thrice a year on the following dates: 30th May 2017, 03rd August, 2017 and 04th September 2017.

Name of the Director

Designation

No. of NRC Meetings

Held

Attended

Mr. Dilip M Joshi

Non-executive, Independent

3

3

Mr. Pradeesp Vasant Gupte

Non-executive, Independent

3

3

Ms. Dolly Dhandhresha

Non-executive, Independent

3

3

Stakeholders Relationship Committee

Pursuant to the Companies Act, 2013 and the Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. The Committee looks into the grievances of security holders of the Company.

During FY2018, the Committee met on 10thFebruary 2018 to, inter alia, review the status of investors'' services rendered. Directors who are not the members of the Committee were also invited to attend meeting of the Committee. The Committee was apprised of all the major developments on matters relating to investors. In addition, the Committee also looked into matters that can facilitate better investor services and relations.During FY2017-2018, No complaints from investors were received on any matters.

Name of the Director

Designation

No of Audit Committee Meetings

Held

Attended

Mr. Dilip M Joshi

Non-executive, Independent

1

1

Mr. Nitin M Pradhan

Managing Director

1

1

Mr. Pradeep Vasant Gupte

Non-executive, Independent

1

1

Ms. Dolly Dhandhresha

Non-executive, Independent

1

1

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Under Section 186 of The Companies Act, 2013 As the Company is engaged in the Core Investment Company and has made invested in their group Company during the year under review. The provisions of Section 186 of the Companies Act, 2013 relating to investment is not applicable to the Company as it is the Investment Company except sub-section 1. The Company has complied with the other provisions related to loans under 186 of the Act., During the year the Company has not made any guarantees or securities. However, the details of the same are provided in the financial statement at Note no 3 and 4.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

The Related Party Transactions entered into during the year were in the Ordinary Course of Business and on arms'' length basis. Apart from the transaction held in the ordinary course business the transaction entered with the related parties were under compliance with the provisions of section 188 of the Companies Act, 2013. All the related party transaction are been approved by the Audit Committee of the Company. The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board, the Directors draw attention of the members on the financial statement which sets out related party disclosures in notes to the financial statements for the year ended 31stMarch 2018. The Form AOC-2 as per Annexure 6sets out particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 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 31stMarch, 2018 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, 2018.

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.

INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017-18. 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.

VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a Vigil Mechanism Policy for stakeholders including directors and employees of the Company and their representative bodies to report genuine concerns in the prescribed manner to freely communicate their concerns / grievances about illegal or unethical practices in the Company, actual or suspected, fraud or violation of the Company''s Code or Policies. The vigil mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of stakeholders who use such mechanism. It provides a mechanism for stakeholders to approach the Chairman of Audit Committee or Chairman of the Company, Chief Financial Officer. During the year, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The Mechanism of the Company is available at web link www.manvijay.com.

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. Presently, Regulation 21 of the SEBI LODR with respect to Risk Management Committee is not applicable to your Company.

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

FINANCIAL STATEMENT:

The audited 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.

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, they resigned as Statutory Auditors of the Company due to pre-occupation w.e.f 21st February 2018. The Company appointed M/s G. P. Kapadia & Co., Chartered Accountants having Firm Registration Number 104768W w.e.f 26th May 2018 by passing a Postal Ballot Resolution for appointing auditor in casual vacancy. The Board of Directors of the Company as suggested by the Audit Committee recommends the appointment M/s G. P. Kapadia & Co., Chartered Accountants to the Shareholders of the Company.

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.

SECRETARIAL AUDIT REPORT:

A Secretarial Audit Report for the year ended 31st March, 2018 in prescribed form duly audited by the Practicing Company Secretary Firm M/s. Ferrao MSR Associates is annexed herewith and forming part of the report as Annexure 9There are no qualifications or adverse remarks in the Secretarial Audit Report issued by the above named firm, hence doesn''t require any comments from the Director on the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your company involves low energy consumption. Adequate measures have however been taken to conserve energy efficient equipment with latest technologies. As the cost of energy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy cost on total cost is insignificant. Therefore the particulars relating to the Conservation of Energy, Technology Absorption as per 134(3)(m) of the Companies Act 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 are not given. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 7 to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company 21 days before the Annual General Meeting during working hours and shall be madeavailable to any shareholder on request. Such details are also available on your Company''s website at: www.manvijay.com.

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 in Annexure 8

DISCLOSURE OF COST RECORDS:

During the year under review the provisions of section 148 of the Companies Act, 2013, is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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.

GENERAL:

No fraud has been reported during the audit conducted by the Statutory Auditors, Secretarial Auditors of the Company. During the year under review, no revision was made in the previous financial statement of the Company. During the year ended on 31stMarch, 2018, there were no cases filed / reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the year under review, no complaints/grievances were filed for sexual harassment and there are no pending cases.

DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT, 2013:

There were no incident which would affect the Company''s financial position between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR)

CAUTIONARY STATEMENT:

Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company''s operations include man and material availability, and prices, cyclical demand and pricing in the Company''s principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

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 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.

For and behalf of the Board of Directors of Manvijay Development Company Limited

Sd/-

Sd/-

Nitin Pradhan

Prabhakar Patil

Managing Director

Director

DIN: 01595576

DIN: 01627690

Place: Mumbai

Date: 29th May, 2018


Mar 31, 2016

To the Members.

The Directors are pleased to present the Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year3 ended March, 2016.

Financial Results

The financial performance of your Company for the year March 31,2016 is summarized below:

(Rupees in Lacs)

Particulars

2015-2016

2014-2015

Net Sales/ Income from Operations

9.00

13.23

Other Income

25.20

-

Total Income

44.20

13.23

Total Expenses

43.61

13.26

Profit/(Loss) from operations before o1 incomes, finance cost and exceptional items

1059

(0.03)

Other Incomes

-

0.43

Profit/(Loss) from operations after o incomes, finance cost but before exception items

1059

0.40

(-) Exceptional Items

-

-

Profit/(Loss)Before Tax

0.59

0.40

T ax

- Current Tax

0.21

(0.13)

- Deferred Tax

(0.26)

(0.33)

Net Profit After Tax

0.64

0.91

(-) Extraordinary Items

-

-

N et Profit

0.64

0.91

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 Net Profit has also declined to Rs. 0.64 lacs against previous year profit of Rs. 0.91 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 Share Capital

The Company Equity share capital has been increased by Rs. 324 lacs during the year raising the total equity capital to Rs. 648 lacs. The increase was on account of Bonus issue to the shareholders of the Company.

Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiary, joint venture or associate Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public with review of Section 73 of the Companies Act 20B , during the year under view.

Reserves

Rs 0.64 lacs has been transferred to the Profit & Loss account.

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, 20Band 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, 20B. Particulars of Investment made/loan given under section 186 of the Companies Act, 20B 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.

Financial Statement

The audited 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.

Mr. Nitin Pradhan (DIN 01595576), who retires by rotation and, being eligible, offers himself for re-appointment. If re-appointed, his term would be in accordance with the policy for directors of the Company.

During the year under review Ms. Sangeeta Karnik was appointed as Non-Executive Independent Director Mr. Prabhakar Patil was appointed as an additional director d d May, 2015 and resigned onf7th July, 2015. Mr. Kantilal Rathod was resigned on 1st June,

2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their ten Mr.. Prabhakar Patil& Mr. Mohammed Ali Dholakia were appointed on28th May,2016 as Additional Directors of the Company.

Notices under Section 160 of the Companies Act, 2013 from members of the Company signifying the candidatures Mr. Prabhakar Patil& Mr. Mohammed Ali Dholakia 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, 203 & 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 20B and SEBI (Listing Obligation and Disclosure Requirements) 205, 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 chairperson 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 D times and Independent Directors have met once during the year ended- 1st March, 2016 in accordance with the provisions of the Companies Act, 20B and rules made there under. 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

During the year under review Mr. Nitin Pradhan was re - appointed as the Managing Director of the Company for the period October, 2015 to 30th September, 2020. Ms. Shweta Shah, Company Secretary of the Company has resigned from the Company on 10thApril, 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 27thAugust, 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, 20B, 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 20B, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 49(6) of the Companies Act 20B. As per Section 149 of the Companies Act, 20B, 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.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 20B and the Rules made there under, the current auditors of the Company,. Dharmesh M Kansara & Associates, Chartered Accountants, Mumbai, hold office up to the conclusion 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 respect together with the notes to Accounts are self-explanatory and hence do not Company further comments under Section B4 of the Companies Act, 2HB

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 203, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year Second March, 2016 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 31st March,2016.

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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY2015-16.

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 $046-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of this 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 SEBI Listing Regulations, corporate governance report with auditors’ certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Regulation 34 of the SEBI Listing Regulations, a business responsibility report is attached and forms part of this annual report.

Managing Director’s Certificate

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

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

As information relating to the conservation of energy, technology foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 20B, the Company uses the latest technologies for improving the productivity and quality of the services. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

The prescribed particulars of the employees required under Rule 5 (1) of the Companies (Appointment and Remuneration) Rules, 204, are attached as Annexure - 5 and forms part of this report.

None of the employees of the Company is in receipt fine rat under Section B7 (2) of the Companies Act, 20B, read with rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Thus furnishing of particulars under the Companies (Appointment and Remuneration) Rules, 2014 does notary nurse.

Secretarial Audit Report

A Secretarial Audit Report for the year ended March, 2016 in prescribed form duly audited by the Practicing Company Secretary FM/m Martinho Ferrao & Associates is annexed herewith and forming part of the report.

The Company clarifies that the suspension in trading of securities from 24th December, 2015 was due to surveillance measure by the Bombay Stock Exchange and the same was revoked on 26 April, 2016.

Extract of Annual Return

Pursuant to Section 34(3)(a) of the Companies Act, 203 read with Rule 2(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 35 of the Companies Act, 20B 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

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 March, 2016 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 yea!015-2016 is attached to the Balance Sheet. Pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 20B’ introduced 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: 0595576 DIN: 06877040

Place: Mumbai

Date: 28th May, 2016


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

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