24th - bseindia.com report to the members, manraj housing finance limited, 3 pushpa apartment,...

24thANNUAL REPORT

2013 - 2014

Manraj Housing Finance Limited

1

Registered Office :3, Pushpa Apartment,General Vaidya Chowk,Jalgaon – 425 002.

Board of Directors :Shri. Ishwarlal S. Jain Chairman & Managing DirectorShri. Manish I. Jain DirectorShri. Pramod N. Mehta DirectorShri. Suganchand K. Raka DirectorShri. Ramvilas K. Rathi DirectorShri. Prashant J. Agrawal DirectorShri. Purushottam T. Wani Director

Bankers :State Bank of IndiaAxis Bank Ltd.ICICI Bank Ltd.Jalgaon Peoples co-op Bank Ltd.Shri. Mahavir Sahakari Bank Ltd.

Registrar & Share Transfer Agents :Bigshare Services Private Limited.E-2/3, Ansa Industrial Estate,Sakivihar Road, Sakinaka,

Andheri(E)MUMBAI – 400 072.

Auditors :N. S. Doshi & Co.Chartered Accountants18, Visanji Nagar,Jalgaon – 425 001.

Contents :Notice 02Directors’ Report 03Corporate Governance Report 06Auditors’ Certification on Corporate Governance 14CEO/CFO Certification to The Board 15Compliance Certificate of Company Secretary 16Auditors’ Report 21Balance Sheet 27Profit and Loss Account 28Cash Flow Statement 29Notes to Financial Statements as per Revised Schedule VI 30Proxy Form & Attendance Slip 43

2

NOTICE:Notice is hereby given that 24th Annual General Meeting of the members of Manraj Housing Finance Limited will be heldat 3, Pushpa Apartment, General Vaidya Chowk, Jalgaon - 425 002 on Friday the 26th Day of September, 2014 at 10.00a.m. to transact with or without modification as may be permissible the following business.ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Statement of Profit and Loss Account for the year ended 31st March, 2014 and

the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.2. Appointment of Auditors

To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:"RESOLVED that pursuant to the provisions of section 139 and other applicable provisions, if any, of the CompaniesAct, 2013 and the Rules framed thereunder, as amended from time to time, N S Doshi & Co., Chartered Accountants,be and is hereby re-appointed as Auditors of the Company to hold office from the conclusion of this Annual GeneralMeeting (AGM) till the conclusion of the twenty-seventh AGM of the Company to be held in the year 2017 (subject toratification of their appointment at every AGM), at such remuneration plus service tax, out-of-pocket, travelling and livingexpenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors."

3. To appoint Director in place of Shri Suganchand Raka who retires by rotation and being eligible offers himself forreappointment.

4. To appoint Director in place of Shri. Ramvilas Rathi who retires by rotation and being eligible offers himself forreappointment.

NOTICE:1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy

need not be a member.2. Members are requested to notify immediately any change in their addresses to the company.3. Members desirous of having any clarification or additional information on the accounts of the company may please

write to the company at least one week before the date of Annual General Meeting.4. As a measure of economy, copies of Annual Report will not be distributed at the meeting members are therefore

requested to bring their copies of the Annual Report.

Jalgaon28th July, 2014

By Order of the Board ofMANRAJ HOUSING FINANCE LTD

Registered Office :3, Pushpa Apartment, General Vaidya Chowk,Jalgaon - 425 002

Sd/-ISHWARLAL S. JAIN

Chairman and Managing Director

Explanatory Statement(Pursuant to section 102 of the Companies Act, 2013)

As required by section 102 of the Companies Act, 2013 (Act), the following explanatory statement sets out all material facts relatingto the business mentioned under Item Nos. 2 of the accompanying Notice:

Item No. 2:This explanatory statement is provided though strictly not required as per section 102 of the Act.N S Doshi & Co. (ICAI Firm Registration No. 102738W), Chartered Accountants (CAs), Jalgaon were appointed as the statutory auditorsof the Company for financial year 2013-14 at the Annual General Meeting (AGM) of the Company held on September 28, 2013.As per the provisions of section 139 of the Act, no listed company can appoint or re-appoint an audit firm as auditor for more than twoterms of five consecutive years. Section 139 of the Act has also provided a period of three years from the date of commencement of theAct to comply with this requirement.In view of the above, N S Doshi & Co, being eligible for re-appointment and based on the recommendation of the Audit Committee, theBoard of Directors has, at its meeting held on 28th July, 2014, proposed the appointment of N S Doshi & Co as the statutory auditors ofthe Company for a period of three years to hold office from the conclusion of this AGM till the conclusion of the twenty-Seventh AGM ofthe Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).The Board commends the Resolution at Item No. 2 for approval by the Members.None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMP is concerned or interested in the Resolutionat Item No. 2 of the accompanying Notice.

3

DIRECTORS' REPORT

ToThe Members,Manraj Housing Finance Limited,3 Pushpa Apartment,General Vaidya Chowk,Jalgaon

Your Directors have pleasure in presenting the 24th Annual Report together withthe Audited Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS

2. OPERATIONSDuring the year under consideration the company has achieved a gross income ofturnover of Rs.268.42 lacs. After charging all expenses, the company has earned aprofit of Rs.68.61 Lacs as against Rs. 68.57 Lacs in the preceding year. Company'sgrowth has stagnant due to adverse and competitive market conditions.

3. DIVIDENDTo conserve the resources your Directors are not recommending payment of anydividend to the shareholders.

4. DIRECTORS:Shri. Suganchand Raka and Shri.Ramvilas Rathi retires by rotation and being eligibleto offer them-selves for re-appointment at the ensuing Annual General Meeting. Briefresume of the above Directors, nature of their expertise in specific functional areasas stipulated under clause 49 of the Listing Agreement with Stock Exchange aregiven in the section on Corporate Governance elsewhere in the Annual Report.

1.2.3.4.5.6.7.8.9.

Sr.No. Particulars

(Rupees in Lakhs)Year ended

31st March 2014Year ended

31st March 2013Gross IncomeProfit Before Depreciation and Income TaxDepreciationProvision for Tax (Provision for tax w/back)Net Profit After TaxDeferred Tax Credit (Current Year)Add : Amount B/F from previous yearAmount available for appropriationTransferred to General ReserveBalance Carried Forward

268.42103.17

0.0534.5168.61

0.01139.18207.79

20.00187.79

258.95104.00

0.0535.3868.57

0.0290.61

159.1820.00

139.18

4

5. UNCLAIMED DEPOSITSAs of 31st March 2014 there are no outstanding deposits.

6. AUDITORSN S Doshi & Co, Chartered Accountants, who are the statutory auditors of theCompany, hold office till the conclusion of the forthcoming AGM and are eligible forre-appointment. Pursuant to the provisions of section 139 of the Companies Act,2013 and the Rules framed thereunder, it is proposed to appoint N S Doshi & Co asstatutory auditors of the Company from the conclusion of the forthcoming AGM tillthe conclusion of the twenty-seventh AGM to be held in the year 2017, subject toratification of their appointment at every AGM.

7. FIXED DEPOSITSThe Company has not accepted any public deposits and as such, no amount onaccount of principal or interest on public deposits was outstanding as on the date ofthe balance sheet

8. AUDITORS' REPORT

(i) Grant of loans

As for the loans of Rs.13,32,01,708/- granted during the financial year 2012-13 on the basis of an agreement to create security as and when required andreferred to by the auditors in their report, your director would like to state thatall borrowers are parties of good reputation and The company has recoveredthe entire amount of the loans granted, by acquisition of Tenancy rights heldby some of them and for remaining Parties the repayment has been done infull. As on 31st March 2014 Company don't have any amount outstandingtowards said loans

An advance of Rs. 70,00,000/- is paid to the relative of director towardsagreement to purchase immovable property and the company has chargedinterest on the same and the same has been transferred in the name of thecompany.

(ii) The company has not undertaken any construction / manufacturing activityduring the year review and as such question of maintaining any records interms of Sec. 209(1) (d) under of the Companies Act, 1956 read with CostAccounting Records Rules 2011 (which have become applicable to the companyw.e.f .1.4.2011) does not arise.

9. DIRECTORS' RESPONSIBILITY STATEMENT PERSUANT TO SECTION 217 (2AA):In terms of the amendment to Section 217 of the Companies Act 1956, your directorshave to state as under in respect of the Audited Accounts for the year ended 31stMarch 2014.

I. That in the preparation of the Annual Accounts, the applicable AccountingStandards have been followed to the extent applicable along with properexplanation relating to material departures if any;

5

II. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year and of the profit of the company of that period;

III. That the directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

IV. That the directors have prepared the annual accounts on a going concern basis.

10. CORPORATE GOVERNANCEPursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, ManagementDiscussion and Analysis Report a separate report on Corporate Governance, ManagingDirector's certificate together with a certificate from the Company's Auditors and oncompliance is set out in the annexure forming part of Annual Report.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGOINGSThe Company is not engaged in manufacturing activities and therefore, there is noinformation required to be furnished in respect of conservation of energy andabsorption of technology. The information in respect of foreign Exchangeearnings/outgoings is NIL.

12. PARTICULARS OF EMPLOYEESThe Company did not have any employee falling within the scope of section 217 (2A)of the Companies Act, 1956.

13. ACKNOWLEDGEMENTThe Directors place on record their appreciation and gratitude for all the co-operationextended by the bankers SBI and JPC Bank ltd., employees at all levels, theshareholders of the company.

FOR AND ON BEHALF OF THE BOARD

JalgaonDate: 13th May, 2014

ISHWARLAL S. JAIN(Managing Director)

PRAMOD MEHTA(Director)

PURUSHOTTAM T. WANI(Director)

6

REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

It has been the continuous endeavor of the company to exceed and excel the laid downregulatory parameters through better Corporate Governance. The company follows fairand transparent governance practices. It is the desire of the Management to institutionalizethe “Framework of Corporate Governance and Code of Practices.” The Managementbelieves in leveraging the resources to translate dreams in to realities. During the year,the company has fine-tuned it governance and corporate practices in line with revisedclause 49 of the listing agreement.

Your company continues to follow procedures and practices in conformity with the codeof Corporate Governance as enunciated in the Listing Agreement. In keeping with thespirit of the Code, your Board constituted Committees such as an Audit Committee, ShareTransfer Committee and Shareholders/Investors Grievance Committee. Details of theimplementation of the Code follow in the paragraphs below.

BOARD OF DIRECTORS

Your Board of Directors monitors Company performance, closely watches the performanceof the Management, approves and reviews strategy, and, through its various Committees,evaluates management. Your Board ensures legal and ethical conduct and accuratefinancial reporting. It holds itself accountable not only to the shareholders, but also to otherstakeholders.

LIST OF BOARD OF DIRECTORS AS ON 31st MARCH 2014.

1. Mr. Ishwarlal S. Jain Managing Director2. Mr. Manish I. Jain Director.3. Mr. Pramod N. Mehta Director4. Mr. Suganchand K. Raka Director5. Mr. Ramvilas Rathi Director6. Mr. Prashant Agrawal Director7. Mr. Purushottam Wani. Director

The company has seven Directors out of which four are non- executive Directors. The Non-Executive Directors are professionals, with expertise and experience in general corporatemanagement, legal, finance, banking and other allied fields.

The Company is managed by the Managing Director under the supervision and control ofthe Board of Directors.

The Company has not entered into any materially significant transactions with its promoters,directors or the management or relatives etc., which may have potential conflict with theinterests of the Company at large.

7

The Constitution of the Board as on 31st March 2014

1.

2.

3.

4.

5.

6.

7.

Sr.No. Name of Director Category

No. ofBoard

MeetingAttendedDuring

2013 –14.

Total numberof OutsideCommittee

Memberships(Other than in

privatecompanies)

as on 1/5/2014

Total numberof OutsideChairman-

ships ofCommitteesheld (other

than in privatecompanies) as

on1/5/2014

Number ofdirectorships

held(excludingalternate

directorshipsand director-

ships in privatecompanies) ason 1/5/2014

Remarks

WhetherAttendedLast AGM

* NI-E Non Independent Executive; NI-NE means Non-Independent Non-Executive; IND-NE means Independent Non Executive.

During the financial year 2013-14, 12 (Twelve) Board Meetings were held and the gapbetween two meetings did not exceed four months. The Board Meetings of the companywere held on following date and the individual attendance to the directors is as follows:

15/04/2013

28/05/2013

15/07/2013

31/07/2013

01/08/2013

23/08/2013

31/08/2013

28/10/2013

18/11/2013

31/01/2014

01/03/2014

31/03/2014

Date PurushottamWani

IshwarlalJain

ManishJain

PramodMehta

SuganchandRaka

RamvilasRathi

PrashantAgrawal

Ishwarlal Jain

Manish Jain

Pramod Mehta

Suganchand Raka

Ramvilas Rathi

Prashant Agrawal

Purshottam Wani

NI-E

NI-NE

NI-NE

IND-NE

IND-NE

IND-NE

IND-NE

07

06

10

10

10

10

10

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

YES

YES

YES

YES

YES

YES

YES

Yes

No

No

Yes

Yes

No

Yes

Yes

Yes

No

No

Yes

No

No

Yes

No

No

No

No

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No

Yes

Yes

Yes

Yes

Yes

Yes

No

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No

Yes

Yes

Yes

8

BOARD PROCEDURE

To enable the Board discharge its responsibilities effectively, a detailed Agenda folder issent to each Director in advance of Board and Committee meetings. The Managing Directorbriefs the Board at every meeting on the overall company performance and progress. Adetailed functional report is also placed at every Board Meeting. The functions performedby the Board include reviews of:

v Strategy and business plans.v Annual operating and capital expenditure budgetsv Compliance with statutory/regulatory requirements and review of major legal issuesv Adoption of quarterly/half yearly/annual results.v Major accounting provisions and accounting policies.

DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

Shri. Suganchand K. Raka and Shri. Ramvilas K. Rathi, retire by rotation and being eligibleoffer themselves for re-appointment at the ensuing Annual General Meeting..

PROFILE OF DIRECTORS SEEKING RE-APPOINTMENT

Shri. Suganchand K. Raka is an eminent Industrialist and recipient of various awards. Heis the Director of the Company since 2003 and has contributed to the progress of thecompany in large measure.

Shri. Ramvilas K. Rathi was appointed & director in the year 2003. Since then he has beenof immense help to the company. His experience in Banking/Industry has helped thecompany to a large extent.

REMUNERATION OF DIRECTORS

None of the Directors of the Board have been paid any remuneration/sitting fees duringthe year.

COMMITTEES OF THE BOARD

Audit Committee

The company has constituted an Audit Committee as set out in clause 49 of ListingAgreements with the Stock Exchanges read with sec. 292A of the Companies Act, 1956.The terms of reference are broadly as follows:

a) To review the company's financial reporting process

b) To review the compliance of Internal Control System

9

c) To review findings of Internal Auditors

d) To discuss various aspects of accounts and audit with the Statutory Auditors andInternal Auditors

e) To review quarterly, half yearly and annual financial results of the company

f) To make recommendation on appointment of statutory auditors and fixation of their remunerations

g) Details as per revised clause 49

The composition of Audit Committee and the details of meeting attended by the Directorsare given below:

1.

2.

3.

4.

Sr.No. Name of Member No. of Committee

meetings attendedDesignation No. of Committeemeetings held

Suganchand K. Raka

Ramvilas Rathi

Prashant Agrawal

Purushottam Wani

Chairman(Independent)Member(Independent)Member(Independent)Member(Independent)

05

05

05

05

05

05

05

05

During the year five committee meetings were held on following dates:(i) 28th May, 2013(ii) 31st July, 2013(iii) 28th October, 2013(iv) 31st January, 2014(v) 31st March, 2014

The Audit Committee invites the Managing Director and other Directors of the Companyto the Meetings. The representatives of auditors also attend the meetings.

The broad terms of reference of the audit committee are, to review the internal controls,to meet statutory auditors and discuss their findings, suggestions and other issues relatingto company operations. The scope also includes areas prescribed by clause 49II (D) oflisting agreement.

10

Shareholders’ Grievance Committee

The Shareholders Grievance Committee was constituted for redressal of Investors’Complaints. The composition and role of committee is as under:

Sr. No. Name of Member Designation

1. Suganchand K. Raka Chairman

2. Manish I. Jain Member

3. Prashant J. Agrawal Member

One meeting of the Shareholders’ Grievance Committee was held on 18th November, 2013.

The committee overseas all matters encompassing the Shareholders/Investors relatedissues. Given below is the table of grievances received and resolved:

Received/ReferredFrom

Total Complaints Receivedduring the year 2013-2014

Total ComplaintsResolved

Investor

SEBI

Stock Exchanges

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Pending Complaints Ason 01.04.2014

There is no grievance from shareholders remaining unresolved as every effort is made toimmediately redress investors' grievances without loss of time.

Share Transfer Committee

The Share Transfer Committee of the Board of Directors has been delegated the powersto attend to share transfer/transmission approvals etc. The constitution of share transfercommittee comprises of Mr. Ishwarlal S. Jain (M.D.) Mr. Prashant J Agrawal, Mr. PurshottamWani Directors of the Company.

One meeting of the Share Transfer Committee was held on 23rd August, 2013

11

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report forms a part of Directors’ Report. All thematters pertaining to the said report are discussed in the Directors’ Report

IMPLEMENTING INSIDER TRADING CODE OF CONDUCT

The Company follows strict guidelines in respect of insiders stock trading and relateddisclosures. The code is based on the same SEBI framework and is more stringent thanthe statutory Code being enforced by the SEBI. The Board of Directors and the AuditCommittee have implemented the code observance in the Company. Mr. D. B. Patil,General Manager of the company is the designated Compliance Officer to oversee itsimplementation. All the concerned people have been identified and required disclosuresare obtained.

GENERAL SHAREHOLDER INFORMATION

1. Means of Communication.Newspaper: The company publishes its quarterly results in the following newspapers :

Sr. No. Name of Newspaper

123

Area of Circulation

Free Press JournalNav ShaktiGavkari

Whole of IndiaMaharashtraJalgaon District

2. Details of non-complianceThere was no non-compliance by the Company on any matters related to capital marketsduring the last three years.

3. Compliance Officer.

Name & Designation Address and Contact Details

Mr. D. B. PatilGeneral Manager

3, Pushpa Apartment, Gen. Vaidya Chowk, JalgaonPh. No. 0257-2226681 Fax.: 0257- 2226482E-Mail: [email protected]

4. General Meeting (AGM) Last three years AGM Date & place of meeting.

Annual General MeetingYEAR DATE ADDRESS

3 Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon3 Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon3 Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon

23rd AGM22nd AGM21st AGM

28th Sept. 201329th Sept. 201224th Sept. 2011

Special Resolution if any passed by postal ballot: NIL

12

5. Shareholders information

A

BCDE

F

G

Date of AGM & Time & Venue

Financial YearDate of Book ClosureDividend Payment DateStock Exchange Listing

Stock exchange code of theCompany (Script code)No of shares in Demat form

26th September 20143, Pushpa Apartment, General Vaidya Chowk, Jalgaon.1st April, 2013 to 31st March, 201418/09/2014 to 26/09/2014N.A.The company's equity is listed on Bombay Stock ExchangeLimited. The Annual listing fees of the stock exchanges havebeen paid.BSE – 530537

NSDL 2,06,490CDSL 12,76,410Physical Mode 35,17,100Total 50,00,000

H. Stock Exchange Data for the year 2013-2014.Company has listed its shares on Bombay Stock Exchange Limited, The shares ofcompany are not regularly traded and as such particulars of High/Low Price andQuantity traded are not available.

I. Registrar & Share Transfer Agent Details :Bigshare Services Pvt. Ltd.,E-2/3, Ansa Industrial Estate,Sakivihar Road, Saki Naka,Andheri, (E) Mumbai. 400 072Ph No: 022-28470652Fax No: 022-28475207Email:- [email protected]

J. Distribution Schedule As on 31st March 2014.

Share holding ofNominal Value Rs No. of Share Holders Amount in Rs. % to total Share

CapitalUPTO 50005001 TO 1000010001 TO 2000020001 TO 3000030001 TO 4000040001 TO 5000050001 TO 100000100001 AND ABOVE

TOTAL

368140541994

1323

630

948600 12,02,000

7,93,000 4,79,000

3,11,000 1,80,000 9,11,0004,51,75,4005,00,00,000

1.89722.40401.58600.95800.62200.36001.8220

90.3508 100.0000

K. Shareholding Pattern As on 31.03.2014

Category No. ofShares held

Percentage ofShareholding

1

2

B3a

4abc

Promoters- Indian Promoters- Foreign Promoters/Holding CompanyPersons acting in Concert

SUB TOTALNon-Promoters HoldingInstitutional InvestorsBanks, Financial Institution, Insurance Companies(Central/State Govt. Institutions/ Non-GovernmentInstitutions)

SUB TOTALOthers (Employees/Relatives)Private Corporate BodiesIndian PublicNRIs/OCBs FIIS

SUB TOTALGRAND TOTAL

Promoter's holdingA

31,41,300----

31,41,300

NILNIL

NIL200

3,65,90014,92,600

NIL18,58,70050,00,000

62.8260----

62.8260

NILNIL

NIL0.00407.3180

29.85200.00

37.1740100.00

L. Outstanding GDRs/ADRs/Warrants orany Convertible Instruments, likely toimpact on equity. - NIL

M Address for Correspondence : 3, Pushpa Apartment,General Vaidya Chowk,JALGAON. (M.S)Ph.No:-0257-2226681,82Fax No:- 0257- 2226482E-Mail: [email protected]


JalgaonDate: 13th May, 2014




14

AUDITORS’ CERTIFICATION ON CORPORATE GOVERNANCE

ToThe Members ofManraj Housing Finance Ltd.

1. We have examined the compliance of conditions of corporate governance by ManrajHousing Finance Ltd. for the year ended on 31st March 2014, as stipulated inClause 49 of the Listing Agreement of the said company with Stock Exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination has been limited to a review of the procedures andimplementation thereof, adopted by the company for ensuring compliance with theconditions of corporate governance as stipulated in the said clause. It is neither anaudit nor an expression of opinion on the financial statements of the company.

3. In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the directors and the management,we certify that the company has complied with the conditions of the CorporateGovernance as stipulated in the above mentioned Clause of the Listing Agreement.

4. We further state that such compliance is neither an assurance as to the futureviability of the company nor of the efficiency or effectiveness with which themanagement has conducted the affairs of the company.

For N.S. Doshi & Co., Chartered Accountants

(N.S.Doshi-Proprietor)Jalgaon M. No. 1021213th May 2014.

N.S. DOSHI & CO.Chartered Accounts

'Sharada' Near G.S. Highschool Ground, 18, Visanji Nagar,JALGAON - 425001. E-mail: [email protected]

STD (0257)22254612226759

Resi. 2222946

Niranjan S. DoshiM.Com., LL.B., F.C.A.

15

CEO/CFO CERTIFICATION TO THE BOARD

I, Ishwarlal S. Jain, Managing Director responsible for the finance function certify that:

a. We have reviewed the financial statements and the cash flow statement for the yearended 31st March 2014 and to the best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairsand are in compliance with existing accounting standards, applicable laws andregulations;

b. To the best of our knowledge and belief, no transactions entered into by the companyduring the year ended 31st March 2014 are fraudulent, illegal or violative theCompany’s code of conduct;

c. We accept responsibility for establishing and maintaining internal controls for financialreporting and we have evaluated the effectiveness of internal control systems of theCompany partaining to financial reporting. Deficiencies in the design or operation ofsuch internal control, if any, of which we are aware, have been disclosed to theauditors and the Audit Committee and steps have been taken to rectify thesedeficiencies.

d.

i. There has not been any significant change in internal control over financialreporting during the year under reference.

ii. There has not been any significant change in accounting policies during theyear requiring disclosure in the notes to the financial statements.

iii. We are not aware of any instance during the year of significant fraud withinvolvement therein of the management or any employee having a significantrole in the Company’s internal control system over financial reporting.

Sd/-Shri. ISHWARLAL S. JAIN

MANAGING DIRECTOR

Place: JalgaonDate : 13th May, 2014

16

CIN: L65922MH1990PLC055000Nominal Capital: Rs. 7.50 Crore

[SEE RULE 3]

Under Section 383 A of the Companies Act, 1956 &Rule 3 of the Companies (Compliance Certificate)

Rules, 2001

Compliance CertificateTo,

The MembersManraj Housing Finance Limited3, Pushpa Apartment,General Vaidya Chowk,Jalgaon

I have examined the registers, records, books and papers of Manraj HousingFinance Limited as required to be maintained under the Companies Act, 1956 and2013, (the Act) and the rules made there under and also the provisions contained inthe Memorandum and Articles of Association of the Company for the financial yearended on 31st March, 2014.

In my opinion and to the best of my information and according to the examinationscarried out by me and explanations furnished to me by the Company, its officers andagents, I certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure `A' tothis certificate, as per the provisions and the rules made there under and allentries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure `B' tothis certificate, with the Registrar of Companies, Regional Director, CentralGovernment, Company Law Board or other authorities within the time prescribedunder the Act and the rules made there under.

Pavan Rathi & AssociatesCompany Secretaries

1

Office No. 212, Ganga Collidium, Market Yard, Pune – 37Tele-Fax – 020-24240016, Cell - +91 9422324242, Email – [email protected]

17

3. The Company, being a listed public Limited Company has the minimum prescribedpaid up capital of above Rupees Five Lacs.

4. The Board of Directors duly met 12 (Twelve) times on 15/04/2013, 28/05/2013,15/07/2013, 31/07/2013, 01/08/2013, 23/08/2013, 31/08/2013, 28/10/2013,18/11/2013 31/01/2014, 01/03/2014 and 31/03/2014 in respect of which meetings,proper notices were given and the proceedings were properly recorded and signedincluding the circular resolutions passed in the Minutes Book maintained for thepurpose.

5. The Company did not close its Register of Members during the year under scrutiny.

6. The Annual General Meeting for the financial year ended on 31st March, 2013 washeld on 28/09/2013 after giving due notice to the members of the Company and theresolutions passed thereat were duly recorded in Minutes Book maintained for thepurpose.

7. No Extra-ordinary general meeting was held during the financial year.

8. As informed to us the Company has not advanced any loans to its Director or personsor firms or companies referred to under section 295 of the Act.

9. As informed to us The Company has duly complied with the provisions of section297 of the Act in respect of the contracts specified in that section.

10. The Company has made necessary entries in the register maintained under section301 of the Act.

11. The Company was not required to obtain any approvals from the Board of Directors,members and previous approval of the Central Government pursuant to section 314of the Act wherever applicable.

12. The Board of Directors has not issued any Duplicate Share Certificates during theyear under scrutiny.

13. The Company has:

i. Not made allotment of securities during the financial year. However there wastransfer of shares during the year and has not Transmitted any shares/securitiesas per the provisions of the Companies Act and other applicable of provisionsof SEBI guidelines during the year through their Agent

ii. Not deposited any amount in a separate Bank Account as no dividend was


2


18

declared during the financial year under scrutiny.

iii. Not Paid/posted warrants for dividends as no dividend was declared during thefinancial year under scrutiny. Not transferred any amounts to Investor Educationand Protection Fund since there are no such unclaimed amounts.

iv. Duly complied with the requirements of section 217 of the Act.

14. The Board of directors of the Company is duly constituted. There was no appointmentof additional directors, alternate directors and directors to fill casual vacancy duringthe financial year.

15. The Company has not appointed any Managing Director/Whole-time Director/ Managerduring the financial year.

16. The Company has not appointed any sole-selling agent during the year under scrutiny.

17. As informed, the Company was not required to obtain any approvals from the CentralGovernment, Company Law Board, Regional Director, Registrar or such otherauthorities as may be prescribed under the various provisions of the Act.

18. As informed to me the directors have disclosed their interest in other firms/companiesto the Board of Directors pursuant to the provisions of the Act and the rules madethere under.

19. The Company has not issued any shares/debentures/other securities during thefinancial year.

20. The Company has not bought back any shares during the year under scrutiny.

21. There was no redemption of any preference shares or debentures during the year.

22. There was no transaction necessitating the Company to keep in abeyance rights todividend, rights shares and bonus shares pending registration of transfer of shares.

23. As informed to me the Company has not invited / accepted deposits as referredunder sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules,1975 during the year under review.

24. The amount borrowed by the company during the financial year ended on 31/03/2014is within the limit of the company and that necessary resolution as per section 293(1) d of the Act has been passed.


3


19

25. The Company has not made loans and investments, or given guarantees or providedsecurities to other bodies corporate and consequently no entries has been made inthe register kept for the purpose.

26. The Company has not altered the provisions of the memorandum with respect tosituation of the Company's registered office from one state to another during the yearunder scrutiny.

27. The Company has not altered the provisions of the memorandum with respect to theobjects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the memorandum with respect toname of the company during the year under scrutiny.

29. The Company has not altered the provisions of the memorandum with respect toshare capital of the Company during the year under scrutiny.

30. The Company has not altered the provisions of the Articles of Association of theCompany during the year under scrutiny.

31. According to the Information and records available for our verification and representationreceived from the Directors of the Company there was No prosecution initiated againstor shows because notices received by the Company for alleged offences under theAct and also no fines and penalties or any other punishment were imposed on theCompany in such cases.

32. The Company has not received any security from its employees during the yearunder Certification.

33. The Company has not constituted its Provident Fund under section 418 of theCompanies Act, 1956 and hence provisions of section 418 of the Act do not applyto the Company.


4


Sign :Name : Pavan RathiCP No : 10900

Date : 10/05/2014Place : Pune

Annexure B

20


5


Annexure ARegisters as maintained by the Company1. Register of Members2. Minutes Book of Board of Directors Meetings u/s 193 of the Act.3. Minutes Book of General Meetings of the Members u/s 193 of the Act.4. Register of Applications for and Allotment of Shares5. Register of Directors’ Shareholdings u/s 307 of the Act.6. Register of Directors, Managing Directors and Secretary u/s 303 of the Act.7. Register of Particulars of Contracts / names of Firms or Body Corporate of which

notice u/s 299 was given u/s 301 of the Act.8. Books of Accounts & Records u/s 209 of the Act.

Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities during the financial year ending 31stMarch, 2014 :

Sr.No.

Form No./Return

Filled undersection

Date of Filling Whether filedwithin prescribedtime - Yes/No

If delay in filling whetherrequisite additionalfee paid - Yes/No.

123456

Form 8Form 23AC XBRLForm 23ACA XBRLForm 20BForm 66Form 23B

125220220159383A224(1A)

31/10/201328/10/201328/10/201327/11/201328/10/201321/10/2013

NoYesYesYesYesYes

YesNoNoNoNoNo

Sign :Name : Pavan RathiCP No : 10900

Date : 10/05/2014Place : Pune

21

Independent Auditors’ Report

To the Members of Manraj Housing Finance Limited.

(I) Report on financial statements

We have audited the accompanying financial statements of Manraj Housing FinanceLimited (“the Company”), which comprise the Balance Sheet as at 31st March 2014,and the Statement of Profit and Loss and the Cash Flow Statement for the year thenended, and a summary of significant accounting policies and other explanatory information.

(II) Management Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial statements that givea true and fair view of the financial position, financial performance and cash flows ofthe Company in accordance with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act, 1956 ("the Act") read with the GeneralCircular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs inrespect of section 133 of the Companies Act, 2013. This responsibility includes thedesign, implementation and maintenance of internal control relevant to the preparationand presentation of the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

(III) Auditor’s Responsibility.

Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued bythe Institute of Chartered Accountants of India. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amountsand disclosures in the financial statements. The procedures selected depend on theauditor's judgment, including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In making those risk assessments,the auditor considers internal control relevant to the Company's preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances , but not for the purpose of expressing an opinion on



STD (0257)22254612226759

Resi. 2222946


22

the effectiveness of the entity’s internal control . An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by management, as well as evaluating the overall presentation of thefinancial statements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.

(IV) Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us, except for the effects of the matters described in the basis forqualified opinion paragraph, the financial statements give the information requiredby the act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Companyas at 31st March 2014, and

b) In the case of the Statement of Profit and Loss, of the Profit for the yearended on that date.

c) In case of the Cash Flow Statement, of the cash flows for the year endedon that date.

(V) Emphasis of Matter

The company had granted loans aggregating to Rs. 13,32,01,708 during thefinancial year 2012-13 to certain parties, only on the basis of an agreement tofurnish documents to create security to repay loan amount on demand. Howeverthe company has entered into agreements to acquire tenancy rights acquiredby these parties and hence these advances together with interest have beenadjusted towards acquisition of these rights. Our opinion is not qualified inrespect of this matter.

(VI) Report on other Legal & Regulatory Requirements

(1) As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”)issued by the Central Government of India in terms of Section 227(4A) of theAct, we give in the Annexure a statement on the matters specified in paragraphs4 and 5 of the Order.



STD (0257)22254612226759

Resi. 2222946


23

(2) As required u/s. 227 (3) of the Act, we report that;

i. We have obtained all the information and explanations, which to thebest of our knowledge and belief were necessary for the purposes ofour audit;

ii. In our opinion, proper books of accounts as required by law have beenkept by the Company so far as appears from our examination of thosebooks.

iii. The Balance Sheet, Statement of Profit and Loss and Cash FlowStatement dealt with by this report are in agreement with the books ofaccount;

iv. In our opinion, the Balance Sheet, Statement of Profit and Loss andCash Flow Statement dealt with by this report comply with the accountingstandards referred to in sub-section (3C) of the section 211 of theCompanies Act, 1956 read with the General Circular 15/2013 dated13th September 2013 of the Ministry of Corporate Affairs in respect ofsection 133 of the Companies Act, 2013 to the extent applicable.

v. On the basis of the written representations received from the directorsas on 31st March, 2014 and taken on record by the Board of Directors,we report that none of the directors is disqualified as on 31st March,2014 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Act.



STD (0257)22254612226759

Resi. 2222946


FOR N.S.DOSHI & CO.Chartered Accountants

(N. S. Doshi Proprietor)M. No.10212

FRN. 102738W

Jalgaon13th May 2014.

24



STD (0257)22254612226759

Resi. 2222946


Annexure to Independent Auditors’ Report

Referred to in Paragraph 1 under the heading of “Report on other Legal and RegulatoryRequirements” of our report of even date

On the basis of such checks as considered appropriate and in terms of the information andexplanations given to us, we state as under:

i) a) The company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets;

b) As explained to us, the fixed assets have been physically verified by themanagement at reasonable intervals and no material discrepancies werenoticed on such verification.

c) During the year, the Company has not disposed off any of fixed assets so asto affect its going concern status.

ii) a) The management has conducted physical verification of inventory at reasonableintervals;

b) The procedures of physical verification of inventory followed by the management

are reasonable and adequate in relation to the size of the company and thenature of its business.

c) The company has maintained proper records of inventory and no materialdiscrepancies were noticed on physical verification;

iii) a) The company has not granted any loan to any company, firm or other partycovered in register maintained u/s. 301 of the companies Act, 1956.

b) The sub clauses b, c and d are therefore not applicable.

e) The company has not taken any loans, secured or unsecured, from any company,firm or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956 and hence sub clauses (f) and (g) are not applicable.

iv) There is an adequate internal control system commensurate with the size of thecompany and the nature of its business, for the purchase of inventory and fixedassets and for the sale of goods and services.

v) a) According to the information and explanation given to us the transactions thatneed to be entered into a register in pursuance of section 301 of the Act havebeen entered in the register required to be maintained under that sections; and

25



STD (0257)22254612226759

Resi. 2222946


b) In our opinion and according to the information and explanations given to us,the transactions made in pursuance of contracts or arrangements have beenmade at prices which are reasonable having regard to the prevailing marketprices at the relevant time.

vi) The company has not accepted any deposit within the meaning of the provisions ofsection 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The company does not have a formal internal audit system. However, in our opinionthere are adequate internal control procedures commensurate with the size andnature of its business

viii) The company has not undertaken any construction / manufacturing activity duringthe year under review and as such question of maintaining any records in terms ofSec. 209(1)(d) of the Companies Act, 1956 read with Cost Accounting RecordsRules 2011 does not arise.

ix) a) According to the information and explanations given to us and the records ofthe Company examined by us, in our opinion the company is generally regularin depositing undisputed statutory dues including Provident Fund, InvestorEducation and Protection Fund, Income tax, Wealth Tax, service Tax, cess andall other material statutory dues applicable to it with the appropriate authorities.Further according to the information and explanations given to us, there areno undisputed amounts payable in respect of such statutory dues which haveremained outstanding as at 31st March, 2014 for a period of more than sixmonths from the date they became payable.

b) There are no dues of Income tax/MVAT/Wealth tax/Service Tax/Customduty/Excise duty/cess that have not been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2014 and has not incurredany cash loss during the financial year ended on that date or in the immediatelypreceding financial year.

xi) According to the information and explanation given to us, we report that except forcertain delay in repaying a temporary overdraft taken from a co-operative bank, theCompany has not defaulted in repayment of dues to a financial institution or otherbank at the balance sheet date. The amount and period of delay are Rs. 3 Croresand 120 days respectively.

xii) The company has not granted loans and advances on the basis of security by wayof pledge of f ixed deposits, shares, debentures and other securit ies.

26



STD (0257)22254612226759

Resi. 2222946


xiii) The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Fund/Societies are not applicable to the company

xiv) The company is not dealing or trading in shares, securities, debentures and otherinvestments.

xv) According to the information and explanations given to us the company has not givenany guarantee for loans taken by others from bank or financial institutions;

xvi) The Company has not obtained any term loan and hence the question of its utilizationdoes not arise;

xvii) According to the information and explanations given to us and based on the overallexamination of the balance sheet, the funds raised on short term basis have notbeen used for long-term investments.

xviii) The company has not made any fresh allotment of shares during the year and hencequestion of allotting them on preferential basis to parties and companies covered in theRegister maintained under section 301 of the Companies Act, 1956 does not arise.

xix) The Company has not issued any debentures during the year under review andhence question of creating securities in respect thereof does not arise.

xx) The Company has not raised any money by public issues during the year underreview.

xxi) According to the information and explanations given to us, no fraud on or by thecompany has been not iced or reported during the course of audit .

FOR N.S.DOSHI & CO.Chartered Accountants

(N. S. Doshi Proprietor)M. No.10212

FRN. 102738W

Jalgaon13th May 2014.

27

EQUITY AND LIABILITIESShareholders’ funds(a) Share capital (b) Reserves and surplus

Current liabilities(a) Short-term borrowings(b) Other current liabilities(c) Short-term provisions

ASSETSNon-current assets(a) Fixed assets(i) Tangible assets

(b) Non-current investments(c) Deferred tax assets (net)(d) Long-term loans and advances

Current assets(a) Inventories(b) Trade receivables(c) Cash and cash equivalents(d) Short-term loans and advances

Summary of Significant Accounting Policies and other notes

A1

2

B1

2

TOTAL

Particulars NoteNo.

As at 31 March, 2014 As at 31 March, 2013

5,00,00,000 4,68,90,514

9,68,90,514

8,58,78,711 39,86,091 36,11,166

9,34,75,968

19,03,66,482

38,608 38,608

7,64,451 6,248

1,66,540

9,37,238

9,24,04,265 -

2,35,837 9,67,50,534

18,93,90,635

19,03,66,482

0

5,00,00,000 4,00,29,034

9,00,29,034

6,56,93,493 41,13,483 42,99,025

7,41,06,001

16,41,35,035

43,343 43,343

7,64,451 7,145

1,53,940

9,25,536

1,07,07,004 4,59,089 2,32,540

15,17,67,523

16,31,66,156

16,41,35,035

0

TOTAL

34

567

8

91011

12131415

2 &22

Name of the Company - Manraj Housing Finance Limited.Balance Sheet as at 31 March, 2014

The accomplying Notes are an integral part of the financial statements.In terms of our report attached.

For N. S. Doshi & Co.Chartered Accountants

(N.S.Doshi-Proprietor)M.No. 10212Firm Registration No. 102738W

Place : JalgaonDate : 13th May, 2014




28

CONTINUING OPERATIONS

Revenue from operationsOther income

Total revenue (1+2)

Expenses(a) Cost of goods sold(b) Employee benefits expense(c) Finance costs(d) Depreciation and amortisation expense(e) Other expensesTotal expenses

Profit before tax

Tax expense:(a) Current tax expense for current year(c) Current tax expense relating to prior years(d) Net current tax expense (e) Deferred tax

Profit / (Loss) for the year (11 + 13)

Earnings per share :BasicDiluted

Summary of Significant Accounting Policies and other notes.

A

12

3

4

5

6

7

Particulars NoteNo.

For the year ended31 March, 2014

2,63,35,519 5,06,547

2,68,42,066

7,33,680 20,78,418

1,24,92,239 4,735

12,20,617 1,65,29,689

1,03,12,377

34,50,000 -

34,50,000 897

34,50,897

68,61,480

1.4 1.4

2,49,95,205 8,99,689

2,58,94,894

23,19,707 21,62,641 87,83,989

4,735 22,28,541

1,54,99,613

1,03,95,281

35,36,470 -

35,36,470 1,829

35,38,299

68,56,982

1.4 1.4

1617

1819208

21

2 &22

Name of the Company - Manraj Housing Finance LimitedStatement of Profit and Loss for the year ended 31 March, 2014

For the year ended31 March, 2013








29

Name of the Company - Manraj Housing Finance LimitedCash Flow Statement for the year ended 31 March, 2014





4,735 -

-81,771 - -

-8,16,97,261 4,59,089

5,50,16,990

-2,545 -1,27,392

--12600

81771

2,01,85,219

4,735 -

-81,771 -

13,80,500

23,19,707 3,04,68,150

-6,03,86,293

-40,51,599

81771

2,28,86,716

ParticularsFor the year ended

31 March, 2014For the year ended

31 March, 2013

A. Cash flow from operating activitiesNet Profit / (Loss) before extraordinary items and taxAdjustments for:Depreciation and amortisation(Profit) / loss on sale / write off of assetsDividend incomeProvision for doubtful trade and other receivables, loans and advancesOther non-cash charges (Bad Debts)

Operating profit / (loss) before working capital changesChanges in working capital:Adjustments for (increase) / decrease in operating assets:InventoriesTrade receivablesShort-term loans and advances

Adjustments for increase / (decrease) in operating liabilities:Changes in Provision For BonusOther current liabilities

Cash flow from extraordinary itemsCash generated from operationsHousing Loan RecoveriesNet income tax (paid) / refunds

Net cash flow from / (used in) operating activities (A)

B. Cash flow from investing activitiesProceeds from sale of fixed assetsDeposit Paid to Chatrapati Real estateDividend received - OthersCash flow from extraordinary items

Net cash flow from / (used in) investing activities (B)

C. Cash flow from financing activitiesNet increase / (decrease) in working capital borrowings

Cash flow from extraordinary items

Net cash flow from / (used in) financing activities (C)

Net increase / (decrease) in Cash and cash equivalents (A+B+C)Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the yearSee accompanying notes forming part of the financial statements

1,03,12,377

-77,036 1,02,35,341

-2,62,21,183

-1,29,937

-1,61,15,778 -

-1,61,15,778

-41,35,314

-2,02,51,092

691710

69171

2,01,85,219 -

2,01,85,219

3,297 2,32,540 2,35,837

1,03,95,282

13,03,465 1,16,98,746

-2,75,98,436

-40,51,599

-1,99,51,289 -

-1,99,51,289

-31,93,320

-2,31,44,609

817710

81771

2,28,86,716 -

2,28,86,716

-1,76,122 4,08,663 2,32,540




30

NOTES TO FINANCIAL STATEMENTSFOR THE YEAR ENDED 31st MARCH, 2014.

1) CORPORATE INFORMATION

Manraj Housing Finance Limited is a listed Company incorporated in India under the provisionsof the Companies Act, 1956. Earlier it was engaged in the business of providing finance forhousing. This activity of late has been discontinued and since last few years the companyhas started construction activity and is otherwise dealing in real estate business.

2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A) Accounting Methodology

The accounts have been prepared on historical cost basis of accounting in accordancewith the generally accepted accounting principles and the provisions of the CompaniesAct, 1956. The Company adopts the accrual concept in the preparation of accounts,unless otherwise stated.

B) Investments

Investments classified as long term investments are carried at cost. Provision fordiminution, if any, in the value of investments is made to recognize a decline, other than,that of a temporary nature.

C) Revenue Recognition

As for the real estate business the revenue from sale properties constructed is recognizedon transfer of significant risk and rewards to the buyer. Accordingly cost of construction/development is charged to the profit and loss account in proportion to the revenuerecognized during the period and balance costs are carried as inventories. Amountsreceivable/payable are reflected as Debtors/Advances from Customers, respectively,after considering income recognized in the aforesaid manner.

Dividend is accounted for on cash basis.

D) Fixed Assets

1. All the fixed assets have been stated at cost inclusive of incidental expenses less accumulated depreciation less impairment if any.

2. Depreciation on Fixed Assets is provided on Straight Line Method at the rates andin the manner specified in Schedule XIV to the Companies Act, 1956.

E) Inventories

Inventories are valued at lower of cost and net realizable value.

31

Name of the Company - Manraj Housing Fiance Limited.Notes forming part of the financial statements

3) Share Capital

(d) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Equity shares with voting rights

Year ended 31 March, 2014- Number of shares- Amount (Rs.)

Year ended 31 March, 2013- Number of shares- Amount (Rs.)

Particulars OpeningBalance

FreshIssue

Bonus ESOP Conversion Buy back OtherChanges

(give details)

ClossingBalance

50,00,000 5,00,00,000

50,00,000 5,00,00,000

50,00,000 5,00,00,000

50,00,000 5,00,00,000

0 0

00

0 0

00

0 0

00

0 0

00

0 0

00

0 0

00

(e) Details of shares held by each shareholder holding more than 5% shares:

Equity shares with voting rights

Rajmal Lakhichand Jewellers Pvt Ltd.

Amrish I. Jain

Manmal R. Lalwani

Nitika M. Jain

Manish I. Jain

Pushpadevi I. Jain

Ishwarlal S. Jain

Class of shares / Name of shareholder

74,99,000 100

50,00,000

50,00,000

50,00,000

ParticularsAs at 31 March, 2014 As at 31 March, 2013

(a) AuthorisedEquity shares of Rs. 10 each with voting rightsOptionally convertible preference shares of 100 each

(b) Issued Equity shares of Rs. 10 each with voting rights

(c) Subscribed and fully paid upEquity shares of Rs. 10 each with voting rights

Total

Number ofShares

Number ofShares

7,49,90,000 10,000

5,00,00,000

5,00,00,000

5,00,00,000

74,99,000 100

50,00,000

50,00,000

50,00,000

7,49,90,000 10,000

5,00,00,000

5,00,00,000

5,00,00,000

As at 31 March, 2014 As at 31 March, 2013

Number ofShares held

% holding inthat class of

shares

Number ofShares held

% holding inthat class of

shares

351500

526600

462000

432400

427700

350000

645400

7.0

10.5

9.2

8.6

8.6

7.0

12.9

351500

526600

462000

432400

427700

353300

645400

7.0

10.5

9.2

8.6

8.6

7.1

12.9

(f) The Company has two classes of shares referred to as equity shares having a par value of Rs.10/- andPreference shares of Rs.100/-. Each holder of equity shares is entitled to one vote per share.

32


(a) General reserveOpening balanceAdd: Transferred from surplus in Statement of Profit and LossClosing balance

(b) Other reserves (Special reserve u/s.36(i)(viii))Opening balanceAdd: Additions / transfers during the year Closing balance

(c) Surplus / (Deficit) in Statement of Profit and Loss Opening balanceAdd: Profit / (Loss) for the year,after tax ,transferred from the Statement of Profit & LossLess : Transferred to General ReserveClosing Balance

TOTAL

Particulars As at 31 March, 2014 As at 31 March, 2013

60,34,312 20,00,000 80,34,312

2,00,77,000 -

2,00,77,000

1,39,17,722 68,61,480

2,07,79,202 20,00,000

1,87,79,202

4,68,90,514

40,34,312 20,00,000 60,34,312

2,00,77,000 -

2,00,77,000

90,60,740 68,56,982

1,59,17,722 20,00,000

1,39,17,722

4,00,29,034

4) Reserves and surplus

(a) Loans repayable on demandFrom bank - Secured.

TOTAL


8,58,78,711 8,58,78,711

6,56,93,493 6,56,93,493

5) Short-term borrowings

Loans repayableon demandfrom bank

Total - from Bank


8,58,78,711

Notes:(b) Details of security for the secured short-term borrowings:

Registered Mortgage of 9 residential flats at CTS No. 1273/1/7Purna Building, having total area admeasuring 534.22 sqmtrs.,7 residential flats at CTS No. 1273/1/8, Ganga Building, havingtotal area admeasuring 406.40 sqmtrs., 6 residential flats atCTS No. 1273/1/7 Yamuna Building, having total areaadmeasuring 383.46 sqmtrs. Situated at Tal. : Sillod, Dist :Aurangabad

Registered Mortgage of 3 residential flats at CTS No. 7063/1B, having total area admeasuring 306.69 sqmtrs. Situated atAman Appt. Kalka Mata Manmdir Road, Nashik which areowned by M/s Manvi Holding P Ltd ( a group company )

Registered Mortgage of Land and total construction at SurveyNo.807/2/A/2/23, having total area admeasuring 478.60sqmtrs.situated at Ishwar Pushpa Appt. Nashik which are ownedby M/s Manvi Holding P Ltd. ( a group company)

Agricultural Land located at Shet Gat No. 210/1/2 at Sonari Tal: Jamner, Dist : Jalgaon which is owned by Director ShriPramod Mehta.

Individual guarantee of all directors and guatantee of ManviHoldings Pvt. Ltd. through its Directors..

8,58,78,711

6,56,93,493

6,56,93,493

33


Other payables

(i) Statutory remittances (Contributions to PF and ESIC.)

(ii) Advances from customers

(iii) Outstanding Expenses

(iv) Other Payables

TOTAL


7,772

27,19,814

157,157

11,01,348

39,86,091

7,772

37,79,784

1,59,870

1,66,057

41,13,483

6) Other current liabilities

(a) Provision for employee benefits:

(i) Provision for bonus

(b) Provision - Others:

(i) Provision for tax

TOTAL


43,134

35,68,032

36,11,166

45,679

42,53,346

42,99,025

7) Short-term provisions

34

Nam

e of

the

Com

pany

- M

anra

j Hou

sing

Fia

nce

Lim

ited.

Not

es fo

rmin

g pa

rt o

f the

fina

ncia

l sta

tem

ents

(a)

Pla

nt a

nd E

quip

men

tO

wne

d

(d)

Furn

iture

and

Fix

ture

sO

wne

d

(e)

Vehi

cles

Ow

ned

(f)O

ffice

equ

ipm

ent

Ow

ned

Tota

lP

revi

ous

year

Par

ticul

ars

99,7

01

99,

078

89,

932

947

,753

1,2

36,4

64 1

,236

,464

8) F

ixed

Ass

ets.

Gro

ss b

lock

Bala

nce

as a

t1

April

, 201

3Ad

ditio

nsO

ther

adju

stm

ents

Bala

nce

as a

t31

Mar

ch, 2

014

Bala

nce

as a

t1

April

, 201

3De

prec

iatio

n /

amor

tisat

ion

expe

nse

for

the

year

Oth

erad

just

men

tsBa

lanc

e as

at

31 M

arch

, 201

4Ba

lanc

e as

at

31 M

arch

, 201

4Ba

lanc

e as

at

31 M

arch

, 201

3

Acc

umul

ated

dep

reci

atio

n an

d im

pair

men

tN

et b

lock

- - - - - -

- - - - - -

99,7

01

99,

078

89,

932

947

,753

1,2

36,4

64 1

,236

,464

56,

358

99,

078

89,

932

947

,753

1,1

93,1

21 1

,188

,386

4,7

35

- - -4,

735

4,7

35

- - - - - -

61,

093

99,

078

89,

932

947

,753

1,1

97,8

56 1

,193

,121

38,6

08

- - -36

,608

43,

343

43,3

43

- - - 4

3,34

348

,078

Dep

reci

atio

n an

d am

ortis

atio

n fo

r the

yea

r on

tang

ible

ass

ets

.

Dep

reci

atio

n an

d am

ortis

atio

n re

latin

g to

con

tinui

ng o

pera

tions

Par

ticul

ars

For

the

year

end

ed31

Mar

ch, 2

014

4,73

5

4,73

5

Dep

reci

atio

n an

d am

ortis

atio

n re

latin

g to

con

tinui

ng o

pera

tions

:

For

the

year

end

ed31

Mar

ch, 2

013

4,73

5

4,73

5

34

Nam

e of

the

Com

pany

- M

anra

j Hou

sing

Fia

nce

Lim

ited.

Not

es fo

rmin

g pa

rt o

f the

fina

ncia

l sta

tem

ents

Inve

stm

ents

( A

t cos

t )

(A)

Tra

de In

vest

men

ts

Tota

l tra

de in

vest

men

ts (A

)

(B)

Inve

stm

ent i

n eq

uity

inst

rum

ents

(i) o

f oth

er e

ntiti

es

Tota

l - O

ther

inve

stm

ents

(B)

Tota

l (A

+B)

Less

: Pro

visi

on fo

r dim

inut

ion

in v

alue

of i

nves

tmen

ts

Tota

l

Agg

rega

te a

mou

nt o

f quo

ted

inve

stm

ents

Shr

ayan

s R

esou

rces

Ltd

.

( No

of s

hare

s 13

,541

* M

arke

t val

ue 3

1.35

)

Agg

rega

te m

arke

t val

ue o

f lis

ted

and

quot

ed in

vest

men

ts

Jalg

aon

Peo

ples

Co-

op. B

ank

Agg

rega

te a

mou

nt o

f unq

uote

d in

vest

men

ts

Par

ticul

ars

9) N

on-c

urre

nt in

vest

men

ts

Quo

ted

Unq

uote

dTo

tal

As

at 3

1 M

arch

, 201

4

- -

264

,501

264

,501

264

,501

As

at 3

1 M

arch

, 201

3Q

uote

dU

nquo

ted

Tota

l

- -

499

,950

499

,950

499

,950

- -

764

,451

764

,451

764

,451 -

764

,451

264

,501

424

,510

499

,950

499

,950

- -

264

,501

264

,501

264

,501

- -

499

,950

499

,950

499

,950

- -

764

,451

764

,451

764

,451 -

764

,451

264

,501

748

,817

499

,950

499

,950

36


(b) Security deposits

Unsecured, considered good

Less: Provision for doubtful deposits


166,540

-

166,540

166,540

153,940

-

153,940

153,940

11) Long-term loans and advances

Stock-in-trade (acquired for trading)

- Unsold Shops and Flats at Sillod

- Tenancy rights Purchased at Mumbai

( As verified, valued and certified by Director )


9,973,324

82,430,941

92,404,265

10,707,004

-

10,707,004

12) Inventories(At lower of cost and net realisable value)

Total

Total

Deferred tax (liability) / asset

Tax effect of items constituting deferred tax assets

Provision for doubtful debts / advances

On difference between book balance and tax balance of fixed assets

Tax effect of items constituting deferred tax assets

Net deferred tax (liability) / asset


6,248

6,248

6,248

7,145

7,145

7,145

10) Deffered Tax Assets (net).

37


Trade receivables outstanding for a period exceeding six months fromthe date they were due for payment

Other trade receivables Unsecured - Tarrace rent receivable - TDS receivables


NIL

9,775 4,49,314 4,59,089

Trade receivables include debts due from :

NIL

- - -

Trade receivables outstanding for a period exceeding six months fromthe date they were due for payment

Other trade receivables Secured, considered good Unsecured Doubtful


NIL

- 4,59,089

- 4,59,089 4,59,089

13) Trade receivables

NIL

- - - --

(a) Cash on hand(c) Balances with banks

(i) In current accounts

The said balances meet the definition of Cash and cashequivalents as per AS 3 Cash Flow Statements.


92,213

1,40,328 2,32,540

14) Cash and cash equivalents

31,419

2,04,417 2,35,837Total

38


Advance Against Purchase of Property at Mumbai

Other concerns/officers of the Company


-

49,937

Short-term loans and advances include amounts due from:

9,57,53,066

9,97,468

(a) Loans and advances to employees /Sister ConcernsUnsecured, considered good

Less: Provision for doubtful loans and advances

(b) Prepaid expenses - Unsecured, considered good(For Insurance premium.)

(c) Others (Advances recoverable in cash or in kind orfor value to be received)

Unsecured, considered goodAdvances to others

Less: Provision for other doubtful loans and advances

Total


49,937

49,937 -

49,937

1,943

1,943

15,17,15,643 -

15,17,15,643 -

15,17,15,643

15,17,67,523

15) Short-term loans and advances

9,97,468

9,97,468 -

9,97,468

-

-

- 9,57,53,066 9,57,53,066

- 9,57,53,066

9,67,50,534

39


Sale of products (Refer note below)Sale of services (Refer note below)Other operating revenues


56,30,000 1,93,65,205

2,49,95,205

16) Revenue from operations

40,03,000 2,23,32,519

2,63,35,519

(a)(b)(c)

Total

Sale of products comprises :Manufactured goodsSale of ShopsSale of Flats

Total - Sale of manufactured goodsTraded goods

Total - Sale of traded goodsTotal - Sale of products

Sale of services comprises :Interest on - Housing Loans - Debtors - Other Loans

Total - Sale of services


45,25,000 11,05,000 56,30,000

- 56,30,000

10,081 42,05,809

1,51,49,315 1,93,65,205

40,03,000 -

40,03,000

- 40,03,000

20,000 -

2,23,12,519 2,23,32,519

(a)

(b)

Note


81,770

8,17,919

8,99,689

17) Other Income

81,771

4,24,776

5,06,547

(a)

(b)

Total

Dividend income:from long-term investments :others

Other non-operating income (net of expenses directlyattributable to such income) (Refer Note below)


2,91,900 5,26,019

8,17,919

Note

2,91,900 1,32,876

4,24,776

Other non-operating income comprises:Rental Income from investment propertiesMiscellaneous income

Total - Other non-operating income


1,30,26,711 -

1,30,26,711 1,07,07,004

23,19,707

9,41,063 13,78,644 23,19,707

18) Cost of goods sold

1,07,07,004 8,24,30,941 9,31,37,945 9,24,04,265

7,33,680

- 7,33,680 7,33,680

Opening stockAdd: Purchases

Less: Closing stockCost of goods sold

Goods sold comprises:Cost of : - Flats - Shops

Total

40


Salaries and wagesContributions to provident and other fundsBonus and Ex-gratiaIncentive

Total


20,54,478 49,884 45,679 12,600

21,62,641

19) Employee benefit expenses

19,85,400 49,884 43,134

- 20,78,418

(a) Interest expense on:(i) Borrowings(ii) Others

Interest on TDSTotal


87,83,904

85 87,83,989

20) Finance costs

1,24,91,353

886 1,24,92,239

Legal and professionalPayments to auditors (Refer Note below)Bad debts and other receivables, loans and advances written offMiscellaneous expenses

Total


1,15,758 77,304

13,80,500 6,54,979

22,28,541

21) Other expenses

1,80,118 77,304

- 9,63,195

12,20,617

(i) Payments to the auditors comprises (net of service tax input credit,where applicable):As auditors - statutory auditFor taxation mattersFor company law mattersFor management servicesFor other servicesService tax

Total


25,000 15,000

5,000 6,000

20,000 6,304

77,304

Details of Payment to Auditors :

25,000 15,000

5,000 6,000

20,000 6,304

77,304

41

22) OTHER NOTES

22.1) Unclaimed Dividend and Transfer of Dividend to Investor Protection FundUnclaimed Dividend of Rs. NIL ( P.Y. Rs. NIL/- )

22.2) Loans and AdvancesThe company has granted loans aggregating to Rs. 13,32,01,708 during the financial year 2012-13 to certain parties and an advance of Rs. 70,00,000 to a relative of a director only on the basisof an agreement to furnish documents to create security to repay on demand. However, no securitywas created for the said loans and the entire loans were recovered / adjusted before 31/03/2014.

22.3) Provision for Current and Deferred Tax.Provision for current tax is made after taking into consideration benefits admissible under theprovisions of the Income Tax Act, 1961.

Deferred tax resulting from "timing difference" between book and taxable profit is accounted forusing the tax rates and laws that have been enacted or substantively enacted as on the balancesheet date. The deferred tax asset is recognised and carried forward only to the extent there is areasonable certainty that the assets will be realised in future.

22.4) Current assets, loans and advancesIn the opinion of the board, the current assets ,loans and advances , have a value on realizationin the ordinary course of business at least equal to the amount at which they are stated,in theBalance sheet.

22.5) Amount due to micro & small enterprises:The Company has not received information from vendors regarding their status under the Micro,Small and Medium Enterprises Development Act, 2006 and, hence , disclosures relating to amountsunpaid as at the year end together with interest paid/payable under this Act has not been given.

22.6) Contingent LiabilityEstimated amount of contracts remaining to be executed on capital account and not providedfor (net of advances) Rs. N I L /-. (P.Y. Rs. NIL).

22.7) Segment ReportingThe company's operations predominantly consist of construction activities. Hence there are noreportable segments under Accounting Standard - 17. During the year under report substantial partof the company's business has been carried out in the state of Maharashtra. The Conditions prevailingin Maharashtra being uniform, no separate geographical disclosures are considered necessary.

22.8) Employee BenefitsNo provision for gratuity payable is made as there is no eligible employee entitled to gratuity. Thereare no other dues payable to employees for which provision / payment has been made in booksof accounts including leave encashment dues etc.

22.9) Disclosure in respect of Related Parties pursuant to Accounting Standard 181) List of Related Parties (As identified by the Management)

i) Enterprises that directly or indirectly exercise control NIL

ii) Key Managerial Personnel and Enterprises(Having common Key Management Personnel or their relatives)

Key Management Personnel1 Shri Ishwarlal S. Jain Managing Director2 Shri Manish I. Jain Director3 Shri Pramod N. Mehta Director4 Shri Suganchand K. Raka Director5 Shri Ramvilas K. Rathi Director6 Shri Prashant J. Agrawal Director7 Shri Purushottam T. Wani Director

42

Relatives of Key Management Personnel1 Shri Amrish Jain (son of Shri Ishwarlal Jain)2 Mrs Pushpadevi Jain (wife of Shri Ishwarlal Jain)3 Mrs. Nitika Jain (wife of Shri Manish Jain)

Name of the Related PartyArya AutomobilesRajmal Lakhichand (Jalgaon)Rajmal Lakhichand & SonsArya ImpexManraj TravelsManraj ConstructionManraj Green GoldRajmal Lakhichand Jewellers (Pune)R.L.Commodities Pvt. Ltd.Manraj Jewellers Pvt. Ltd.R.L.Jewels Pvt. Ltd.Ajanta Health Resort Pvt. Ltd.R.L. Gold Pvt. Ltd.Rajmal Lakhichand Jewellers Pvt. Ltd.Manraj Motors Pvt. Ltd.Manavi Holdings Pvt. Ltd.Chatrapati Real Estate and Projects Pvt. Ltd.Precious Hallmarking Pvt, Ltd.

Proprietary Concern of Shri. I.S.JainRelationship

S/Shri. Ishwarlal S. Jain / Manish I. Jain andtheir relatives are partners / directors /shareholders in these firms / companies.

Enterprises having common Key Management Personnel (Associates)

2) During the year, the following transactions were carried out with the related parties in theordinary course of the business and at arms length price.

22.10) Earnings Per Share

22.11) Sales and Stock Particulars of Finished Goods.

22.12) Where changes in presentation are made, comparative figures for the previous year are re-grouped accordingly.

FOR N. S. DOSHI & CO.,Chartered Accountants

Jalgaon13th May, 2014.

(N.S. Doshi-Proprietor)M. No. 10212





Name of Related Party Nature of Transaction Paid (Rs.)Manraj Motors Pvt Ltd.Chhatrapati Real Estate andProjects Pvt. Ltd.Chhatrapati Real Estate andProjects Pvt. Ltd.Pradip N. Mehta

Vehicle RepairsTrade Advances

Rent

Purchase of Tenancy Rights

43,5479,57,53,066

4,200

85,00,000

ParticularsEarning for the YearNumber of Shares: Basic/ DilutedE P S : Basic/ Diluted

31.03.201368,56,98350,00,000

1.4

31.03.201468,61,48050,00,000

1.4

Particulars Sale Value (Rs.) Closing Inventory(Rs.) Opening Inventory(Rs.)Current YearPrevious Year

40,03,00056,30,000

99,73,3241,07,07,004

1,07,07,0041,30,26,711

AS PER OUR REPORT OF EVEN DATE.

43

PROXY FORMMANRAJ HOUSING FINANCE LIMITEDRegistered Office: 3, Pushpa Apartment,General Vaidya Chowk, Jalgaon.425002.

I / We …………………………………………………………………………...................Of ………………………………………………………………………………………….Being a Member / Members of MANRAJ HOUSING FINANCE LTD. JALGAON.Hereby appoint …........………………………………………………………………………….Of ……………………............…………………………………………………………………….Or failing him ………………......……………………………………………………………..Of …………………………………….........…………………………………………………….As my / our proxy to vote for my / our behalf , at the 24th Annual General MeetingOf the company to be held on Friday, the 26th day of September, 2014 at 3, PushpaApartment, General Vaidya Chowk, Jalgaon – 425 002. at 10.00 a.m. and at anyadjournment thereof.Signed this……………day of ……………….. 2014.

Signature(s) of Member(s)Across the Stamp

ATTENDANCE SLIPMANRAJ HOUSING FINANCE LIMITEDRegistered Office: 3, Pushpa Apartment,General Vaidya Chowk, Jalgaon.425002.

Please complete this attendance slip and hand it over at the entrance of the Meeting Hall.

Name of the Shareholder/ Proxy ………..........………………………………………………….Address ….……………….................………………………………………………………………..No. of Shares held……………………………..I / We hereby record my / our presence at the 24th Annual General Meeting of the companybeing held at 3, Pushpa Apartment, General Vaidya Chowk, Jalgaon - 425 002. onFriday, the 26th day of September, 2014 at 10.00 a.m.

Signature of the Shareholder / Proxy

* Strike out whichever is not applicable.

Note : The Proxy must be deposited with the Registered Office of the Company at 3, Pushpa Apartment,General Vaidya Chowk, JALGAON- 425 002. not less than 48 hours before the time for holding the meeting.

Please Affix1 Ree.

RevenueStampHere.

If undeliverd, Please R

eturn to

Manraj H

ousing Finance Limited

Adm

inistrative Office:

C/o. R

ajmal Lakhichand Jew

ellers,169, B

alaji Peth, JA

LGA

ON

- 425 001

To,

BO

OK

-PO

ST

24th - bseindia.com report to the members, manraj housing finance limited, 3 pushpa apartment,...

Documents