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Manraj Housing Finance Limited, Jalgaon.

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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 DirectorSau. Neetika Manish Jain DirectorShri. Purushottam T. Wani Director

Bankers :State Bank of India Secretarial Auditors :Axis Bank Ltd. Pavan Rathi and AssociatesICICI Bank Ltd. Company SecretariesJalgaon Peoples Co-op Bank Ltd. Office No. 2/2, Ganga CallidiumShri. Mahavir Sahakari Bank Ltd. Market Yard, PUNE - 411037

Cell : 91-9422324242E-mail : [email protected]

Registrar & Share Transfer Agents :Bigshare Services Private Limited.E - 2/3, Ansa Industrial Estate,Sakivihar Road, Sakinaka,Andheri (E) - MUMBAI - 400 072.Tel : 022 - 28470652, Fax : 022 - 28475207. E-mail : [email protected]

Auditors :N.S.Doshi & Co. Internal Auditors :Chartered Accountants Anurag H. MathruvaishyaNear G.S. High School Ground Chartered Accountants18, Visanji Nagar, Jalgaon - 425 001. 14, Pratap Nagar, Jalgaon - 425 001.Tel.: 0257-2225461 Tel.: 0257-2261725, Cell : 9422272725E-mail : [email protected] E-mail : [email protected]

Contents : Page No.Notice 02Directors' Report 06Annexure I To The Directors Report 11Annexure II To The Directors Report 17Report of the Directors on Corporate Governance 20Management Discussion & Analysis Report 27Auditors' Certification on Corporate Governance 30CEO / CFO Certification to the Board 31Auditors' Report 32Balance Sheet 37Profit and Loss Account 38Cash Flow Statement 39Notes to Financial Statement 1 to 23 40Proxy form 55


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NOTICE:Notice is hereby given that 25th Annual General Meeting of the members of Manraj Housing FinanceLimited will be held at 3, Pushpa Apartment, General Vaidya Chowk, Jalgaon – 425 002 on Saturday the26th Day of September, 2015 at 10.00 a.m. to transact with or without modification as may be permissiblethe following business.ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Statement of Profit and Loss Account for the yearended 31st March, 2015 and the Balance Sheet as at that date together with the Reports of theBoard of Directors and the Auditors thereon.

2. Appointment of AuditorsTo ratify the appointment of Statutory Auditors, to consider and, if thought fit, to passwith or without modification(s), the following resolution as an“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provi-sions, if any, of the Companies Act, 2013 and the Rules made thereunder, the appointment ofM/s. N. S. Doshi & Co, Chartered Accountants (Registration No. 102738W), as the StatutoryAuditors of the Company appointed in the Twenty-Fourth Annual General Meeting to hold officefor a period of three years from the conclusion of Twenty – Fourth Annual General Meeting(AGM) until the conclusion of the Twenty- Seventh Annual General Meeting of the Company onsuch remuneration as may be mutually decided, by the Board of Directors of the Company andthe Auditors, be and is hereby ratified.”

3. To appoint Director in place of Shri. Purushottam Wani who retires by rotation and being eligibleoffers himself for reappointment.

4. To appoint Director in place of Shri. Manish Jain who retires by rotation and being eligible offershimself for reappointment.

5. To appoint Director in place of Shri. Pramod Mehta who retires by rotation and being eligibleoffers himself for reappointment.

6. TO APPOINT MRS. NEETIKA MANISH JAIN AS THE DIRECTORTo consider and if thought fit to pass with or without modification, the following resolution as anORDINARY RESOLUTION:“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions ofthe Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 read with Schedule IV of the Companies Act, 2013, Mrs. Neetika Manish Jain (DIN- 00394934) who was appointed as an Additional Director of the Company by the Board ofDirectors w. e. f. 31st March,2015 in terms of section 161(1) of the Companies Act,2013 and theArticles of Association of the company and who holds office up to the date of this Annual GeneralMeeting and being eligible offer herself for appointment and in respect of whom the companyhas received a notice in writing under section 160 of the Companies Act, 2013 from a memberproposing her candidature for the office of director, be and is hereby appointed as a director ofthe company who shall liable to retire by rotation.”

SPECIAL BUSINESS:7. TO RE-APPOINT SHRI. ISHWARLAL SHANKARLAL JAIN AS THE CHAIRMAN AND MAN-

AGING DIRECTORTo consider and, if thought fit, to pass with or without modification(s) the following resolution asa Special Resolution:“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and any other applica-ble provisions of the Companies Act, 2013 and the rules made thereunder (including any statu-tory modification(s) or re-enactment thereof for the time being in force), read with Schedule V tothe Companies Act, 2013, the consent of the members of the Company be and is hereby ac-


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corded for the re-appointment of Shri. Ishwarlal Shankarlal Jain having DIN 00386348 and whoseterm of office is expiring on 30th September, 2015, as the Chairman and Managing Director(CMD) of the Company, for a period of Five years with effect from 1st October 2015. He shall notbe paid any remuneration, perquisites and other benefits, as recommended by the Nominationand Remuneration Committee and approved by the Board, the details of which are set out in theexplanatory statement annexed to the notice.RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all suchacts and take all such steps as may be necessary, proper or expedient to give effect to thisresolution without being required to seek any further consent or approval of the members orotherwise to the end and intent that it shall be deemed to have their approval thereto expresslyby the authority of this resolution.”

8. TO ADOPT NEW ARTICLES OF ASSOCIATIONTo consider and, if thought fit, to pass with or without modification(s) the following resolution asa Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 5(6), 14 and all other applicable provi-sions of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 (includ-ing any statutory modification(s) or re-enactment thereof, for the time being in force), the con-sent of the Members be and is hereby accorded for the adoption of new set of Articles of Asso-ciation of the Company, in substitution for, and to the entire exclusion of the regulations con-tained in the existing Articles of Association of the Company.RESOLVED FURTHER THAT Shri. Ishwarlal Shankarlal Jain, Chairman and Managing Direc-tor, be and is hereby severally authorized to do all necessary acts, deeds and things, which maybe usual, expedient or proper to give effect to the above resolution.”

9. TO INCREASE BORROWING LIMITSTo consider and, if thought fit, to pass with or without modification(s) the following resolution asa Special Resolution:“RESOLVED THAT pursuant to applicable provisions of Section 180(1)(c) of the CompaniesAct, 2013 and other applicable provisions, if any, Consent of the members be and is herebyaccorded, to borrow from time to time any sum or sums of moneys which together with themoneys already borrowed by the Company (apart from temporary loans obtained from the bankersof the Company in ordinary course of business) shall not exceed in the aggregate at any onetime, Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) irrespective of the fact that suchaggregate amount of borrowing outstanding at any one time may exceed the aggregate for thetime being of the paid-up capital of the Company and its free reserves, that is to say, reservesnot set apart for any specific purpose.”RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all suchacts and take all such steps as may be necessary, proper or expedient to give effect to thisresolution without being required to seek any further consent or approval of the members orotherwise to the end and intent that it shall be deemed to have their approval thereto expresslyby the authority of this resolution.”

By Order of the Board ofPlace: Jalgaon MANRAJ HOUSING FINANCE LTDDate:30th May 2015

Registered Office Sd/-3, Pushpa Apartment, ISHWARLAL S. JAINGeneral Vaidya Chowk, Chairman and Managing DirectorJalgaon – 425 002 DIN: 00386348


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NOTES:1. Explanatory Statement as required under Section 102 of the Companies Act, 2013 in respect of the

Special Business is annexed hereto.2. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a

proxy to attend and vote in the meeting instead of himself / herself and the proxy need not bea member of the company. The instrument appointing the proxy in order to be effective, mustbe deposited at the registered office of the company not less than 48 hours before the com-mencement of the meeting. Members/ proxies should bring their duly filled attendance slipattached herewith to attend the meeting.

3. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in aggregate notmore than 10 (ten) percent of the total share capital of the Company. A proxy form is sent herewith.Proxies submitted on behalf of the companies, societies, etc., must be supported by an appropriateresolution/authority, as applicable.

4. Corporate Members intending to send their authorized representatives to attend the Meeting pursu-ant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certifiedcopy of the relevant Board Resolution together with their respective specimen signatures authorizingtheir representative(s) to attend and vote on their behalf at the Meeting.

5. Members are requested to kindly bring their copy of the Annual Report and Attendance slip with themat the Annual General Meeting, as no extra copy of Annual Report would be made available at theAnnual General Meeting and to quote their Folio Numbers in all correspondence.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order ofnames will be entitled to vote at the Meeting

7. The Register of Members and Share Transfer Register of the Company will remain closed fromFriday, 18th September, 2015 to Saturday, 26th September, 2015 (both days inclusive).

8. The brief profile of the Directors proposed to be re-appointed is given in the section “Report onCorporate Governance” of the Annual Report.

9. All documents referred to in the Notice or in the accompanying Explanatory Statement are availablefor inspection by the members at the Registered Office of the Company on all working days, exceptSaturdays, Sundays and public holidays, between 10.00 a.m. to 1.00 p.m. prior to the date of theAnnual General Meeting and also available for inspection at the meeting.

10. The shares of the Company are at present listed with Bombay Stock Exchange Limited. The listingfee for the year 2015-2016 is paid before the due date. Pursuant to Section 72 of the Companies Act,2013 read with the Companies (Share Capital and Debentures) Rules, 2014, members are entitledto make a nomination in respect of shares held by them in physical form. Shareholders desirous ofmaking a nomination are requested to send their requests in Form No. SH-13 in duplicate (which willbe made available on request) to the Registrar and Share Transfer Agent of the Company.

11. Members are requested to inform change in address or bank mandate to their respective depositoryparticipants with whom they are maintaining their demat accounts and with the Registrar and Trans-fer Agent i.e. Bigshare Services Private Limited or the Company Secretary of the Company for theshares held in physical form by a written request duly signed by the member for receiving all commu-nication in future.

12. Members desiring any information relating to the accounts are requested to write to the Company atleast 10 days before the meeting so as to enable the management to keep the information availableat the meeting.


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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 allmaterial facts relating to the business mentioned under Item Nos. 2 of the accompanying Notice:Item no. 7As per the first proviso to Section 203 (1) of the Companies Act, 2013, an individual can be appointed or re-appointed as the Chairperson and the Managing Director of the Company, if the Company is not engaged inthe multiple businesses.In view of the above and on the recommendation of Nomination and Remuneration Committee, the Board ofDirectors at its meeting held on 9th May, 2015 have re-appointed Shri. Ishwarlal Shankarlal Jain as the Chair-man and Managing Director of the Company, for a period of Five years effective from 01st October 2015,subject to the approval of members vide Special Resolution at the Annual General Meeting, He shall not bepaid any remuneration including salary, perquisites, allowances etc. and on the terms and conditions as laiddown hereinafter.The Board of Directors has fixed the following remuneration on recommendation of Nomination and Remu-neration Committee to be paid to the Chairman and Managing Director with power to make such variationtherein, as may be thought fit, as may be deem fit, from time to time but within the ceiling laid down in ScheduleV of the Companies Act, 2013 or any Statutory amendment or relaxation thereof:Item no. 8The existing Articles of Association (AoA) of the Company are based on the Companies Act, 1956 and severalregulations in the existing AoA contain reference to the Sections of the Companies Act, 1956 and some regu-lations in the existing AoA are no longer in conformity with the Companies Act, 2013. With the enactment of theCompanies Act, 2013, several regulations of the existing AoA of the Company require alteration and/or dele-tion. Given this position, it is considered expedient to wholly replace the existing AoA by a new set of AoA. Thedraft AoA shall be open for inspection by the members at the Registered Office of the Company on all workingdays (except Saturdays, Sundays and public holidays) between 11.00 a.m. to 1.00 p.m. upto the date of thisAnnual General Meeting.None of the Directors or Key Managerial Personnel of the Company or their respective relatives is concernedor interested in the said resolution.Item no. 9As per Section 180 (1) (c) of the Companies Act, 2013, borrowings (apart from temporary loans obtained fromthe Company’s bankers in ordinary course of business) by the Company beyond the aggregate of the paid upcapital of the company and its free reserve requires approval from the shareholders of the Company.The shareholders of the Company had by an ordinary resolution passed in Annual General Meeting andauthorized the Board of Directors to borrow monies (apart from temporary loans obtained or to be obtainedfrom the Company’s bankers in the ordinary course of business) from time to time on behalf of the Company,for the business of the company.However, keeping in view of enhanced requirement of loan and also the legal requirement that Section 180(1)of the Companies Act, 2013 provides that the Board of Directors of a company shall exercise the said poweronly with the consent of the Company by a special resolution.Hence, the Special Resolution at Item No. 9 for authorizing the Board of Directors to borrow monies (apartfrom temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of busi-ness) from time to time on behalf of the Company not exceeding Rs. 25 crores is intended for this purpose.The Directors recommends the resolution for members’ approval as a Special Resolution.None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested,Financially or otherwise in this resolution.Place: Jalgaon By Order of the Board ofDate:30th May 2015 MANRAJ HOUSING FINANCE LTD

Registered Office Sd/-3, Pushpa Apartment, ISHWARLAL S. JAINGeneral Vaidya Chowk, Chairman and Managing DirectorJalgaon – 425 002 DIN - 00386348


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Directors' Report

To,The Members,MANRAJ HOUSING FINANCE LIMITEDPUSHPA APARTMENTSGENERALVAIDYA CHOWKJALGAON - 425002.

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of theCompany and the accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANYParticulars 2014-2015 2013-14Gross Income 13,05,744.00 2,68,42,066.00Profit Before Interest and Depreciation (1494669.00) 22809350.00Finance Charges 73,931.00 1,24,92,239.00Gross Profit -15,68,600.00 10317111.00Provision for Depreciation - 4,735.00Net Profit Before Tax -15,68,600.00 1,03,12,376.00Provision for Tax -2,89,155.00 34,50,897.00Net Profit After Tax -12,79,445.00 68,61,479.00Balance of Profit brought forward -12,79,445.00 68,61,479.00Balance available for appropriation -12,79,445.00 68,61,479.00Proposed Dividend on Equity Shares - -Tax on proposed Dividend - -Transfer to General Reserve - 20,00,000.00Surplus carried to Balance Sheet -12,79,445.00 48,61,479 .00

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OFCOMPANY’S AFFAIR

Company is engaged in construction and Housing Finance related activities. During the year underconsideration the company has achieved a gross income of turnover of Rs.13.05 lacs. Aftercharging all expenses, the company has incurred loss of Rs.12.79 Lacs as against Rs.68.61 Lacsprofit in the preceding year. Company’s business has a tremendous downfall due to adverse andcompetitive market conditions and overall slowdown in real estate and construction industry. YourDirectors are optimistic that on the basis of inquiries generated and seriousness demonstrated bythe government for the development of housing and infrastructure industry, would show an incre-mental growth in Companies Business in near future.3. DIVIDENDThe company has not earned profits from its business operations during the current year andto conserve the resources your Directors are not recommending payment of any dividend tothe shareholders.


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4. TRANSFER TO RESERVESThe company has not earned profits from its business operations during the current year andto Looking at the current financial position of the company Directors are not recommendingany transfer to General Reserves out of the amount available for appropriation if any.5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

· Reappointment of Managing director –Shri. Ishwarlal Shankarlal Jain, Chairman & Managing Director of the company whoseterm is expiring on 30th September 2015 is being eligible to offer himself for reappoint-ment as Managing Director for the period of Five Year i.e. Form 1st October 2015 to 30thSeptember 2021. His candidature for Appointment as Managing Director of the Companyis recommended both by the Nomination and Remuneration Committee and by the Boardof Directors. Approval for his appointment has been sought from the Members of theCompany

· Appointment of DirectorAs per the amended provisions of listing agreement and pursuant to section 149 of theCompanies Act, 2013 every listed company should have a woman director on its boardtherefore, the Board of Directors at their meeting held on 31.03.2015 co-opted Mrs.Neetika Manish Jain (DIN:00394934) on the Board as Additional Director (Non-Executive)as per section 161 of the Company Act, 2013 her tenure of office expires at the ensuingAnnual General Meeting, being eligible, offer herself for reappointment. Her candidaturefor Appointment as women director is recommended both by the Nomination and Remu-neration Committee and by the Board of Directors. Approval for her appointment has beensought from the Members of the Company.

· Resignation of DirectorDuring the year, Mr. Prashant Jugalkishor Agrawal Independent Director has resignedw.e.f. 11/11/2014 due to preoccupation.

· Directors retire by rotationMr. Purushottam Wani, Mr. Manish Jain and Mr. Pramod Mehta, Directors who are liableto retire by rotation has been retiring at the forthcoming Annual General Meeting andbeing eligible, offer themselves for reappointment.

Brief resume of the Directors seeking Appointment, reappointment and nature of their expertise inspecific functional areas, names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Corporate Governance Report.6. PARTICULARS OF EMPLOYEESThe information required pursuant to Section 197 read with Rule, 5 of The Companies (Appoint-ment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of theCompany, is provided in the Corporate Governance Report.7. MEETINGSA calendar of Meetings is prepared and circulated in advance to the Directors. During the yearunder review 9(Nine) Board Meetings and 6(Six) Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act, 2013.8. BOARD EVALUATIONPursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement,the Board has carried out an annual performance evaluation of its own performance, the directorsindividually as well as the evaluation of the working of its Audit, Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.


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9. REMUNERATION POLICYThe Board has, on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors, Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.MANAGERIAL REMUNERATION:The Company has not paid any remuneration, sitting Fees or Commission to any of its KMPs orDirectors during the financial year10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIESThe company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant to sub-section (3) of section 129 of the Act. Hence the board has nothing to report on the same.11. AUDITORS:The Auditors, M/s. N S Doshi & Co., Chartered Accountants, Jalgaon retire at the ensuing AnnualGeneral Meeting and, being eligible to offer themselves for reappointment for a period of Twoyears from the conclusion of this Annual General Meeting [AGM] till the conclusion of 2017 AGM.12. AUDITORS’ REPORTThe Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarksin their report are self-explanatory and do not call for any further comments.13. EXTRACT OF ANNUAL RETURN:As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part ofthis Annual Report as ANNEXURE I .14. SECRETARIAL AUDIT REPORT In terms of Section 204 of the Act and Rules made there under, M/s. Pavan Rathi & Associates,Practicing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.15. INTERNAL AUDIT & CONTROLSThe Company continues to engage Anurag H. Mathurvaishya, Chartered Accountants, Jalgaon asits Internal Auditor. During the year, the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company, review of operational efficiency, effective-ness of systems and processes, and assessing the internal control strengths in all areas. InternalAuditors findings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency in operations.16. VIGIL MECHANISM :In pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, a VigilMechanism for directors and employees to report genuine concerns has been established. TheVigil Mechanism Policy has been updated on the office board of the company.17. RISK MANAGEMENT POLICYA statement indicating development and implementation of a risk management policy for theCompany including identification therein of elements of risk, if any, this in the opinion of the Boardmay threaten the existence of the company.18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’SOPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators / Courts which would impactthe going concern status of the Company and its future operations.


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19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has no Internal Control System, commensurate with the size of its operations. TheInternal Auditor monitors and evaluates the efficacy and adequacy of internal control system in theCompany, its compliance with operating systems, accounting procedures and policies of the Com-pany. Based on the report, corrective action, significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.The Board in its meeting held on 08thDecember, 2014 approved a Risk Management Policy.20. DEPOSITSThe Company has not accepted any Deposit covered under Section 73 of the Companies Act,2013 and The Companies (Acceptance of Deposit) Rules, 201421. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act, 2013 are given in the notes to the Financial Statements.22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:The particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certainarm’s length transactions under third proviso thereto as stated in Notes attached to the FinancialStatement.23. CORPORATE GOVERNANCE CERTIFICATEThe Compliance certificate from the auditors regarding compliance of conditions of corporategovernance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.24. MANAGEMENT DISCUSSION AND ANALYSISThe Management Discussion and Analysis forms part of this Annual Report for the year ended31st tMarch, 2015.25. STATUTORY DISCLOSURESIn terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Com-panies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars ofthe employees are set out in the annexure to the Directors’ Report. However, as per the provi-sions of Section 219 (b) (IV) of the said Act read with Clause 32 of the Listing Agreement, theAnnual Report excluding the aforesaid information is being sent to all the members of the Com-pany and others entitled thereto. Any member interested in obtaining such particulars may writeto the Company at the registered office of the Company.26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK-

PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013In order to prevent sexual harassment of women at work place a new act The Sexual Harassmentof Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on9th December, 2013. Under the said Act every company is required to set up an Internal Com-plaints Committee to look into complaints relating to sexual harassment at work place of anywomen employee.Company has adopted a policy for prevention of Sexual Harassment of Women at workplace andhas set up Committee for implementation of said policy. During the year Company has not re-ceived any complaint of harassment.27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGOInformation relating to Conservation of Energy, Technology absorption etc pursuant to Section134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules,2014 is not provided as the same is not applicable to the Company.Foreign Exchange earnings and outgo are NIL


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28. CORPORATE SOCIAL RESPONSIBILITY (CSR) As required u/s 135 of the Companies Act, 2013 and rules there under are not applicable to thecompany. Hence the Board has not constituted the committee &Policy for implementing the Cor-porate Social Responsibility (CSR).29. HUMAN RESOURCESYour Company treats its “human resources” as one of its most important assets.Your Company continuously invests in attraction, retention and development of talent on an on-going basis. A number of programs that provide focused people attention are currently underway.Your Company thrust is on the promotion of talent internally through job rotation and job enlarge-ment.30. DIRECTORS’ RESPONSIBILITY STATEMENTThe Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134of the Companies Act, 2013, shall state that—

a) in the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate ac-counting records in accordance with the provisions of this Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; ande) The directors, in the case of a listed company, had laid down internal financial controls

to be followed by the company and that such internal financial controls are adequate andwere operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUNDYour Company did not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Education andProtection Fund (IEPF).32. LISTING WITH STOCK EXCHANGES:The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE where the Company’s Shares are listed.33. ACKNOWLEDGEMENTSThe Directors wish to place on record their appreciation for the continued support and co-opera-tion by Bankers, Customers, Business Associates and to the Shareholders and Investors for theconfidence reposed in the Company’s management. The Directors also convey their appreciationto the employees at all levels for their dedicated services, efforts and collective contribution.

For and on behalf of the Board of DirectorsOf Manraj Housing Finance Limited

Place: JalgaonIshwarlal Shankarlal Jain

Date:30th May 2015 Chairman & Managing DirectorDIN: 00386348


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ANNEXURE I TO THE DIRECTORS’ REPORTFORM MGT 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

1. Corporate Identification Number L65922MH1990PLC0550002. Registration Date 11th January 19903. Name of the Company Manraj Housing Finance Limited4. Category /Sub-Category of the Company Company Limited by Shares5. Address of the Register Office Pushpa Apartments, General Vaidya Chowk,

Jalgaon-4250026. Contact Details Tel No: 0257-2226681-82-83

Fax : 0257-22264827. Email ID [email protected]. Whether Listed on Stock Exchange Yes9. Name, Address and Contact details of Registrar Bigshare Services Private Limited

and Transfer Agent, if any E/2, Ansa Ind. Estate, SakhiVihar Raod,Sakinaka, Andheri (East), Mumbai-400072.Ph. No. 022-28470652Fax. No.: 022-28475207Email: [email protected]

SR.NO. DETAILSPARTICULARS

II. PRINCIPLE BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

1. Construction and Related Activity 6810 Nil2. Housing Finance Activity 6492 Nil

SR.NO. % TO TOTALTURNOVER OFTHE COMPANY

NIC CODE OF THEPRODUCT/ SERVICE

NAME AND DESCRIPTION OF MAINPRODUCTS/ SERVICES

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:-

SR.NO. APPLICABLESECTION

HOLDING/SUBSIDIARY/ASSOCIATE

NAME & ADDRESSOF THE COMPANY

1. - - - - -2. - - - - -3. - - - - -

CIN/GLN % OFSHARES

HELD


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IV. SHARE HOLDING PATTERN(Equity Shares Breakup as percentage of Total Equity)

i) CATEGORY-WISE SHARE HOLDINGCategory of

Shareholders

A. Promoter(1) IndividualIndividual/HUF 0 3141300 3141300 62.8260 0 3141300 3141300 62.8260 0.00Central Govt. 0 0 0 0 0 0 0 0 0.00State Govt.(s) 0 0 0 0 0 0 0 0 0.00Bodies 0 0 0 0 0 0 0 0 0.00CorporateBank/FI 0 0 0 0 0 0 0 0 0.00Any Other 0 0 0 0 0 0 0 0 0.00Sub Total(A)(1) 0 3141300 3141300 62.8260 0 3141300 3141300 62.8260 0.00(2) ForeignNRI Individual 0 0 0 0 0 0 0 0 0.00Other Individual 0 0 0 0 0 0 0 0 0.00Bodies Corporate 0 0 0 0 0 0 0 0 0.00Bank/FI 0 0 0 0 0 0 0 0 0.00Any Other 0 0 0 0 0 0 0 0 0.00Sub Total(A)(2) 0 0 0 0 0 0 0 0 0.00Total 0 3141300 3141300 62.8260 0 3141300 3141300 62.8260 0.00Shareholdingof Promoter(A)(1) + (A)(2)B. PublicShareholding(1) Institution-sMutual Fund 0 0 0 0 0 0 0 0 0.00Banks/FI 0 0 0 0 0 0 0 0 0.00Central Govt. 0 0 0 0 0 0 0 0 0.00State Govt.(s) 0 0 0 0 0 0 0 0 0.00Venture 0 0 0 0 0 0 0 0 0.00Capital FundInsurance 0 0 0 0 0 0 0 0 0.00CompaniesFII’s 0 0 0 0 0 0 0 0 0.00Foreign Venture 0 0 0 0 0 0 0 0 0.00Capital FundsOther (Specify) 0 0 0 0 0 0 0 0 0.00Sub Total(B)(1) 0 0 0 0 0 0 0 0 0.00(2) NonInstitutions

Demat % ofTotal

Shares

TotalPhysicalDemat% ofTotal

Shares

TotalPhysical

% ofChange

during theYear

No. of Shares held at the End of theYeari.e. 31.03.2014

No. of Shares held at the Beginning ofthe Year i.e. 01.04.2014


13

a. BodiesCorporatei) Indian 358300 7600 365900 7.3180 351890 7600 359490 7.1898 0.1282ii) Overseas 0 0 0 0 0 0 0 0 0.00b. Individualsi) Individual 80260 368000 448260 8.9652 87570 367100 454670 9.0934 0.1282ShareholderHolding nominalshare capital upto Rs. 1 Lacsii) Individual 1044340 - 1044340 20.8868 1044340 - 1044340 20.8868 0.00Shareholder Holdingnominal sharecapital in excessof Rs. 1 Lacsiii) Other 0 200 200 0.0040 0 200 200 0.0040 0.00(Specify) EmployeeSub Total 1482900 375800 1858700 37.1740 1483800 374900 1858700 37.1740 0.00(B)(2)C. Shares held 0 0 0 0 0 0 0 0 0.00by custodianfor GDRs& ADRsD. Grand 1482900 3517100 5000000 100.00 1483800 3151600 5000000 100.00 0.00Total(A+B+C)

ii) SHAREHOLDING OF PROMOTORS

1. ISHWARLAL S JAIN 645400 12.908 - 645400 12.908 - -2. AMRISH I JAIN 526600 10.532 - 526600 10.532 - -3. MANMAL R LALWANI 462000 9.24 - 462000 9.24 - -4. NITIKA MANISH JAIN 432400 8.648 - 432400 8.648 - -5. MANISH I JAIN 427700 8.554 - 427700 8.554 - -6. PUSHPADEVI I JAIN 353300 7.066 - 353300 7.066 - -7. RUCHI AMRISH JAIN 261500 5.23 - 261500 5.23 - -8. MANALI BOTHRA 27600 0.552 - 27600 0.552 - -9. UPENDRAKUMAR S BOTHRA 3100 0.062 - 3100 0.062 - -10. MINAL U JAIN 1500 0.03 - 1500 0.03 - -11. TARADEVI N MEHTA 100 0.002 - 100 0.002 - -12. NAGINCHAND N MEHTA 100 0.002 - 100 0.002 - -

Total 3141300 62.83 - 3141300 62.83 - -

No. ofShares

Sr.No.

Shareholding at the endof the Year

Shareholding at the beginningof the Year

Shareholder’s Name % changeinshare-holding

during theyear

% of totalshares of

theCompany

% of

No. ofShares

% ofshares

pledged/encumbered

to totalshares

% of totalshares of

theCompany

sharespledged/

encumberedto totalshares


14

iii) CHANGE IN PROMOTER’S SHAREHOLDING (PLEASE SPECIFY IF THERE IS NOCHANGE)

Sr.No.

1. At the Beginning of the Year 3141300 62.82602. Date wise Increase/ Decrease in Promoters - -

share Holding during the year specifyingthe reasons for Increase/ Decrease

3. At the End of the Year 3141300 62.8260

Shareholding at theBeginning of the Year

% of totalshares of the

Company

No. of Shares% of totalshares of the

Company

No. of Shares

Cumulative Shareholdingduring the Year

iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS(OTHER THANDIRECTORS, PROMOTERS AND HOLDERS OF GDRS AND ADRS) :

v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sr.No.

1. RAJMAL LAKHICHAND JEWELLERS PRIVATE 351500 7.0300 - -2. PUKHRAJ PRITHVIRAJ JAIN 234800 4.6960 - -3. CHANDANMAL PUKHRAJ JAIN 234600 4.6920 - -4. SATISH INDARCHAND REDASANI 220200 4.4040 - -5. SUDHAKAR DAMODAR SONAWANE 63200 1.2640 - -6. MAHAVIR VASANT JAIN 53700 1.0740 - -7. NITIN DIGAMBAR CHAUDHARI 46300 0.9260 - -8. LAXMAN GOVINDA MALI 44800 0.8960 - -9. MANOJ PANDIT PATIL 40000 0.8000 - -10. RAJKUMAR R BIRARI 35300 0.7060 - -

Total 1359500 27.19 - -

Name of the Top 10Shareholders



Company

No.of Shares% of totalshares of the

Company

No.of Shares


Sr.No.

1. Ishwarlal S. Jain 645400 12.908 - -2. Manish I. Jain 427700 8.554 - -3. Pramod N. Mehta 500 0.01 - -4. Suganchand K. Raka 2,500 0.055. RamvilasRathi 1,000 0.026. PurushottamWani 200 0.0047. Neetika Manish Jain 432400 8.648

Total 1509700 30.194

Shareholding of the Directorand KMP



Company

No. of Shares% of totalshares of the

Company

No. of Shares



15

V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due forpayment

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:Sr.No.

1. Gross salary 0 0 0 0(a) Salary as per provisions contained in 0 0 0 0

section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s17(2) 0 0 0 0

Income-tax Act, 1961(c) Profits in lieu of salary under 0 0 0 0

section 17(3) Income Tax Act, 19612. Stock Option 0 0 0 03. Sweat Equity 0 0 0 04. Commission 0 0 0 0

- as % of profit 0 0 0 0- Other (s), specify… 0 0 0 0

5. Others, please specify 0 0 0 0Total (A) 0 0 0 0Ceiling as per the Act 0 0 0 0

Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

IshwarlalShankarlalLalwani

Indebtedness at the beginning 0.00of the financialYeari) Principal Amount 8,58,78,711.30 0.00ii) Interest due but not paid 0.00 0.00iii) Interest accrued but not due 0.00 0.00Total (i+ii+iii) 8,58,78,711.30 0.00Change in Indebtednessduring the 1,71,56,870.00 0.00financial year· Addition 1,71,56,870.00 0.00· Reduction 0.00 0.00Net Change 0.00Indebtedness at the end of the 10,30,35,581.00 0.00financial yeari) Principal Amount 10,30,35,581.00 0.00ii) Interest due but not paid 0.00 0.00iii) Interest accrued but notDue 0.00 0.00Total (i+ii+iii) 10,30,35,581.00 0.00

TotalIndebtedness

DepositsUnsecuredLoans

Secured LoansexcludingDeposits

B. Remuneration to other Director:


16

C. Remuneration to key managerial personnel other than MD/ Manager/ WTD:

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Sr.No.

1. Gross salary 0 0 0 0(a) Salary as per provisions contained in 0 0 0 0

section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) 0 0 0 0

Income-tax Act, 1961(c) Profits in lieu of salary under section 0 0 0 0

17(3) Income-tax Act, 19612. Stock Option 0 0 0 03. Sweat Equity 0 0 0 04. Commission 0 0 0 0

- as % of profit 0 0 0 0- Others specify… 0 0 0 0

5. Others, please specify 0 0 0 0Total 0 0 0 0

Particulars of Remuneration Key Managerial PersonnelCEO Company

SecretaryCEO Total

Type Appealmade, ifany(Give Details)

Authority[RD /NCLT/ COURT]

Details of Penalty/Punishment/

Compoundingfeesimposed

BriefDescription

Section of theCompanies Act

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORSPenaltyPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding

Sr.No.1. Independent Director Suganchand Raka Ramvilas Rathi Purshottam Wani 0· Fee for attending board / 0 0 0 0 0

committee meetings· Commission 0 0 0 0 0· Others, please specify 0 0 0 0 0= Total (1) 0 0 0 0 02. Other Non-ExecutiveDirectors Manish Jain Pramod Mehta Neetika Jain· Fee for attending board / 0 0 0 0 0

committee meetings· Commission 0 0 0 0 0· Others, please specify 0 0 0 0 0= Total (2) 0 0 0 0 0= Total (B) = (1+2) 0 0 0 0 0

Total Managerial Remuneration 0 0 0 0 0Overall Ceiling as per the Act 0 0 0 0 0

Particulars of Remuneration Name of Director TotalAmount


17

ANNEXURE II TO THE DIRECTORS’ REPORTFORM NO. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31st March 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Manraj Housing Finance LimitedPUSHPA APARTMENTSGENERALVAIDYA CHOWKJALGAON - 425002

I/We have conducted the secretarial audit of the compliance of applicable statutory provisions andthe adherence to good corporate practices byMANRAJ HOUSING FINANCE LIMITED .hereinafter calledthe company.

Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluatingthe corporate conducts/statutory compliances and expressing my opinion thereon.Based on my verification of the MANRAJ HOUSING FINANCE LIMITED books, papers, minute books,forms and returns filed and other records maintained by the company and also the information providedby the Company, its officers, agents and authorized representatives during the conduct of secretarialaudit, I hereby report that in my opinion, the company has, during the audit period covering the financialyear ended on 31/03/2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent,in the mannerand subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records main-tained by MANRAJ HOUSING FINANCE LIMITED for the financial year ended on 31st March 2015according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder

to the extent of Foreign Direct Investment, Overseas Direct Investment and External Com-mercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regula-

tions, 1992;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements)Regulations, 2009;(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999;(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;(f) The Securities and Exchange Board of India (Registrars to an Issue andShareTransfer

Agents) Regulations, 1993 regarding the Companies Act anddealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,


18

2009;And(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Labour Laws and other incidental laws related to labour and employees appointed by theCompany either on its payroll or on contractual basis related to Salary & Wages, Bonus,Gratuity, Provident Fund, ESIC, Compensation etc.

(vii) Labour Welfare Act of respective states.(viii) Acts prescribed under Direct Tax and Indirect Tax Laws by the Central and respective State

Governments.(ix) Land Revenue Laws of respective states.(x) Indian Contract Act, 1872.(xi) Transfer of Property Act, 1882.(xii) Indian Stamp Act, 1999.(xiii) Negotiable Instruments Act, 1881.(xiv) Local laws as applicable to various offices and Premises of the Company.I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) The Listing Agreements entered into by the Company with Bombay Stock

Exchange Stock Exchange(s), if applicable;During the period under review the Company has complied with the provisions of the Act,

Rules,Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:I further report that, The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors, Non-Executive Directors and Independent Directors. The changes in the composi-tion of the Board of Directors that took place during the period under review were carried out in compli-ance with the provisions of the Act.Adequate notice is given to all directors to schedule the Board Meet-ings, agenda and detailed notes on agenda were sent at least seven days in advance, and a systemexists for seeking and obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting. Majority decision is carried through while thedissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate withthe size and operations of the company to monitor and ensure compliance with applicable laws,rules,regulations and guidelines.

I/we further report that during the audit period the company has.Apart from above, there were noinstances of:

(i) Public/Right/Preferential issue of shares / debentures/sweat equity, etc.(ii) Redemption / buy-back of securities.(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013.(iv) Merger / amalgamation / reconstruction, etc.(v) Foreign technical collaborations.

For Pavan Rathi & AssociatesCompany Secretaries

Sd/-Pavan RathiProprietor(M. NO. 30210, CP. 10900)

Date: PunePlace: 25/05/2015


19

ANNEXURE A

To,Manraj Housing Finance LimitedPUSHPA APARTMENTSGENERALVAIDYA CHOWKJALGAON - 425002

Our report of even date is to be read along with this letter,1. Maintenance of secretarial record is the responsibility of the Management of the Company. My

responsibility is to express an opinion on these secretarial records based on our audit.2. I have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. I believe thatthe processes and practices, I followedprovide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of ac-counts of theCompany.

4. Wherever required, I have obtained the Management representation about the compliance oflaws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of management. My examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to future viability of the Company nor ofthe efficacyor effectiveness with which the management has conducted the affairs of the Com-pany.

For Pavan Rathi & AssociatesCompany Secretaries

Sd/-Pavan RathiProprietor(M. NO. 30210, CP. 10900)

Date: PunePlace: 25/05/2015


20

REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF 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 fair and transparentgovernance practices. It is the desire of the Management to institutionalize the “Framework ofCorporate Governance and Code of Practices.” The Management believes in leveraging the resourcesto translate dreams in to realities. During the year, the company has fine-tuned it governance andcorporate practices in line with revised clause 49 of the listing agreement.

Your company continues to follow procedures and practices in conformity with the code ofCorporate Governance as enunciated in the Listing Agreement. In keeping with the spirit of theCode, your Board constituted Committees such as an Audit Committee, Nomination and RemunerationCommittee, Share Transfer Committee and Shareholders/Investors Grievance Committee. Detailsof the implementation of the Code follow in the paragraphs below.

BOARD OF DIRECTORSYour Board of Directors monitors Company performance, closely watches the performance of

the Management, approves and reviews strategy, and, through its various Committees, evaluatesmanagement. Your Board ensures legal and ethical conduct and accurate financial reporting. Itholds itself accountable not only to the shareholders, but also to other stakeholders.LIST OF BOARD OF DIRECTORS AS ON 31ST March 2015

The company has seven Directors out of which three are non- executive Independent 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 of theBoard 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 the interestsof the Company at large.

Mr. Prashant J. Agrawal has resigned from the Directorship of Manraj Housing Finance Limitedon 11th November 2014 due to pre-occupation.

Mrs. Neetika Manish Jain has been appointed as additional Director of Manraj HousingFinance Ltd. on 31st March 2015.

Sr. No. Name of director Designation1. Mr. Ishwarlal S. Jain Chairman & Managing Director2. Mr. Manish I. Jain Director3. Mr. Pramod N. Mehta Director4. Mr. Suganchand K. Raka Director5. Mr. Ramvilas Rathi Director6. Mr. Purushottam Wani Director7. Mrs. Neetika Manish Jain Additional Director


21

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

@ The Directorship held by directors as mentioned above excludes directorship in Manraj HousingFinance Limited & excluding directorships of Private limited Companies.

@@ Committees considered are Audit Committee and Stakeholders Relationship Committee excludingin Manraj Housing Finance Limited

During the financial year 2014-15, 9 (Nine) Board Meetings were held on the during the periodfrom 1st April, 2014 to 31st March, 2015 on the following dates: 29th April 2014, 13th May 2014,15th June 2014, 31st July 2014, 31st October 2014, 11th November 2014, 08th December 2014, 31st

January 2015, and 31st March 2015 and the gap between two meetings did not exceed OneHundred Twenty Days and the Director’s attendance at the Board Meetings during the period andat last Annual General Meeting are given below:

BOARD PROCEDURETo enable the Board discharge its responsibilities effectively, a detailed Agenda folder is sent

to each Director in advance of Board and Committee meetings. The Managing Director briefs the

THE CONSTITUTION OF THE BOARD AS ON 31ST MARCH 2015

Name of Director No. of Board Meetings Attended Attendance At Last AGMIshwarlal Jain 07 YesManish Jain 02 YesPramodkumar Mehta 08 YesSuganchand Raka 09 YesRamvilas Rathi 08 YesPrashant Agrawal 05 YesPurushottam Wani 09 YesNeetika Manish Jain 00 --

1. Ishwarlal Jain NI-E NIL NIL NIL NIL2. Manish Jain NI-NE NIL NIL NIL NIL3. Pramod Mehta NI-NE NIL NIL NIL NIL4. Suganchand Raka IND-NE NIL NIL NIL NIL5. Ramvilas Rathi IND-NE NIL NIL NIL NIL6. Prashant Agrawal IND-NE NIL NIL NIL NIL

(Resigned on 11/11/2014)7. Purushottam Wani IND-NE NIL NIL NIL NIL8. Neetika Manish Jain NI-NE NIL NIL NIL NIL

(Appointed on 31/03/2015)

Sr.No

ChairmanMemberChairmanMember

No Of Committees @@Number Of Directorships@

CategoryName Of Director


22

Board at every meeting on the overall company performance and progress. A detailed functionalreport is also placed at every Board Meeting. The functions performed by the Board include reviewsof:

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

DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENTMrs. Neetika Manish Jain was appointed as Additional Director on the board of the company

whose term is expiring in the forthcoming Annual General Meeting and being eligible to offer herselffor appointment as director.

Mr. Ishwarlal Shankarlal Lalwani (Jain) retired from the forthcoming Annual general Meetingas Managing Director of the Company is eligible for the reappointed as a Managing Director

Mr. Manish Ishwarlal Jain Lalwani (Non Independent Executive Director), Mr. Purushottam Waniand Mr. Pramodkumar Mehta (Non Independent Non Executive Director) directors of the companyretired by rotation in the Annual General Meeting, they are eligible for appoint as a directors ofthe company. Board of directors considered about their reappointment. Details profile of directorswho are reappointed as follows.

1. Name of Director Ishwarlal Shankarlal Lalwani (Jain) Neetika Manish Jain2. Date of Birth 21/05/1946 04/04/19743. Date of Appointment 11/01/1990 31/03/20154. Nature of Expertise in

specific functional areas5. Qualification Inter Science Diploma in Arts6. Directorship Held in 1. Manraj Housing Finance Limited 1. Manraj Jewellers Private Limited

other Companies 2. Rajmal Lakhichand Jewelers Private 2. Rajmal Lakhichand JewelersLimited Private Limited

3. Manraj Jewellers Private Limited 3. Manraj Motors Private Limited4. Manvi holdings private limited 4. R L Gold Private Limited5. Manraj motors private limited 5. R. L. Commodditties Private

Limited6. R L gold private limited 6. R. L. Jewels Private Limited7. R. L. Commodditties private limited 7. Manraj Housing Finance Limited8. R. L. Jewels private limited9. Manvi Gems And Jewellery Private

Limited10. Chatrapati Real Estate And Projects

Private Limited7. Committee Position Not member and chairman No Member and Chairman in the

held in Companies in the Committee of the Company Committee of the Company8. No. of Shares Held 645400 432400

(As on 31st March 2015)


23

1. Name of Director Manish Ishwarlal Jain Pramodkumar PurushottamNaginchand Mehta Tryambak Wani

2. Date of Birth 03/02/1969 06/06/1951 08/01/19423. Date of Appointment 11/01/1990 25/09/2002 21/05/20034. Nature of Expertise in

specific functional areas5. Qualification B.com Matric S.Y.B.A.

7. Committee Positionheld Member in 1 Chairman in 1 Chairman in 1in Companies Committee Committee Committee and Member

in 1 Committee8. No. of Shares Held 427700 500 200

(As on 31st March 2015)

1. Manraj HousingFinance Limited

2. Rajmal LakhichandJewelers PrivateLimited

3. R L Gold PrivateLimited

4. Manraj JewellersPrivate Limited

5. Manvi HoldingsPrivate Limited

6. Manraj MotorsPrivate Limited

7. R.L. CommoddittiesPrivate Limited

8. R. L. Jewels PrivateLimited

9. Manvi Gems AndJewellery PrivateLimited

6. Directorship Held inother Companies


2. Precious HallmarkingAnd Refining PrivateLimited

3. Manvi Gems AndJewellery PrivateLimited

4. Chatrapati RealEstate And ProjectsPrivate Limited


CODE OF CONDUCTThe Board has formulated a code of conduct for the Board members and senior management ofthe Company. All Board members and senior management have affirmed their compliance with thecode of conduct. A declaration to this effect, signed by Managing Director is contained in the Annualreport.

COMMITTEES OF THE BOARDAUDIT COMMITTEEThe company has constituted an Audit Committee as set out in clause 49 of Listing Agreementswith the Stock Exchanges read with Section 292A of the Companies Act, 1956. The terms ofreference are broadly as follows:

a) To review the company’s financial reporting processb) To review the compliance of Internal Control Systemc) To review findings of Internal Auditors


24

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

remunerationsg) Details as per revised clause 49

The composition of Audit Committee and the details of meeting attended by the Directors are givenbelow:

1. Suganchand K. Raka Chairman (Independent) 06 062. Ramvilas Rathi Member (Independent) 06 063 Prashant Agrawal Member (Independent) 06 03

(Resigned on 11/11/2014)4 Purushottam Wani Member (Independent) 06 06

Sr.No. No. of Committeemeetings attended

No. of Committeemeetings held

DesignationDesignationName of Member

During the year six committee meetings were held on following dates:

(i) 13th May 2014.(ii) 31st July, 2014.(iii) 31st October, 2014(iv) 15th December 2014(v) 31st January, 2015(vi) 31st March, 2015

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

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

NOMINATION AND REMUNERATION COMMITTEEThe committee was last reconstituted as on 5th March 2015 on account of the appointment

of Mrs. Nitika Manish Lalwani as additional Director of the Company and Members of the Committeeare Mr. Pramodkumar Mehta (Chairman), Mr. Purushottam Wani and Mr. Manish Jain. The Committeeheld two meetings during the financial year 2014-15 on 25th October 2014 and 5th March 2015no other meeting held by the committee during the year 2014-15.

The terms of reference of nomination and remuneration committee are as follows.1. Formulation of the Criteria for determining qualification, positive attributes and independent

directors and recommend to the Board Policy, relating to remuneration of the Directors ,Key managerial personnel and other employees

2. Formulation of criteria for evaluation of Independent Directors and the Board.3. Devising Policy of Board Diversity


25

4. Identifying persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down, and recommend to the Boardtheir appointment and removal.

REMUNERATION POLICYPayment of remuneration to the Executive Directors is governed by the terms of appointment

approved by the Board of Directors and the members in the terms of schedule V to the CompaniesAct, 2013. His remuneration structure comprises of salary, perquisites, allowances and contributionto provident fund. The non-executive directors are not entitled to any remuneration from thecompany other than sitting fees.

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

SHAREHOLDERS’ GRIEVANCE COMMITTEEThe Shareholders Grievance Committee was constituted for redressal of Investors’ Complaints.

The composition and role of committee is as under:

One meeting of the Shareholders’ Grievance Committee was held on 5th November, 2014.The committee overseas all matters encompassing the Shareholders/Investors related issues.Given below is the table of grievances received and resolved:

Sr. No. Name of Member Designation1. Suganchand K. Raka Chairman2. Manish I. Jain Member3 Purushottam Wani Member

The Company has designated an email id “[email protected]” for the purpose of complaintsby investors electronically.

There is no grievance from shareholders remaining unresolved as every effort is made to immediatelyredress investors’ grievances without loss of time.

SUBSIDIARY COMPANIESThe company does not have any subsidiary company

DISCLOSURESA. Disclosure of Materially significant related party transactionsThe company has not entered into any materially significant transactions with its promoters,directors or the management or relatives etc. that may have potential conflict with the interestsof the Company at large.

A summary of related party transactions is given elsewhere in the Annual Report.

Investor Nil Nil NilSEBI Nil Nil NilStock Exchanges Nil Nil Nil

Received / ReferredFrom

Pending Complaints Ason 01.04.2015

Total ComplaintsResolved

Total ComplaintsReceived during the

year 2014-2015


26

B. Disclosure of Accounting TreatmentIn preparation of financial statements, the Company has followed the Accounting Standards issuedby the Institute of Chartered Accountants of India.

C. Proceeds from public issues, rights issues, preferential issues etc.No money has been raised by way of public issue, rights issue or preferential issue.

D. Details of Non-compliance and Instances of PenaltiesThe Company has complied with the requirements of the regulatory authorities on matters relatedto capital markets and no strictures of whatsoever nature have been imposed against the Companyby Stock Exchange or SEBI or any other statutory authority during the last three years.

E. Details of Compliance with mandatory requirements and adoption of non-mandatoryrequirementsClause 49 of the Listing agreement requires the company shall obtain a certificate from either theauditors or practicing company secretaries regarding compliance of conditions of corporate governanceas stipulated in this clause and annex the certificate to the directors’ report, which is sent annuallyto all the shareholders of the company. The Company has obtained a certificate from its auditorsto this effect and the same is given as an annexure to the Directors’ report.

The Clause further states that the non-mandatory requirements may be implemented as per thediscretion of the Company. However, the disclosures of compliance with mandatory requirementand adoption (and compliance)/ non-adoption of the non-mandatory requirements shall be madeon need basis.

SHARE TRANSFER COMMITTEEThe Share Transfer Committee of the Board of Directors has been delegated the powers to attendto share transfer/transmission approvals etc. The constitution of share transfer committee comprisesof Mr. Ishwarlal S. Jain (M.D.) Mr. Prashant J Agrawal, Mr. Purushottam Wani Directors of theCompany.

FOR AND ON BEHALF OF THE BOARD

Place: JalgaonDate: 30th May, 2015

ISHWARLAL S. JAIN PRAMODKUMAR MEHTA(Managing Director) (Director)


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MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

IMPLEMENTING INSIDER TRADING CODE OF CONDUCTThe Company follows strict guidelines in respect of insiders stock trading and related disclosures.The code is based on the same SEBI framework and is more stringent than the statutory Codebeing enforced by the SEBI. The Board of Directors and the Audit Committee have implementedthe code observance in the Company. Mr. D. B. Patil, General Manager of the company is thedesignated Compliance Officer to oversee its implementation. All the concerned people have beenidentified and required disclosures are obtained.

GENERAL SHAREHOLDER INFORMATION1. MEANS OF COMMUNICATION

Newspaper: The Company publishes its quarterly results in the following news papers:

Sr. No. Name of Newspaper Area of Circulation1 Free Press Journal Whole of India2 Nav-Shakti Maharashtra3 Gavkari Jalgaon District

2. DETAILS OF NON-COMPLIANCEThere was no non-compliance by the Company on any matters related to capital markets duringthe last three years.

3. COMPLIANCE OFFICER.

4. GENERAL MEETING (AGM)Last three years AGM Date & place of meeting

24th AGM 26th Sept. 2014 3 Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon23rd AGM 28th Sept. 2013 3 Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon22nd AGM 29th Sept. 2012 3 Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon

YearAnnual General Meeting Address

Date

Special Resolution if any passed by postal ballot: NIL

Name & Designation Address and Contact Details3, Pushpa Apartment, Gen. Vaidya Chowk, Jalgaon.Ph. No. 0257-2226681 Fax.: 0257- 2226482E-Mail: [email protected]

Mr. D. B. PatilGeneral Manager


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5. SHAREHOLDERS INFORMATION

H. STOCK EXCHANGE DATA FOR THE YEAR 2014-2015:Company has listed its shares on Bombay Stock Exchange Limited, The shares of company arenot regularly traded and as such particulars of High/Low Price and Quantity traded are notavailable.I. REGISTRAR & SHARE TRANSFER AGENT DETAILS:

Name : Bigshare Services Pvt. Ltd,Address : E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri, (E)

Mumbai-400 072Phone No. : 022-28470652Fax No. : 022-28475207Email : [email protected].

J. DISTRIBUTION SCHEDULE AS ON 31st March 2015

Share holding of Nominal Value Rs. % to totalShare Capital

Amount in Rs.No. of ShareHolders

UPTO 5000 373 9,51,620 1.90325001 TO 10000 138 11,88,000 2.376010001 TO 20000 053 7,77,000 1.554020001 TO 30000 020 5,05,990 1.012030001 TO 40000 009 3,10,990 0.622040001 TO 50000 004 1,80,000 0.360050001 TO 100000 013 9,11,000 1.8220100001 AND ABOVE 023 4,51,75,400 90.3508TOTAL 633 5,00,00,000 100.0000

A Date of AGM & Time & Venue 26th September 2015 at 10.00 a.m.at 3, Pushpa Apartment, Akashwani Chowk, Jalgaon.

B Financial Year 1st April, 2014 to 31st March, 2015C Date of Book Closure From 18/09/2015 to 26/09/2015D Dividend Payment Date N.A.E Stock Exchange Listing The company’s equity is listed on Bombay Stock

Exchange Limited. The Annual listing fee of the stockexchange has been paid.

F Stock exchange code BSE – 530537of the Company (Script code)

G No of shares in Demat form NSDL 2,07,289CDSL 12,76,511Physical Mode 35,16,200Total 50,00,000


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1 Promoters- Indian Promoters 31,41,300 62.8260- Foreign Promoters/Holding Company — —

2 Persons acting in Concert — —SUB TOTAL 31,41,300 62.8260

B Non-Promoters Holding3 Institutional Investors NIL NILa Banks, Financial Institution, Insurance NIL NIL

Companies (Central/State Govt. Institutions/Non-Government Institutions)SUB TOTAL NIL NIL

4 Others (Employees/Relatives) 200 0.0040a Private Corporate Bodies 3,59,490 7.1898b Indian Public 14,99,010 29.9802c NRIs/OCBs FIIS NIL 0.00

SUB TOTAL 18,58,700 37.1740GRAND TOTAL 50,00,000 100.00

Category No. of Shares held Percentage ofA Promoter’s holding Shareholding

L. OUTSTANDING GDRS/ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, LIKELYTO IMPACT 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]

FOR AND ON BEHALF OF THE BOARDPlace: JalgaonDate: 30th May, 2015

ISHWARLAL S. JAIN PRAMODKUMAR MEHTA(Managing Director) (Director)

K. SHAREHOLDING PATTERN AS ON 31.03.2015


30

N. S. DOSHI & CO.Chartered Accountants

'Sharada' Near G.S. Highschool Ground, 18, Visanji Nagar,JALGAON-425 001. Email [email protected]

STD (0257)22254612226759

Resi. 2222946.Niranjan S. Doshi,M.Com., LL.B., F.C.A.

AUDITORS' CERTIFICATION ON CORPORATE GOVERNANCE

ToThe Members ofManraj Housing Finance Ltd.

1. We have examined the compliance of conditions of corporate governance by Manraj HousingFinance Ltd. for the year ended on 31st March 2015, as stipulated in Clause 49 of the ListingAgreement of the said company with Stock Exchanges.

2. The compliance of conditions of Corporate Governance is the responsibility of the Management.Our examination was limited to the procedures and implementation thereof, adopted by the com-pany for ensuring the compliance of the conditions of corporate governance. It is neither an auditnor 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 explanations given to us, wecertify that the company has complied with the conditions of the Corporate Governance as stipu-lated in the above mentioned Clause of the Lisiting Agreement.

4. We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted the affairsof the company.

For N.S.Doshi & Co.Chartered Accountants

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

Jalgaon30th May, 2015


31

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 year ended 31st

March 2015 and to the best of our knowledge and belief :

i) These statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading ;

ii) These statements together present a true and fair view of the Company's affairs and are incompliance with existing accounting standards, applicable laws and regulations ;

b. To the best of our knowledge and belief, no transactions entered into by the company during the yearended 31st March 2015 are fraudulent, illegal or violative the Company's code of conduct;

c. We accept responsibility for establishing and maintaining internal controls and that I have evaluatedthe effectiveness of the internal contral systems of the Company and I have disclosed to the auditorsand the Audit Committee, deficiencies in the design or operation of the internal control, if any, ofwhich I am aware of and the steps I have taken or propose to take to rectify these deficiencies.

d.i) There has not been any significant change in internal control over financial reporting during the

year under reference.

ii) There has not been any significant change in accounting policies during the year requiringdisclosure in the notes to the financial statements.

iii) We are not aware of any instance during the year of significant fraud with involvement therein ofthe management or any employee having a significant role in the Company's internal controlsystem over financial reporting.

Sd/- Shri. ISHWARLAL S. JAIN MANAGING DIRECTOR

Place : JalgaonDate : 30th May 2015


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STD (0257)22254612226759


Independent Auditor’s Report

To the Members of Manraj Housing Finance Ltd.

Report on the Financial Statements

We have audited the accompanying financial statements of Manraj Housing Finance Ltd. (‘theCompany’), which comprise the balance sheet as at 31 March 2015, the statement of profitand loss and the cash flow statement for the year then ended, and a summary of significantaccounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of thesefinancial statements that give a true and fair view of the financial position, financial performanceand cash flows of the Company in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements and


33

plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on whetherthe Company has in place an adequate internal financial controls system over financialreporting and the operating effectiveness of such controls. An audit also includes evaluatingthe appropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given tous, the aforesaid standalone financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31 March2015 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by theCentral Government of India in terms of sub-section (11) of section 143 of the Act, we givein the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order,to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:(a) we have sought and obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit.



STD (0257)22254612226759



34

(b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt withby this Report are in agreement with the books of account;(d) in our opinion, the aforesaid financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014;(e) on the basis of the written representations received from the directors as on 31 March2015 taken on record by the Board of Directors, none of the directors is disqualified as on31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act;and(f) based upon our examination of internal financial controls, which was limited to gettingreasonable assurance that financial statements are reasonably free from material misstatements,the company has adequate intrnal financial controls systems commensurate with the size andthe nature of its activities.(g) with respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the bestof our information and according to the explanations given to us:i. there are no pending litigations by or against the Company and as such the question ofdisclosing the particulars regarding the same does not arise.ii. the company has not entered into any long term contracts including derivative contractsand consequently the question of making any provision for the material forseeable lossesdose not arise.iii. There are no amounts required to be transferred, to the Investor Education and ProtectionFund by the Company.

For N.S.Doshi & Co.Chartered Accountants

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

Date : 30th May, 2015Place : Jalgaon



STD (0257)22254612226759



35

MANRAJ HOUSING FINANCE LIMITED

Annexure to the Auditors’ Report

The Annexure referred to in our report to the members of MANRAJ HOUSING FINANCE LIMITEDfor the year Ended on 31st March, 2015. We report that:

(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 the managementat reasonable intervals and no material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals;

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) The company has maintained proper records of inventory and no material discrepancieswere noticed on physical verification;

(iii) The company has not granted any loan to any company, firm or other party coveredin register maintained u/s. 189 of the companies Act, 2013. The sub clauses a, and bare therefore not applicable.

(iv) There is an adequate internal control system commensurate with the size of the companyand the nature of its business, for the purchase of inventory and fixed assets and forthe sale of goods and services. There is no major weakness in the in the internalcontrol system of the company.

The examination of internal control system performed by us was limited to gettingreasonable assurance that financial statements are reasonably free from materialmisstatements.

(v) The company has not accepted any deposits in terms of provisions of sections 73 to 76of the companies Act, 2013 and as such the question of complying with the relevantprovisions of the Act and rules made thereunder does not arise.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the act, for any of services rendered by the company.

(vii) (a) According to the information and explanations given to us and the records of the Companyexamined by us, in our opinion the company is generally regular in depositing undisputedstatutory dues including Provident Fund, Investor Education and Protection Fund, Income



STD (0257)22254612226759



36

tax, Wealth Tax, service Tax, cess and all other material statutory dues applicable to itwith the appropriate authorities. Further according to the information and explanationsgiven to us, there are no undisputed amounts payable in respect of such statutory dueswhich have remained outstanding as at 31st March, 2015 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/ Custom duty/ Exciseduty/cess that have not been deposited on account of any dispute.

(c) According to the information and explanation given to us and the records of the companyexamined by us, there were no amounts to be transferred to investor education andprotection fund and hence this clause is not applicable.

(viii) The Company does not have any accumulated losses at the end of the financial yearbut has incurred cash losses in the financial year and has not incurred cash losses inthe immediately preceding financial year.

(ix) According to the information and explanation given to us, we report that the Companyhas not defaulted in repayment of dues to a financial institution or other bank at thebalance sheet date.

(x) In our opinion and according to the information and the explanations given to us, theCompany has not given any guarantee for loans taken by others from banks or financialinstitutions.

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

(xii) According to the information and explanations given to us, no material fraud on or by theCompany has been noticed or reported during the course of our audit.

FOR N.S.DOSHI & COChartered Accountants F.R.N: 102738W

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

Place- JALGAONDate- 30th MAY, 2015



STD (0257)22254612226759



37


38


39


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MANRAJ HOUSING FINANCE LIMITED.

NOTES TO FINANCIAL STATEMENTSFOR THE YEAR ENDED 31ST MARCH, 2015.

1) CORPORATE INFORMATION

Manraj Housing Finance Limited is a listed Company incorporated in India under the provi-sions of the Companies Act, 1956. Earlier it was engaged in the business of providing financefor housing. 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 MethodologyThe accounts have been prepared on historical cost basis of accounting in accordancewith the generally accepted accounting principles and the provisions of the CompaniesAct, 2013. The Company adopts the accrual concept in the preparation of accounts,unless otherwise stated.

B) InvestmentsInvestments classified as long term investments are carried at cost. Provision for diminu-tion, if any, in the value of investments is made to recognize a decline, other than, thatof a temporary nature.

C) Revenue RecognitionAs 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. Amounts re-ceivable/payable are reflected as Debtors/Advances from Customers, respectively, afterconsidering income recognized in the aforesaid manner.Dividend Income is recognized when the right to receive dividend is established.

D) Fixed Assets1. 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 and

in the manner specified in Schedule II to the Companies Act, 2013.

E) InventoriesInventories are valued at lower of cost and net realizable value.


41


42


43


44


45


46


47


48


49


50


51


52

23) OTHER NOTES

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

23.2) Provision for Current and Deferred Tax. (AS-22)Provision for current tax is made after taking into consideration benefits admissible underthe provisions of the Income Tax Act, 1961.Deferred tax resulting from “timing difference” between book and taxable profit is ac-counted for using the tax rates and laws that have been enacted or substantively enactedas on the balance sheet date. The deferred tax asset is recognised and carried forwardonly to the extent there is a reasonable certainty that the assets will be realised in future.

23.3) Current assets, loans and advancesIn the opinion of the board, the current assets, loans and advances , have a value onrealization in the ordinary course of business at least equal to the amount at which theyare stated in the Balance sheet.

23.4) Amount due to micro & small enterprises:The Company has not received information from vendors regarding their status under theMicro, Small and Medium Enterprises Development Act, 2006 and, hence, disclosuresrelating to amounts unpaid as at the year end together with interest paid/payable underthis Act has not been given.

23.5) Contingent LiabilityEstimated amount of contracts remaining to be executed on capital account andnot provided for (net of advances) Rs. N I L /-. (P.Y. Rs. NIL).

23.6) Segment ReportingThe company’s operations predominantly consist of construction activities. Hence thereare no reportable segments under Accounting Standard – 17. During the year underreport substantial part of the company’s business has been carried out in the state ofMaharashtra. The conditions prevailing in Maharashtra being uniform, no separate geo-graphical disclosures are considered necessary.

23.7) Employee BenefitsNo provision for gratuity payable is made as there is no eligible employee entitled togratuity. There are no other dues payable to employees for which provision / payment hasbeen made in books of accounts including leave encashment dues etc.

23.8) 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)


53

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

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

Enterprises having common Key Management Personnel (Associates)Name of the Related Party Relationship

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

Proprietary Concern of Shri. I.S.JainArya 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.

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

Name of Related Party Nature of Transaction Paid (Rs.)Chatrapati Real Estate and Projects Pvt. Ltd. Trade Advances 10,37,34,380Chatrapati Real Estate and Projects Pvt. Ltd. Rent 2,05,692Ishwarlal S. Jain Interest 5,12,012


54

23.11) Sales and Stock Particulars of Finished Goods.

Particulars Sale Value (Rs.) Closing Inventory (Rs.) Opening Inventory (Rs.)Current Year NIL 99,73,324 99,73,324Previous Year 40,03,000 99,73,324 1,07,07,004

Particulars 31.03.2015 31.03.2014Earning for the Year (12,79,445) 68,61,480Number of Shares: Basic/ Diluted 50,00,000 50,00,000E P S : Basic/ Diluted (0.26) 1.4

23.10) Earnings Per Share

23.9) Disclosure in respect of Lease rent in pursuant to Accounting Standard 19The particulars of rental agreements entered into by the company are as follows:-

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

AS PER OUR REPORT OF EVEN DATE.

Name of theparty

Term ofagreement

Totalamount

Withinone year

Later than oneyear but not later

than five years

Later thanfive years.

NIL

NILNIL

NIL

NILNIL

60,000

1,02,0001,02,000

60,000

1,02,0001,02,000

Nine Yearsand

eleven monthsFifteen yearsNine Years

Reliance

ETC TowerIdea

PRAMOD MEHTA(Director)

FOR N. S. DOSHI & CO.,Chartered AccountantsFRN - 102738W(N.S. Doshi-Proprietor)M. No. 10212

Jalgaon

30th May, 2015.

FOR AND ON BEHALF OF THE BOARDOF DIRECTORS

ISHWARLAL .JAIN(Managing Director)


55

PROXY FORMMANRAJ HOUSING FINANCE LIMITEDRegistered Office: 3, Pushpa Apartment,

General Vaidya Chowk, Jalgaon - 425 002.

I / We ....................................................................................................................................................................

of ..........................................................................................................................................................................

being a Member / Members of MANRAJ HOUSING FINANCE LTD. JALGOAN, hereby appoint

..................................................................................... of ...................................................................................

or failing him ........................................................................ of ...........................................................................

as my / our proxy to vote for my/our behalf, at the 25th Annual General Meeting of the Company to be held

on Saturday, the 26th day of September, 2015 at 3, Pushpa Apartment, General Vaidya Chowk,

Jalgaon - 425 002. at 10.00 a.m. and at any adjournment thereof.

Signed this .............................. day of .............................. 2015

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 Rs.

RevenueStamp Here

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

ATTENDANCE SLIPMANRAJ HOUSING FINANCE LIMITEDRegistered Office: 3, Pushpa Apartment,

General Vaidya Chowk, Jalgaon - 425 002.

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

L.F.No.(s)

NAME OF THE SHARE HOLDER / PROXY ........................................................................................................ADDRESS ..........................................................................................................................................................No. of Shares held ........................................I/We hereby record my/our presence at the 25th Annual General Meeting of the Company being held at

3, Pushpa Apartment, General Vaidya Chowk, Jalgaon - 425 002 on Saturday the 26th September2015 at 10.00 a.m.

SIGNATURE OF THE SHARE HOLDER / PROXY ....*Strike out whichever is not applicable.

BOOK - POST

To,

If Undelivered, Please Return toManraj Housing Finance LimitedAdministrative Office : C/o. Rajmal Lakhichand Jewellers,

169, Balaji Peth, JALGAON - 425 001.

manraj housing finance limited, jalgaon. · manraj housing finance limited, jalgaon. 3 corded for...

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