Your Directors have pleasure in presenting the Twenty Eight Annual Report together with the
Audited Statement of Accounts of your Company for the financial year ended March 31, 2024.
FINANCIAL PERFORMANCE
The Company’s financial performance for the year under review along with previous year’s
figures are given hereunder:
|
Particulars
|
For the financial year ended
31st March, 2024
|
For the financial year
ended 31st March, 2023
|
|
(Amount: Rs. In lakhs)
|
|
Revenue from operations
|
201.62
|
184.90
|
|
Other Income
|
6.66
|
5.66
|
|
Total Revenues
|
208.28
|
190.56
|
|
Total Expenses
|
198.83
|
176.32
|
|
Profit before tax
|
9.44
|
14.24
|
|
Tax expense
|
|
|
|
Current tax
|
1.09
|
2.38
|
|
Deferred tax
|
0.28
|
1.51
|
|
Profit after Tax
|
8.07
|
10.36
|
REVIEW OF BUSINESS OPERATIONS
The Company is engaged in the business of real estate development.
• There was Increase in Revenue from Operations during the financial year compared to
previous year. However due to prevailing conditions in the real estate industry being not
conducive, the Company was not able to launch new projects.
• The Company has been successful in earning profits and has turned Earning per share
into positive.
DIVIDEND AND RESERVES
Considering the current market scenario of the company and industry as whole during the
financial year, your Directors do not recommend any dividend and have not transferred any
amount to reserves for the financial year ended March 31, 2024.
OUTLOOK, OPPORTUNITIES, THREATS, RISKS AND CONCERNS
The outlook for the real estate industry appears to be bleak owing to the COVID-19 pandemic
which has pushed the economy into deep recession. This has resulted in significant reduction in
economic activities and the business operations of the Company. The Company has new projects
in the pipeline. But the commencement of the new projects has been disrupted due to the
COVID-19 pandemic.
However, with the organization's successful track record of 25 years in executing and
delivering quality real estate projects, the Company would definitely be able to better its
performance in the next financial year.
CHANGE TN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial year
ended March 31, 2024.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of this
report.
CHANGE TN THE CAPITAL STRUCTURE OF THE COMPANY
During the financial year ended March 31, 2024, the Authorised Share Capital of the Company
remained unchanged at Rs.6,00,00,000/- (Rupees Six Crores Only) consisting of 60,00,000
equity shares ofRs.10/- each.
During the financial year ended March 31, 2024, the paid-up share capital of the Company has
remained unchanged atRs.3,02,87,000/- (Rupees Three Crores Two Lakhs and Eighty Seven
Thousand Only) consisting of 30,28,700 equity shares of Rs.10/- each.
LISTING OF SECURITIES OF THE COMPANY
The equity shares of the Company are listed and traded on the Bombay Stock Exchange Limited
(BSE) with effect from November 06, 2019. The Scrip code of the Company on BSE Limited is
542864. The International Security Identification Number (ISIN) is INE444X01014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Kalpesh Bafna, Executive Director of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
CODE OF CONDUCT
The members of the Board of Directors and the Senior Management Personnel have affirmed
compliance with the Code of Conduct as formulated by the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received from its Independent Directors the necessary declaration that they meet
the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
BOARD MEETINGS
During the financial year 2023-24, 5 meetings of the Board of Directors of the company were held
on the following dates:
29.05.2023, 14.08.2023, 08.09.2023, 14.11.2023 and 14.02.2024
The gap between two consecutive Board Meetings did not exceed 120 days.
|
S. No.
|
Name of Director
|
No. of Meetings
Attended
|
|
1
|
Mr. Ramesh Chand Bafna
|
5
|
|
2
|
Mr. Kalpesh Bafna
|
5
|
|
3
|
Mrs. Alka Kankani
|
5
|
|
4
|
Mr. Jitendra Kumar Jain
|
5
|
COMMITTEES OF THE BOARD AND MEETINGS
The Board of Directors of the Company has constituted the following committees.
AUDIT COMMITTEE
The composition of the Audit Committee is as follows:
|
Name of the Director
|
Category
|
Position
|
|
Mr. Jitendra Kumar Jain
|
Independent Director
|
Chairperson
|
|
Mrs. Alka Kankani
|
Independent Director
|
Member
|
|
Mr. Kalpesh Bafna
|
Executive Director
|
Member
|
The terms of reference of the Audit Committee is as specified in Section 177 of the Companies
Act, 2013.
During the financial year 2023-2024, 5 meetings of the Audit Committee were held on the
following dates:
29.05.2023, 14.08.2023, 08.09.2023, 14.11.2023 and 14.02.2024
|
S. No.
|
Name of Director
|
Position
|
No. of Meetings
Attended
|
|
1
|
Mr. Jitendra Kumar Jain
|
Chairperson
|
5
|
|
2
|
Mrs. Alka Kankani
|
Member
|
5
|
|
3
|
Mr. Kalpesh Bafna
|
Member
|
5
|
NOMINATION AND REMUNERATION COMMITTEE
The composition of the Nomination and Remuneration Committee is as follows:
|
Name of the Director
|
Category
|
Position
|
|
Mrs. Alka Kankani
|
Independent Director
|
Chairperson
|
|
Mr. Jitendra Kumar Jain
|
Independent Director
|
Member
|
|
Mr. Ramesh Chand Bafna
|
Executive Director
|
Member
|
The terms of reference of the Nomination and Remuneration Committee is as specified in
Section 178 of the Companies Act, 2013.
During the financial year 2023-2024, 1 meeting of the Nomination and Remuneration Committee
was held on 02.03.2024.
Number of meetings attended by the members of the Nomination and Remuneration Committee:
|
S.No.
|
Name of the Director
|
Position
|
No. of Meetings Attended
|
|
1
|
Mrs. Alka Kankani
|
Chairperson
|
1
|
|
2
|
Mr. Jitendra Kumar Jain
|
Member
|
1
|
|
3
|
Mr. Ramesh Chand Bafna
|
Member
|
1
|
Nomination and Remuneration Policy
The Nomination and Remuneration Policy of the Company has been formulated in accordance
with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.The Nomination and Remuneration Policy of the Company has
been formulated by the Nomination and Remuneration Committee and has been approved by the
Board of Directors of the Company. This policy specifies the criteria for the payment of
equitable remuneration to the Directors, Key Managerial Personnel (KMP), Senior Management
and other employees of the Company.
The Nomination and Remuneration Policy of the Company has been disclosed on the website of
the Company and the weblink thereto is https://www.mounthousing.com/others/Nomination-and-
Remuneration-Policy.pdf
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of the Stakeholders Relationship Committee is as follows:
|
Name of the Director
|
Category
|
Position
|
|
Mrs. Alka Kankani
|
Independent Director
|
Chairperson
|
|
Mr. Jitendra Kumar Jain
|
Independent Director
|
Member
|
|
Mr. Kalpesh Bafna
|
Executive Director
|
Member
|
The terms of reference of the Stakeholders Relationship Committee is as specified in Section 178
of the Companies Act, 2013.
During the financial year 2023-2024, 1 meetings of the Stakeholders Relationship Committee were
held on 02.03.2024.
Number of meetings attended by the members of the Stakeholders Relationship Committee:
|
S.No.
|
Name of the Director
|
Position
|
No. of Meetings
Attended
|
|
1
|
Mrs. Alka Kankani
|
Chairperson
|
1
|
|
2
|
Mr. Jitendra Kumar Jain
|
Member
|
1
|
|
3
|
Mr. Kalpesh Bafna
|
Member
|
1
|
CORPORATE GOVERNANCE REPORT
As per the provisions of Regulation 15(2)(a) of the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions as
specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the
Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your directors
would like to state that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the
applicable accounting standards had been followed;
b) they had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit and
loss of the company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;
d) they had prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls with reference to the financial
statements. During the financial year ended March 31, 2024, such controls were tested and no
reportable material weakness was identified.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company’s internal control systems are well developed and are adequate to ensure efficiency
in operations, compliance with applicable statutes, policies as well as procedures and reliability
and integrity of financial and operational information. The Company has constituted an Audit
Committee for the guidance and proper control of the affairs of the Company.
DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Companies.
DEPOSITS
The Company has neither accepted nor renewed any deposits during the financial year ended
March 31, 2024. There were no deposits remaining unpaid or unclaimed as at the end of the
financial year. There has been no default in repayment of deposits or payment of interest thereon
during the financial year.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended March 31, 2024, the Company has neither given any loan or
guarantee nor provided any security or made any investment under Section 186 of the
Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended March 31,
2024 were on an arm’s length basis and were in the ordinary course of business. Further, there
were no materially significant related party transactions made by the Company with Promoters,
Key Managerial Personnel or other designated persons which may have potential conflict with
the interest of the Company at large.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not meet the criteria laid down in Section 135 of the Companies Act, 2013
and hence the said provisions are not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The company is making continuous efforts to conserve energy, wherever possible.
There was no technology absorption during the financial year ended March 31, 2024.
There were no foreign exchange earnings and outgo during the financial year ended March 31,
2024.
The element of risk threatening the existence of the Company is very minimal and hence a Risk
Management Policy has neither been developed nor implemented for the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals, which
would impact the going concern status of the company and its future operations.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of
the Company as at 31st March, 2024 is uploaded on the website of the company at
www.mounthousing.com
STATUTORY AUDITORS
M/s. Raja & Raman, Chartered Accountant, Coimbatore (Membership No:18755) had been
appointed as the Statutory Auditor of the Company at the 28th Annual General Meeting of the
Company to hold office until the conclusion of the 33rd Annual General Meeting of the
Company.
EXPLANATION IN RESPONSE TO AUDITORS’QUALIFICATIONS
The Statutory Auditors have not made any qualification, reservation, adverse remark or
disclaimer in their Report.
FRAUDS REPORTED BY THE AUDITOR
The Statutory Auditors of the Company have not reported any instances of fraud to the Board of
Directors during the financial year ended March 31, 2024.
MAINTENANCE OF COST RECORDS
The company is not required to maintain Cost Records as specified by the Central Government
under Section 148(1) of the Companies Act, 2013.
SECRETARIAL AUDITOR
The Board of Directors of the Company has appointed M/s. Monalisa Datta, Company
Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in
Form MR-3 has been enclosed with this Report as Annexure - II.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the financial year
ended March 31, 2024.
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment to its employees.
The Company has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has not received any complaint regarding sexual harassment
during the financial year ended March 31, 2024.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy for directors and
employees of the Company to report their genuine concerns or grievances. The vigil mechanism
provides for adequate safeguards against victimization of directors, employees or any other person
who avails the mechanism and also provides for direct access to the Chairperson of the Audit
Committee in appropriate and exceptional cases. The Company hereby affirms that no personnel
have been denied access to the Chairman of the Audit Committee and that no complaints were
received during the financial year.
The Vigil Mechanism/ Whistle Blower Policy of the Company has been disclosed on the website
of the Company and the web link thereto is https://www.mounthousing.com/others/Whistle-
Blower-Policy-Vigil-Mechanism.pdf.
EVALUATION BY THE BOARD
The Board has made a formal annual evaluation of its own performance and that of its individual
directors and committees.
DEVELOPMENT IN HUMAN RESOURCES
The company enjoyed healthy and cordial relations with the employees of the company. The Board
of Directors place on record their sincere appreciation in respect of the services rendered by the
employees of the Company at all levels.
PARTICULARS OF EMPLOYEES
The Statement containing the particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given below:
(i) The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year
|
S.No.
|
Name
|
Designation
|
Remuneration
|
Ratio to the
Median
|
|
1
|
Mr. Ramesh Chand Bafna
|
Managing Director
|
12,00,000
|
-
|
|
2
|
Mr. Kalpesh Bafna
|
Whole-time Director
|
6,00,000
|
-
|
(ii) The percentage increase in remuneration of each Director, Chief Financial Officer
(CFO), Chief Executive Officer (CEO), Company Secretary (CS) or Manager, if any, in
the financial year.
|
S.No.
|
Name
|
Designation
|
% Increase
|
|
1
|
Mr. Ramesh Chand Bafna
|
Managing Director
|
Nil
|
|
2
|
Mr. Kalpesh Bafna
|
Whole-time Director
|
Nil
|
|
3
|
Mrs. Poonam Bafna
|
Chief Financial
Officer (CFO)
|
Nil
|
|
4
|
Ms. Anita Kumari Chhajer
|
Company Secretary
(CS)
|
Nil
|
(iii) The percentage increase in the median remuneration of employees in the financial
year - Nil
(iv) the number of permanent employees on the rolls of company - 4
(v) We affirm that the remuneration is as per the remuneration policy of the company.
There are no employees who are in receipt of remuneration in excess of the limits prescribed under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The Directors express their sincere appreciation to the valued shareholders, bankers and clients for
their support. The Directors take this opportunity to place on record their sincere appreciation for
the co-operation and commitment of the employees of the Company.
For and on behalf of the Board of Directors
RAMESH CHAND BAFNA KALPESH BAFNA
MANAGING DIRECTOR WHOLE-TIME DIRECTOR
DIN: 02483312 DIN: 01490521
Place: Coimbatore
Date: 07.09.2024
| 