Dear Members,
Your directors are pleased to present the 31st Board's Report of Mansi
Finance (Chennai) Limited (‘the Company') along with the Audited Financial Statements
for the financial year ended March 31, 2025 ("FY2024-25").
State of Company's Affairs:
(A) Financial summary or highlights:
The standalone financial performance of the Company for the financial year ended March
31, 2025, is summarised below: (Rs. in Lakhs)
Particulars |
2024-25 |
2023-24 |
Total Income |
1313.89 |
806.29 |
Total Expenditure |
947.48 |
529.98 |
| Profit before interest, depreciation and tax |
598.78 |
597.73 |
| Finance cost |
225.67 |
313.80 |
| Depreciation |
6.69 |
7.62 |
| Profit before Exceptional & Extra-ordinary |
|
|
| items and tax |
366.42 |
276.31 |
| Exceptional & Extra-ordinary items |
- |
- |
| Profit after Exceptional & Extra-ordinary |
|
|
| items & before tax |
366.42 |
276.31 |
| Provision for taxation (Net of deferred tax) |
68.53 |
69.37 |
| Profit after tax |
297.89 |
206.94 |
Amount available for appropriation |
297.89 |
206.94 |
Appropriations: |
|
|
| Transfer to Statutory Reserve maintained u/s |
|
|
| 45IC of RBI Act, 1934 |
59.58 |
41.39 |
| Transfer to General reserve |
- |
- |
| Proposed dividend |
- |
- |
| Tax on proposed dividend |
- |
- |
Balance carried to Balance Sheet |
238.31 |
165.55 |
(B) Operations:
Your company's net worth on a standalone basis grew significantly by Rs.297.88 Lakhs to
Rs.3757.21 Lakhs as of March 31, 2025, as against Rs.3459.33 Lakhs as of March 31, 2024.
The increase in net worth was mainly due to an increase in profit. Your Company has been
able to maintain its financial position during the current year. The gross amount of loans
provided by the Company stood at Rs.4807.45 Lakhs as on March 31, 2025 as compared to
Rs.5410.53 Lakhs as on March 31, 2024. The Company's borrowing has reduced from Rs.3221.07
Lakhs to Rs.2150.01 Lakhs.
The Standalone Financial Statements have been prepared in compliance with the Indian
Accounting Standards (IND AS) as notified under the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.
Extract of Annual Return (Form MGT-7):
The Annual Return as required under sub-section (3) of Section 92 of the Companies Act,
2013 (‘the Act') in Form MGT-7 is made available on the website of the Company and
can be accessed at https://mansi.in
Number of board meetings conducted during the year under review:
The Board met six times during the financial year, the details of which are
given hereunder. Proper notices were given and the proceedings were recorded and signed in
the Minutes Book as required by the Articles of Association of the Company and the Act.
The details of the attendance of Directors have been provided in the Corporate Governance
Report which is being part of this Annual Report. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013.
Quarter |
Date of Board Meeting |
| 1st April, 2024 to 30th June, 2024 |
29.05.2024 |
|
14.08.2024 |
1st July, 2024 to 30th September, 2024 |
30.09.2024 |
|
01.11.2024 |
1st October, 2024 to 31st December, 2024 |
14.11.2024 |
| 1st January, 2025 to 31st March, 2025 |
14.02.2025 |
The members of the Company met on 30.09.2024 during the financial year.
Compliance with Secretarial Standards:
During the year under review, the Company has followed applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Directors Responsibility Statement:
In accordance with the provisions of section 134(5) of the Companies Act, 2013, the
Board hereby submits its Responsibility Statement:
(a) In the preparation of the annual accounts for the year ended 31st March,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors 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) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
(f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems were adequate and operating effectively.
Explanation or comments on qualifications, reservations or adverse remarks or
disclosures made by the statutory auditors:
The Statutory Auditors of the Company in their report and notes forming part of the
financial statements for the year ended 31st March, 2025 have stated that:
Auditors Comment:
According to the information and explanations given to us, there were no undisputed
amounts payable in respect of Income tax, Wealth tax, GST, Cess and other material
statutory dues in arrears / were outstanding as at 31st March, 2025 for a
period of more than six months from the date they became payable. However, according to
information and explanations given to us, the following dues of Income Tax have not been
deposited by the Company on account of dispute:
Particulars |
Amount |
Period to which |
Forum where the |
|
(Rs) |
amount relates |
dispute is pending |
Income Tax |
42,087 |
Financial Year 2003 - 2004 |
Commissioner of Income Tax (Appeals), Chennai |
Income Tax |
1,19,420 |
Financial Year 2004 - 2005 |
Commissioner of Income Tax (Appeals), Chennai |
| Income Tax |
4,52,270 |
Financial Year 2011 - 2012 |
Assessing Officer |
| Income Tax |
4,57,920 |
Financial Year 2012 - 2013 |
Assessing Officer |
Board's Reply:
Your Directors would like to state that the said disputed statutory dues are pending
before the Commissioner of Income Tax (Appeals) and Assessing Officer, Chennai. Further,
the Directors are of strong opinion that the decision at the appeal stage would be in
their favour and accordingly they have not made any provision in the financial statements
for the said dues.
The other observations made by the auditors in their report and notes to the accounts
referred to in the Auditors Report are self-explanatory.
Explanation or comments on qualifications, reservations or adverse remarks or
disclosures made by the secretarial auditors:
The Secretarial Auditors have made the following observations in their report for the
year ended 31st March, 2025:
Secretarial Auditor's Comment:
1. Except for general delays ranging upto 260 days, the Company has prima facie
been regular in submitting the documents as stipulated under the Companies Act, 2013;
Board's Reply:
Your Directors would like to state that they are making their best efforts in filing
its statutory returns within the prescribed time. However, due to delay in getting the
approval of Hon'ble Reserve Bank of India for changes in Directors of the Company, the
Company has submitted e-DIR-12 (Form for changes in directors of the Company) after the
due date. Your Directors would like to assure you that they shall take steps to ensure
that the returns are filed well within the prescribed time.
Secretarial Auditor's Comment:
2. The Company has not updated its website with regard to various matters which
are statutorily required to be placed on the website of the Company.
Board's Reply:
Your Directors would like to state that the Company has provided all the data to the
external technical supporter for the web applications and is expecting the same to be
updated shortly. As informed by the web supporter, the website has been majorly updated
and only a portion is pending to be updated and will be done shortly.
Secretarial Auditor's Comment:
3. The Company has appointed Shri. ADIT BAFNA, Managing Director and Executive
Director as one of the members of the Nomination and Remuneration Committee even though
the provisions of Regulation 19 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 requires all the members of the
Nomination and Remuneration Committee to be Non-Executive Directors.
Board's Reply:
Your Directors would like to state that Shri. ADIT BAFNA, Managing Director is only
appointed as a Honorary Managing Director and is not drawing any remuneration from the
Company. The said waiver of the remuneration was also approved by the members at their
Annual General Meeting held on September 30, 2024. Hence, he forms part of the Nomination
and Remuneration Committee.
Secretarial Auditor's Comment:
4. The Company has submitted the declaration under regulation 31(4) of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 received from the promoters with a delay of one and half months for the
year ended March 31, 2024.
Board's Reply:
Your Directors would like to state that with the sudden demise of Late Shri. SURESH
BAFNA, the founder, Chairman and Managing Director of the Company on January 12, 2024, the
other promoters of the Company were unaware of any such requirement. Due to such sudden
loss, the family members were in deep shock and were unable to comply with such
submission. Further, the Company had been making constant requests to the remaining
members of the promoter group for the said declaration and hence there has been a delay in
submitting the declaration with the exchange.
Secretarial Auditor's Comment:
5. The Salutation and the Designation for one of the Independent Director was
specified as Non-independent Director for the quarter ended December, 2024 and hence the
exchange has issued a notice for non-compliance with the requirements pertaining to
Regulation 17, 18 and 19 and imposed a penalty of Rs.13000/- (excluding GST) on the
Company in this regard.
Board's Reply:
The rectified Corporate Governance Report has been filed with Exchange and also a
waiver application in this regard is filed with the exchange. The final outcome of the
waiver application is still pending.
Secretarial Auditor's Comment:
6. As informed by the management, the Company has installed and maintained the
structured digital database as contemplated under Regulation 3(5) & 3(6) of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. However, on the basis of our
verification of the log report generated from the digital database for the period under
review, we have noted that there have been some instances of non-reporting the UPSIs in
the database and some instances of delays in updating the database while sharing the
UPSIs.
Board's Reply:
With reference to the observation made by the Secretarial Auditors concerning the delay
in updating data in the Structured Digital Database (SDD) software, we wish to clarify
that the delay occurred due to a technical issue and scheduled maintenance of the
software. Upon identifying the issue, the Company promptly coordinated with the backend
support team of the software provider to resolve the matter. Following the resolution of
the technical issues, the requisite data was duly entered and updated in the SDD system in
compliance with applicable regulations.
Secretarial Auditor's Comment:
7. During the financial year 2024-25, the Company has received an email from the
Bombay Stock Exchange Limited (BSE) consolidating the various outstanding penalties levied
on the Company since the quarter ended March 31, 2014 amounting to Rs.3,11,155/-
(including GST amount of Rs.47464/-). As informed by the management, the Company has paid
and settled all the outstanding dues to the exchange till the date of signing of this
report.
Board's Reply:
Your Directors would like to state that the Company has paid and settled all the
outstanding dues to the exchange.
Secretarial Auditor's Comment:
8. We have not been provided with the copies of the Registration Certificate by
the Company in respect of registration of independent directors in the Independent
Director's Databank maintained by the Indian Institute of Corporate Affairs (IICA).
Board's Reply:
Your Directors would like to state that they have informed the Independent Directors
about the said requirement by the secretarial auditors. We assure that the same will be
obtained and submitted to the auditors for their verification in due course of time.
Secretarial Auditor's Comment:
9. The tenure of appointment of one of the Independent Director has expired on
March 15, 2025 and she has continued to be an Independent Director on the Board of the
Company beyond the above date without passing any special resolution. As informed by the
management, the said special resolution shall be proposed and passed in the forthcoming
annual general meeting of the Company ratifying the period from March 16, 2025 to till the
date of passing of the special resolution in the annual general meeting.
Board's Reply:
The observation provided by the secretarial auditor is detailed and self-explanatory in
nature and accordingly the Board has not provided any further explanation on the said
observation.
Reporting of fraud by the auditors:
During the financial year 2024-25, the Statutory Auditors and Secretarial Auditors of
the Company have not reported any instances of fraud committed against the Company by its
officers or employees to the Audit Committee under Section 143(12) of the Companies Act,
2013. Therefore, the Company is not required to make any disclosures under Section
134(3)(ca) of the Companies Act, 2013.
Particulars of loans, guarantees or investments made under section 186 of the Companies
Act, 2013:
The Company being a Non-Banking Finance Company (NBFC) has in the ordinary course of
business made loans or advances or given guarantees or provided securities or made
investments in bodies corporate and other persons during the financial year. Your
Directors would like to draw your attention to the notes to the financial statements which
sets out the details of loans and investments made.
Particulars of contracts or arrangements made with related parties:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arm's length
basis. Related Party Transactions which were not in the ordinary course of business
entered either at arm's length basis or not at arm's length basis were duly approved by
the Audit Committee and the Board of Directors in compliance with the provisions of
section 188 of the Companies Act 2013. The Company presents a statement of all related
party transactions before the Board of Directors of the Company for their approval. During
the financial year, the Company has entered into transactions with related parties. Your
Directors would like to draw your attention to the notes to the financial statements which
sets out related party disclosures. A statement in Form AOC-2 pursuant to the provisions
of clause (h) of sub-section (3) of section 134 of the Act read with sub-rule (2) of rule
8 of the Companies (Accounts) Rules, 2014 is furnished in Annexure-1 and is
attached to this report.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at
https://mansi.in.
Details of amounts transferred to reserves:
The Company has proposed to transfer a sum of Rs.59.58 Lakhs to statutory reserve
maintained under section 45IC of the RBI Act, 1934 during the financial year. The closing
balance of such Statutory reserve as on 31st March, 2025 was Rs.653.19 Lakhs.
Dividend:
In view of requirement of working capital, your Directors do not recommend any dividend
for the financial year ended 31st March, 2025.
Transfer of unclaimed dividend to Investor Education and Protection Fund:
The Company was not required to transfer any amounts in unpaid dividend account,
application money due for refund, matured deposits, matured debentures and the interest
accrued thereon which have remained unclaimed or unpaid for a period of seven years to
Investor Education and Protection Fund.
Material changes and commitment if any affecting the financial position of the company
occurred between the end of the financial year to which these financial statements relate
and the date of the report (01/04/2025 to 30/05/2025):
There were no material changes and commitments affecting the financial position of the
Company between the period 1st April, 2025 to 30th May, 2025.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies
(Accounts) Rules, 2014:
In terms of clause (m) of sub-section (3) of section 134 of the Companies Act, 2013 and
the rules framed thereunder, the particulars relating to conservation of energy,
technology absorption and foreign exchange earnings and outgo is given below:
1) CONSERVATION OF ENERGY:
| (i) the steps taken or impact on conservation of energy; |
Your Company is not engaged in any manufacturing activity and |
| (ii) the steps taken by the Company for utilising alternate sources of
energy; |
thus its operations are not energy intensive. However, adequate measures
are always taken to ensure optimum utilization and |
| (iii) the capital investment on energy conservation equipments; |
maximum possible saving of energy. |
2) TECHNOLOGY ABSORPTION:
| (i) the efforts made towards technology absorption; |
|
| (ii) the benefits derived like product improvement, cost reduction,
product development or import substitution; |
|
| (iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - |
|
| (a) the details of technology imported; (b) the year of import; |
The Company has no activity relating to technology absorption. |
| (c) whether the technology has been fully absorbed; |
|
| (d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof, and |
|
| (iv) the expenditure incurred on Research and Development. |
|
3) FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Amount in Lakhs)
Particulars |
2024-25 |
2023-24 |
Value of exports calculated on FOB basis |
– |
– |
Value of Imports calculated on CIF basis: |
|
|
| Raw Materials |
– |
– |
| Components and Spare parts |
– |
– |
| Capital Goods |
– |
– |
Expenditure in Foreign Currency: |
|
|
| Travel |
– |
– |
| Others |
– |
– |
Details of change in nature of business, if any:
There was no change in the nature of business of the Company during the financial year.
Changes in directors and key managerial personnel:
In accordance with the provisions of section 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Company's
Articles of Association, Shri. ADIT S BAFNA (DIN: 00058663), retires by rotation at the
forthcoming Annual General Meeting, and he being eligible, offers himself for
re-appointment. The Board recommends the re-appointment.
As on the date of this report, your Company's Board comprised of 4 (Four) Directors,
with 2 (Two) Non-Executive Independent Directors and 2 (Two) Non-Independent Directors.
The Board of Directors of the Company comprised of Smt. SAJJAN KANWAR BAFNA (DIN:
00007725) as Chairperson, Shri. ADIT S BAFNA (DIN: 00058663) as Managing Director and Smt.
RAINY RAMESH SINGHI (DIN: 09844099) and Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as
Independent Directors.
During FY 2024-25, the following changes in the Board composition and Key Managerial
Personnel took place:
- Shri. ADIT S BAFNA (DIN: 00058663) was appointed as Director and Honorary Managing
Director of the Company for a period of five years by the members at their Annual General
Meeting held on September 30, 2024;
- Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) was appointed as Executive Chairperson of
the Company for a period of three years by the members at their Annual General Meeting
held on September 30, 2024;
- Smt. RAINY RAMESH SINGHI (DIN: 09844099) was appointed as a Non-Executive Independent
Director of the Company not liable to retire by rotation for a period of five consecutive
years by the members at their Annual General Meeting held on September 30, 2024 during the
financial year; and
- Shri. MAHESH TATED (DIN: 00488121) resigned as a Non-Executive Independent Director
of the Company from the Board with effect from September 30, 2024 during the financial
year pursuant to completion of his two terms of directorship as an Independent Director in
the Company. The Board placed on record their appreciation for the active guidance and
valuable services rendered by him during his tenure as Director of the Company.
Evaluation of the board's performance:
In compliance with the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of
the Board, its Committees and individual Directors was carried out during the year under
review.
Questionnaire approach was adopted for said evaluations. The outcome of this
performance evaluation was presented at the meetings of the Nomination and Remuneration
Committee, Independent Directors, and the Board for the consideration of the members.
The Nomination and Remuneration Committee (NRC) at its meeting carried out a separate
exercise for evaluating every Directors performance. The evaluation of Independent
Directors was carried out without the presence of that Director. A separate meeting of the
Independent Directors was convened which reviewed the performance of the Board (as a
whole), the Non-Independent Directors and the Chairman.
Some of the key criteria's for performance evaluation were as follows:
Performance evaluation of Board and Committees:
1. Degree of fulfillment of key responsibilities;
2. Board structure and composition;
3. Effectiveness of Board processes, information and functioning;
4. Board Culture and Dynamics;
5. Quality of relationship between the Board and the Management;
6. Establishment and delineation of responsibilities to committees.
Performance evaluation of Directors:
1. provide meaningful and constructive contribution and inputs in meetings;
2. display a good degree of understanding of the Company, industry, sector, geography;
3. display independence of judgment.
Familiarization programme for independent directors:
The Independent Directors of the Company are persons of integrity, possessing rich
experience and expertise in the field of corporate management, finance, capital market,
economic and business information.
The Company has issued appointment letter to the Independent Directors setting out in
detail, the terms of appointment, duties, roles & responsibilities and expectations
from the appointed Director. The Board of Directors has complete access to the information
within the Company. Presentations are regularly made to the Board of Directors / Audit
Committee / Nomination & Remuneration Committee / Stakeholders Relationship Committee
on various related matters, where Directors have interactive sessions with the Management.
During the financial year 2024-25, the Company has conducted one familiarization
programme on 14th February, 2025. Discussions were held on topics such as:
- Roles, rights, responsibilities of the Director and Statutory compliances required to
be made by the Company and the Directors as a part of the Board;
- Business model of the Company;
- Industry overview and organizational structure of the Company, operations and product
overview & statutory changes in the law and its effect on the industry;
- Strategies and growth plans of the Company;
- Business Structure and Overview, Corporate Strategy;
- Competition update;
- Strategic risks and mitigation;
- Corporate Governance;
- Strategies and growth plans of the Company;
- Cost control mechanism; and
- Awareness with respect to roles and responsibilities as specified in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Subsidiary:
The Company does not have any subsidiary companies or associate companies or joint
ventures.
Internal financial controls:
The Company has adequate internal financial controls in place. During FY 2024-25, these
controls were tested, and no reportable material weaknesses in design or operation were
observed. Management has reviewed the existence of various risk-based controls in the
Company and also tested key controls to ensure compliance for the present financial year.
In the opinion of the Board, the existing internal control framework is adequate and
commensurate with the size and nature of the Company's business. Furthermore, the
Statutory Auditors independently tested the adequacy of internal financial controls over
financial reporting as mandated under the provisions of the Act. During FY 2024-25, there
were no instances of fraud reported by the auditors to the Audit Committee or the Board of
Directors.
Deposits:
Your Company has neither accepted nor renewed any deposits from public within the
meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year and as such, no amount of principal or
interest was outstanding as on the Balance Sheet date. Accordingly, your directors would
like to state that there are no deposits which are not in compliance with the requirements
of Chapter V of the Act.
In terms of sub-section (3) of section 134 of the Companies Act, 2013 and the rules
framed thereunder, the particulars relating to deposits is given below:
| (a) accepted during the year; |
Nil |
| (b) remained unpaid or unclaimed as at the end of the year; |
Nil |
(c) whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of such cases and the total
amount involved- |
No |
| (i) at the beginning of the year; |
Nil |
| (ii) maximum during the year; |
Nil |
| (iii) at the end of the year; |
Nil |
Material orders passed by regulatory authorities:
There are no significant and material orders passed by the regulators or courts or
tribunals during the year impacting the going concern status and Company's operations in
future.
Risk management policy:
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's businesses. Risk Management is a structured approach to manage
uncertainty. Risk Management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate
the probability and/ or impact of unfortunate events or to maximize the realization of
opportunities. Although the Company does not have a formal risk management policy but a
formal enterprise-wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework. The Company has laid down a
Comprehensive Risk assessment and minimization procedure which is reviewed by the Board
from time to time. These procedures are reviewed to ensure that executive management
controls risks through means of a properly defined framework. Key business risks and their
mitigation are also considered in the annual / strategic business plans and in periodic
management reviews.
Details of revision of financial statements:
There was no revision of the financial statements of the Company during the financial
year.
Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016:
The Company has not made any application nor any application or proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial
year.
One-time settlement with the banks or financial institutions:
The Company has not entered into any one-time settlement with the Banks or financial
institutions. Accordingly, the reporting on the details of difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof does not
arise.
Shares and share capital:
a. capital structure:
The Authorised Share Capital of your Company is Rs.5,50,00,000/-comprising of 55,00,000
Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs.3,53,49,000/- comprising
of 35,34,900 Equity Shares of Rs.10/- each.
b. buy-back of shares:
The Company has not bought back any of its securities during the financial year.
c. sweat equity:
The Company has not issued any Sweat Equity Shares during the financial year.
d. bonus shares:
No Bonus Shares were issued during the financial year.
e. employees stock option plan:
The Company has not provided any Stock Option Scheme to the employees during the
financial year.
Statutory auditors:
M/s. SIROHIA & CO (FRN: 003875S), Chartered Accountants, Chennai were appointed
for a period of 5 (five) consecutive years from the conclusion of the 28th
Annual General Meeting held in the calendar year 2022 till the conclusion of the 33rd
Annual General Meeting to be held in the calendar year 2027, as required under Section 139
of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
Secretarial auditors:
In accordance with the provisions of section 204 of the Companies Act, 2013, the Board
has appointed M/s. MUNDHARA & CO, Company Secretaries in Whole-time Practice,
Chennai as the Secretarial Auditors for the financial year 2024-25. The report of the
Secretarial Auditors for the financial year 2024-25 is annexed to this report.
Internal Auditors:
The Company follows a robust Internal Audit process, with audits conducted regularly
throughout the year according to the agreed audit plan. For the FY 2024-25, CA Shri. T.S.
Srinivasan (M. No. 019118) was appointed as Internal Auditor to conduct the Internal Audit
of key functions and assess Internal Financial Controls etc., among other
responsibilities.
Maintenance of cost records:
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
Particulars of employees:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, your Directors would like to state that the Company does not have any
employees drawing remuneration in excess of the limits set out in the said rules. However,
the details of top ten employees of the Company in terms of remuneration drawn by them are
provided in this Annual Report and forms an Annexure to Annexure-2.
Disclosure under the sexual harassment of women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
Your Company has requisite policy for the Prevention of Sexual Harassment, which is
available on the Company's website at https://mansi.in. This comprehensive policy ensures
gender equality and the right to work with dignity for all employees (permanent,
contractual, temporary, and trainees).
The Company has adequate measures including checks and corrections in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Committee (IC) has been set up to redress complaints
received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed off
during the financial year:
| - No. of Complaints received |
: NIL |
| - No. of Complaints disposed off |
: NIL |
| - No. of cases pending for more than 90 days |
: NIL |
| - No. of workshops / awareness programmes carried out |
: ONE |
| - Nature of action taken by the employer / DO |
: Not Applicable |
Vigil Mechanism:
The Company has adopted a Whistleblower Policy as part of its vigil mechanism. The
Policy ensures that strict confidentiality is maintained while dealing with concerns
raised and that no discrimination will be meted out to any person for a genuinely raised
concern about any unethical and improper practices, fraud, or violation of the Company's
Code of Conduct. The Policy, which covers all employees, Directors, and other people
associated with the Company, is hosted on the Company's website at https:/ /mansi.in.
A brief note on the Vigil Mechanism/Whistle Blower Policy is also provided in the
Report on Corporate Governance, which forms part of this Annual Report.
Reserve Bank of India regulations:
Your Company is generally complying with the directions of the Reserve Bank of India
regarding prudential norms of accounting, capital adequacy ratio, provisions for bad and
doubtful debts and other requirements as per the directions issued from time to time.
Corporate governance:
The Company has complied with all the mandatory requirements of Corporate Governance
specified by the Securities and Exchange Board of India through Part C of Schedule V of
Listing Regulations. As required by the said Clause, a separate report on Corporate
Governance forms part of the Annual Report of the Company.
Certificate from director for compliance with code of conduct:
A certificate has been obtained from Shri. ADIT S BAFNA (DIN: 00058663), Managing
Director of the Company certifying that the Company has duly complied with requirements
relating to the code of conduct as laid down in the Listing Agreement entered with the
Stock Exchange and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Certificate from director and chief financial officer:
A certificate has been obtained from Shri. ADIT S BAFNA (DIN: 00058663), Managing
Director and Shri. DINESH KUMAR M JAIN (PAN: AAEPJ0465G), Chief Financial Officer as
required under regulation 34(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance
which is enclosed and is forming part of this Report and is annexed as Annexure-3
to this report.
Certificate on compliance with the conditions of corporate governance under the Listing
Agreement and the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015:
A certificate from M/s. Sirohia & Co, Practicing Chartered Accountants regarding
compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of
SEBI Listing Regulations which is Annexed to the Corporate Governance Report is forming
part of this annual report.
Listing at stock exchange:
The Equity Shares of the Company continue to be listed on Bombay Stock Exchange
Limited.
Management's discussion and analysis:
In terms of the provisions of regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the required Management's Discussion and
Analysis Report is set out in this Annual Report.
Statement of Declaration by independent directors:
In accordance with Section 149(6) of the Companies Act, 2013, and Regulation 25 of the
Listing Regulations, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and Smt. RAJENDHIRAN ESWARI
ANGALI (DIN: 05345622) were appointed as Independent Directors of the Company.
All Independent Directors have given declaration that they meet the criteria of
independence with relevant integrity, expertise, experience and proficiency as provided
under Section 149, read with Schedule IV of the Act and Regulation 16 and 17 of the
Listing Regulations and have also given declaration for compliance of inclusion of name in
the data bank, being maintained with ‘Indian Institute of Corporate Affairs' as
provided under Companies Act, 2013 read with applicable rules made thereunder.
In the opinion of the Board of Directors of the Company, the independent directors have
the required integrity, expertise and experience (including the proficiency) to continue
as independent directors.
Employee remuneration:
The ratio of the remuneration of each Director to the median employee's remuneration
and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are forming part of this report and are annexed as Annexure-2
to this report.
Committees of board of directors:
The Company has established the following committees as part of best corporate
governance practices in compliance with the relevant provisions of applicable laws and
statutes:
i. Audit Committee:
The Audit Committee met four times during FY 2024-25: May 29, 2024, August 14, 2024,
November 14, 2024 and February 14, 2025. As of March 31, 2025, the Committee comprised
Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH SINGHI
(DIN: 09844099) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as Members. The board
accepted all recommendations made by the Audit Committee.
ii. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee met four times during FY 2024-25: May 29,
2024, August 14, 2024, November 14, 2024 and
February 14, 2025. As of March 31, 2025, the Committee comprised Smt. RAJENDHIRAN
ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH SINGHI (DIN: 09844099) and
Shri. ADIT S BAFNA (DIN: 00058663) as Members. All recommendations made by the Nomination
and Remuneration Committee were accepted by the Board.
iii. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee met four times during FY 2024-25: May 29, 2024,
August 14, 2024, November 14, 2024 and February 14, 2025. As of March 31, 2025, the
Committee comprised Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt.
RAINY RAMESH SINGHI (DIN: 09844099) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as
Members. All recommendations made by the Stakeholders Relationship Committee were accepted
by the Board.
iv. Risk Management Committee:
The Risk Management Committee met four times during FY 2024-25: May 29, 2024, August
14, 2024, November 14, 2024 and February 14, 2025. As of March 31, 2025, the Committee
comprised Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622) as Chairperson, Smt. RAINY RAMESH
SINGHI (DIN: 09844099) and Smt. SAJJAN KANWAR BAFNA (DIN: 00007725) as Members.
v. Independent Directors:
As of March 31, 2025, the Board of Directors comprised two Independent Directors: Smt.
RAINY RAMESH SINGHI (DIN: 09844099) and Smt. RAJENDHIRAN ESWARI ANGALI (DIN: 05345622).
The Independent Directors meeting was held on February 14, 2025 without the attendance of
Non-Independent Directors and members of the management of the Company. The Independent
Directors, inter alia, evaluated the performance of the Non-Independent Directors, the
Chairperson of the Company and the Board of Directors as a whole for the Financial Year
ended March 31, 2025. They also assessed the quality, content and timeliness of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties. The Corporate Governance Report, which
forms part of this Annual Report, provides a detailed note on these committees.
Nomination and Remuneration Policy:
In accordance with the provisions of Section 134(3)(e) and 178 of the Companies Act,
2013, the Board of Directors has approved a policy on the appointment and remuneration of
Directors. This policy includes terms of appointment, criteria for determining
qualifications, performance evaluation of Directors, and other related matters. A copy of
the policy is available on the Company's website at https://mansi.in.
Corporate social responsibility:
As informed by the statutory auditors, the Company is not meeting with the threshold
limits provided under the provisions of section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the
reporting on the same is not applicable to the Company.
Still, as a part of its initiative under "Corporate Social Responsibility"
drive, the Company has undertaken projects on its own and through various charitable
trusts engaged in philanthropic activities in the field of education and healthcare, while
also pursuing various other CSR activities for the benefit of the community in and around
its local areas of operations.
The Company has not prepared and presented any separate annual report on the CSR
activities as the said provisions are not applicable to the Company.
Acknowledgements:
Your Directors wish to acknowledge all their stakeholders and are grateful for the
excellent support received from the shareholders, bankers, financial institutions,
government authorities, esteemed clients, customers and other business associates. Your
Directors recognize and appreciate the hard work and efforts put in by all the employees
of the Company and their contribution to the growth of the Company in a very challenging
environment.
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