MAZDA PROPERTIES LIMITED

Transcription

1 MAZDA PROPERTIES LIMITED 31st Annual Report & Accounts

2 MAZDA PROPERTIES LIMITED 31st Annual Report CONTENTS Particulars Page No. Notice 2 Directors' Report 7 Auditors' Report 19 Balance Sheet 26 Statement of Profit and Loss 27 Cash Flow Statement 28 Notes to Financial Statements 29

3 MAZDA PROPERTIES LIMITED 31 st Annual Report BOARD OF DIRECTORS D.K. DEBOO Chairman F.E.D. MEHTA Director SHIRISH H. SHAH Director HAREN P. SHAH Director (Independent) MAHESH D. JHAVERI Director (Independent) DESIREE C. LOBO Director (Independent) COMPANY SECRETARY DINESH KUMAR CHIEF FINANCIAL OFFICER BIPIN C. SHAH CHIEF EXECUTIVE OFFICER ASHOK L. SURANA AUDITORS V. J. SHAH & CO. CHARTERED ACCOUNTANTS , 'K' BUILDING, WALCHAND HIRACHAND MARG, BALLARD ESTATE, NEAR GPO, CST, MUMBAI BANKERS CENTRAL BANK OF INDIA MUMBAI MAIN OFFICE, M.G. ROAD, MUMBAI REGISTERED OFFICE PARK VIEW, LUNSI KUI, NAVSARI ADMINISTRATIVE OFFICE ELPHINSTONE HOUSE, 2 ND FLOOR, 17, MARZBAN ROAD, FORT, MUMBAI

4 MAZDA PROPERTIES LIMITED 31 st Annual Report NOTICE Notice is hereby given that the 31 st Annual General Meeting of the Members of MAZDA PROPERTIES LIMITED will be held on Sunday, 30 th September, 2018 at 11:00 a.m. at 3, Sir J.J. Shopping Centre, Panch Hatdi, Navsari to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Statement of Profit and Loss and Cash Flow Statement for the year ended 31 st March, 2018 and the Balance Sheet as on that date together with the Report of the Board of Directors and the Auditors thereon. 2. To appoint a director in the place of Shri Farrokh Mehta (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment. NOTES: 1. A member entitled to attend and vote at the Annual General Meeting (the Meeting ) is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting. A Proxy Form for the AGM is enclosed. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. Corporate members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. 3. Members/proxies/authorized representatives are requested to bring their attendance slip along with their copy of Annual Report at the Meeting. 4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 5. The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company/Registrars and Transfer Agents to record additional details of Members, including their Permanent Account Number details ( PAN ), address, bank details for payment of dividend, etc. Further, the Securities and Exchange Board of India ( SEBI ) has mandated the submission of PAN by every participant in the securities market. A form capturing the above details is appended to this Notice. Members holding shares in the physical form are requested to submit the filled form to the Company or its Registrar and Transfer Agent, viz., Purva Sharegistry India Private Limited (Unit: Mazda Properties Limited), by writing to them at Unit No. 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, Opp. Kasturba :: 2 ::

5 MAZDA PROPERTIES LIMITED 31 st Annual Report Hospital Lane, Lower Parel (E), Mumbai Members holding shares in electronic form are requested to submit the details to their respective Depository Participant(s). 6. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank or addresses mandates immediately by quoting their Folio Number to the Company s Registrar and Share Transfer Agent, viz., Purva Sharegistry India Private Limited (Unit: Mazda Properties Limited). 7. As per the provisions of Section 72 of the Act, facility for making nomination is available for the Members in respect of the shares held by them. Members holding shares in single name and who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members holding shares in physical form are requested to submit the forms to the Company. Members holding shares in electronic form must submit the forms to their respective Depository Participants. 8. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Purva Sharegistry India Private Limited (Unit: Mazda Properties Limited), for consolidation into a single folio. 9. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or its Registrar and Transfer Agent, viz., Purva Sharegistry India Private Limited (Unit: Mazda Properties Limited) for assistance in this regard. 10. Members who have not registered their addresses so far are requested to register their e- mail address for receiving all communication including Annual Report, Notices and Circulars etc. from the Company electronically. 11. Members are requested to note that pursuant to the provisions of Section 124 of the Companies Act, 2013, the dividend remaining unclaimed/unpaid for a period of seven years from the date it becomes due for payment shall be credited to the Investor Education and Protection Fund (IEPF) set up by the Central Government. Member may also note that no dividend remains unclaimed/unpaid to the Members by the Company. 12. Details in respect of the Director seeking re-appointment at the Meeting, forms integral part of the notice. The Director has furnished the requisite declarations for his re-appointment. 13. The Annual Report for financial year , the Notice of the 31 st AGM along with Attendance Slip and Proxy Form, are being sent by electronic mode to all members whose addresses are registered with the Company/Depository Participant(s), unless a member has requested for a physical copy of the documents. For members who have not registered their addresses, physical copies of the documents are being sent by the permitted mode. 14. At the Meeting, once the discussion on the resolution on which voting is to be held is over, the Chairman shall allow voting, as provided under sub-rule (1) of Rule 21 by use of ballot paper for all those members who are present at the Meeting. :: 3 ::

6 MAZDA PROPERTIES LIMITED 31 st Annual Report Members desiring any information relating to the accounts are requested to write to the Company well in advance so as to enable the management to keep the information ready. 16. Route Map showing directions to reach the venue of the 31 st AGM is given at the end of this notice as per the requirement of the Secretarial Standards-2 on General Meeting. BY ORDER OF THE BOARD OF DIRECTORS Place : Mumbai Date : 4 th September, 2018 DARA K. DEBOO CHAIRMAN Registered Office: Park View, Lunsi Kui, NAVSARI (Gujarat State) CIN : L65910GJ1986PLC :: 4 ::

7 MAZDA PROPERTIES LIMITED 31 st Annual Report ANNEXURE TO ITEM 2 OF THE NOTICE Details of Director seeking re-appointment at the forthcoming Annual General Meeting [Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 & Secretarial Standard on General Meetings] Name of Director Farrokh Mehta Date of Birth 01/07/1939 Nationality Indian Date of Appointment on the Board 16/10/1986 Qualification B.Com., LL.B. Expertise in specific functional area Legal Number of shares held in the Company 500 Directorships held in other companies 2 Chairman/Member in the Committees of the Board of companies in which he is Director Relationship between Directors inter-se No No relationship BY ORDER OF THE BOARD OF DIRECTORS Place: Mumbai Date : 4 th September, 2018 DARA K. DEBOO CHAIRMAN Registered Office: Park View, Lunsi Kui, NAVSARI (Gujarat State). CIN : L65910GJ1986PLC :: 5 ::

8 MAZDA PROPERTIES LIMITED 31 st Annual Report ROUTE MAP From Navsari Railway Station to AGM Venue 3, Sir J. J. Shopping Centre Navsari Railway Station From New Delhi- Mumbai- Chennai Highway to AGM Venue 3, Sir J. J. Shopping Centre New Delhi- Mumbai- Chenna Highway :: 6 ::

9 MAZDA PROPERTIES LIMITED 31 st Annual Report DIRECTORS REPORT TO THE SHAREHOLDERS TO THE MEMBERS OF MAZDA PROPERTIES LIMITED Your Directors hereby present their Thirty First (31st) Annual Report and the Audited Statements of Accounts for the year ended March 31, Financial Results Particulars For the year Ended 31/03/2018 Financial Year ended Standalone In Rupees For the year Ended 31/03/2017 Income from operations Other Income Total Expenditure before Finance Costs & Depreciation Profit/(loss) before Finance Costs, Depreciation, Exceptional Items & Tax Finance Costs Depreciation Profit/(Loss) before Exceptional Items & Tax Exceptional Items (Income) Profit / (Loss) before Tax Tax Expenses (A) Profit/(Loss) after Tax from continuing operations Profit/(Loss) before Tax from discontinuing operations Tax Expenses (B) Profit/(Loss) after Tax from discontinuing operations (C) Profit/(Loss) for the Period (A-B) (D)Other Comprehensive Income (E) Profit/(Loss) brought forward from previous year Amount transferred to General Reserve Profit/(Loss) carried to Balance Sheet (C+D+E) (13,10,215) (11,97,443) (1791) (3,150) (13,11,891) (12,00,478) 15,000 (13,11,891) (11,85,478) (13,11,891) (11,85,478) (13,11,891) (11,85,478) *previous year figures have been regrouped/rearranged wherever necessary. (1,36,41,655) (1,24,56,177) NIL (1,49,53,546) (1,36,41,655) :: 7 ::

10 MAZDA PROPERTIES LIMITED 31 st Annual Report Dividend In view of the loss incurred during the year, the Directors do not recommend the payment of dividend. 3. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT-9 is provided as link at our website, please browse at 4. Comments by the board on every qualification, reservation or adverse remark or disclaimer made by: i. Auditor in his report The observations made by the Auditors in their report are self-contained and self-explanatory and also have been properly dealt in the specific notes forming part of the accounts and therefore do not call for any further explanation. ii. Company Secretary in practice in his report The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 5. Internal financial controls with reference to financial statements: The Company has in place adequate internal control with reference to financial statements. The Board has adopted the policy and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy and completeness of the accounting records. 6. Deposits: The Company has not accepted any deposits covered under Chapter V of the Companies Act, Directors and Key Managerial Personnel: In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Farrokh Mehta, (DIN: ), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board has been duly constituted and no appointment or resignation took place in the financial year Resignation occurring after Reporting Period Mrs. Desiree Colin Lobo, Independent Director of the Company, has resigned w.e.f. 1st August, Mr. Bipin C. Shah, Chief Financial Officer and Mr. Ashok Lalchand Surana, Chief Executive Officer of the Company, and Mr. Dinesh Kumar, Company Secretary have resigned w.e.f. 1 st August, Number of meetings of the board: During the year under review, the meeting of the Board of Directors was conducted 5 times, on 30 th May, 2017, 2 nd September, 2017, 14 th September 2017, 14 th November, 2017 and 14 th February, The intervening gap between any two meetings was within the period prescribed by the Companies Act, :: 8 ::

11 MAZDA PROPERTIES LIMITED 31 st Annual Report The Company has received declarations from all Directors of the Company stating that they meet criteria of independence as mentioned under Section 149(6) of the Companies Act, Sr. No Date Board Meeting of Name of Director and Attendance details Mr. Shah S.H Mr. F.E.D Mehta Mr. Dara. K. Deboo Mrs. Desiree Lobo Mr. Haren P. Shah Mr. M. D. Jhaveri Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 9. Projects Ahura Ashish Complex at Bordi The Company could not make any progress on this project due to dispute between the Company and the Vendor. The matter is pending in the Court. In this regard, your attention is drawn to Note 5 (A) (2) of Notes forming part of the Financial Statements Sr. No.5 (A) (2) to 5 (A) (2.4). Your Directors are taking every possible necessary step to protect the interest of the Company. Considering the facts and circumstances of the case, your Directors are confident of getting the appropriate orders and/or reliefs in the Company s favour from the Court. 10. Disclosure about regulatory and legal matters Administrative Office Premises The company has filed R.A.D. Suit in the Court of Small Causes at Mumbai against Vitta Mazda Ltd. and Trustees of the Elphinstone Cricket Club and Official Liquidator of Vitta Mazda Ltd. - In Liquidation (joined as party defendant as per the judgement and order dtd of the Hon ble High Court of Gujarat) for a declaration that the company is in quiet and peaceful use, occupation and enjoyment of part of the premises viz. 203, Elphinstone House, 2 nd Floor, 17, Marzban Road, Mumbai The company has obtained a permanent injunction order in the said suit whereby the Defendants are restrained from dispossessing the company from the said premises till disposal of the suit and the same is still valid and holds good. However, on 10/10/2014 the Bailiff along with one of the trustees of the Elphinstone Cricket Club attempted to execute Writ of Warrant of possession against the Vitta Mazda Ltd. and Official Liquidator of Vitta Mazda Ltd. - In Liquidation in respect of the Administrative Office Premises of the Company in pursuance of the order passed in the Execution Application No. 327/14 in Appeal No. 527/10 in L.E & C. Suit No. 20/22 of 1995 filed by the Trustees of the Elphinstone Cricket Club V/s Vitta Mazda Ltd. & Official Liquidator High Court, Ahmedabad. To further protect the interest of the Company, the Company has made an application in the said Execution Application on 27/08/2015 with a prayer that said decree of Warrant of possession cannot be executed without first adjudicating the rights of the Company, which is pending before the Court of Small Cause of Mumbai. The landlords of the Administrative Office Premises viz. Trustees of the Elphinstone Cricket Club have filed Obstructionist Notice No. 667 of 2015 in Exhibit No. 23 (Intervener s Application) in Execution :: 9 ::

12 MAZDA PROPERTIES LIMITED 31 st Annual Report Application No. 327/14 in L.E. & C Suit No. 20/22 of 1995 against (1) Vitta Mazda Ltd. (now in liquidation) and (2) the Official Liquidator High Court, Ahmedabad as Defendants and the Company as an Intervener and M/s. Master & Company as Obstructionists. There is an uncertainty related to the outcome of the said application filed against the company. Ahura Ashish Complex at Bordi Your attention hereby invited to Note 5 (A) (2) of Notes forming part of the Financial Statements Sr. No.5 (A) (2) to 5 (A) (2.4) giving complete details of the pending suits/execution proceedings filed by the Company at Palghar Court, which are self explanatory. Delisting of Security from BSE Limited (BSE) BSE vide notice no dated read with order no. LIST/COMP/AS/228/ dated , has Compulsory Delisted Mazda Properties Limited w.e.f. May 11, 2018 and shifted the Company to its Dissemination Board for a period of five years. In view of the above, the Promotors of the Company have been directed to provide an Exit Offer to the Public Shareholders of the Company at the exit price computed by the independent valuer appointed by BSE pursuant to regulation 23(1) of SEBI (Delisting of Equity Shares) Regulations, 2009 and published by BSE in the Press Release dated May 12, 2018 ("Press Release"). In the extant case, as per the Press Release, the exit price has been arrived at Re.1/- (Rupee One Only) per Equity Share ("Exit Price") of the Company. 11. Director s Responsibility Statement As stipulated in Section 134(3)(c) of the Companies Act, 2013, your Directors confirm as under:- i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and of the loss of the Company for the year ended 31st March, iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the Annual Accounts on a going concern basis. v. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. vi. That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 12. SEBI(LODR) Requirements The securities of your company were listed at Bombay Stock Exchange, Mumbai. Trading in company s securities remain suspended at Stock Exchange during the year. 13. Auditors Members of the Company at the Annual General Meeting ( AGM ) held on 30th September, 2017, approved the appointment of M/s. V. J. Shah & Co., Chartered Accountants, ("the Auditors") as the statutory auditors of the Company for a period of five years commencing from the conclusion of the 30th Annual General Meeting held on 30th September, 2017 until the conclusion of 35th Annual General Meeting of the Company to be held in the year The Auditors have audited the books of account of the Company for the Financial Year ended 31st March, 2018 and have issued the Auditors Report thereon. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on 7th May, 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any :: 10 ::

13 MAZDA PROPERTIES LIMITED 31 st Annual Report resolution on ratification of appointment of Statutory Auditors. The Auditors have confirmed that they are eligible to continue as Statutory Auditors of the Company to audit the books of account of the Company for the Financial Year ending 31st March, Secretarial Auditor: Mohd Akram, Practicing Company Secretaries were appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year Their Secretarial Audit Report, in prescribed in the Form No. MR-3 is annexed to the Directors Report. 15. Declaration of Independent Directors: The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 16. Performance Evaluation of The Board, Committees and Director Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an evaluation of its own performance, Committees and performance of Individual Directors. The performance of the Board, Committees and Individual directors was evaluated by seeking inputs from all Directors based on certain parameters such as: degree of fulfillment of key responsibilities; Board/Committee structure and composition; establishment and delineation of responsibilities to various Committees; effectiveness of Board processes, information and functioning; Board/ Committee culture and dynamics and quality of relationship between the Board /Committee and the Management. The Directors made a self-assessment of their effectiveness in terms of attendance, contribution at Meetings and guidance/support extended to the Management outside Board/ Committee Meetings. The feedback received from the Directors was discussed and reviewed by the Independent Directors and also shared with Nomination and Remuneration Committee. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board. 17. Risk Management Policy: The company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the audit committee and the board of directors of the company. The company s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by statutory as well as internal auditors. Significant audit observations and follow up actions thereon are reported to the audit committee. 18. Vigil mechanism / Whistleblower policy: In conformity with the provisions of the Companies Act, 2013, policy has been laid down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organisation. 19. Remuneration Policy: The board has, on the recommendation of the nomination & remuneration committee framed a policy for selection and appointment of directors, senior management and their remuneration. :: 11 ::

14 MAZDA PROPERTIES LIMITED 31 st Annual Report Audit Committee: The Audit Committee comprises of Mr. Shirish H. Shah(DIN : ), Chairman of the Audit Committee, Mr. Haren P. Shah (DIN : ) and Mr. Mahesh D. Jhaveri (DIN : ) as members, in line with requirements of Section 177 of the Companies Act, All the recommendations made by the Audit Committee were accepted by the Board. 21. Conservation of Energy, Technology absorption, foreign earnings and outgo: The information as required under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable for the year under review as the Company is not engaged in manufacturing activities during the year under review. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology. The Company has no foreign exchange earning and outgo during the year under review. 22. Particulars of Employees: The prescribed particulars of Employees required under section 197 of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed and forms part of this report of the Directors. 23. Corporate Governance: In view of the exemption granted to the Company vide Circular No. CIR/CFD/POLICY CELL/7/2014 dated by SEBI, the provision with regard to Corporate Governance /Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs.10 crores and/or net worth not exceeding Rs. 25 crores as on the last day of the previous financial year. 24. Code For Prevention Of Insider-Trading Practices: The Securities and Exchange Board of India vide notification dated January 15, 2015 notified The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 which is effective from May 15, The Company has amended its Insider Trading Prohibition Policy accordingly. The Company has instituted a comprehensive code of conduct for its directors, management and officers and the other connected persons with the Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, guidelines and procedures to be made while dealing with shares of the Company including the consequences of violations, if any. The code clearly specifies, among other matters, that the Directors and specified employees of the Company can trade in the shares of the Company only during Trading Window Open Period. The trading window is closed during the time of declaration of results, dividend and material events, etc. as per the Policy. Disclosure of shareholding is taken from all the directors and Designated Employees and other connected persons of the Company. 25. Disclosures Related Party Transactions All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements. :: 12 ::

15 MAZDA PROPERTIES LIMITED 31 st Annual Report Particulars of loans, guarantee and investments: Details of investments made by the Company have been given in the Financial Statements. The Company has not given any guarantee or advanced any loans pursuant to the provisions of Section 186 of Companies Act, Cash flow analysis: In conformity with the provisions of Companies Act, 2013 the cash flow statements for the year ended is annexed with the financial statements. 26. Corporate Social Responsibility In view of the exemption granted to the Company under Section 135 of Companies Act, 2013, CSR is not applicable to the company for the financial year Acknowledgement Your Directors wish to place on record their appreciation of the wholehearted co-operation received by the Company from their bankers during the year under review. 28. General The notes forming part of the Financial Statements are self-explanatory or to the extent necessary have been dealt within the preceding paragraphs of this report. ON BEHALF OF THE BOARD OF DIRECTORS Place : Mumbai Date : 4 th September, 2018 DARA K. DEBOO CHAIRMAN :: 13 ::

16 MAZDA PROPERTIES LIMITED 31 st Annual Report ANNEXURE TO THE DIRECTORS REPORT Particulars Pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel Rules, 2014) a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. - Not applicable as no director is receiving any remuneration. b) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. - No increase in remuneration per month. c) the percentage increase in the median remuneration of employees in the financial year. - NIL. d) the number of permanent employees on the rolls of company. - 3 (Three). e) the explanation on the relationship between average increase in remuneration and company performance. - N.A. f) comparison of the remuneration of the Key Managerial Personnel against the performance of the company. - N.A. There is no variable component of salary paid in F.Y / linked to performance of the Company in the remuneration paid to the said Managerial Personnel. g) variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer - No change as the Company is in suspension and has applied for the revocation of suspension. h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; - N.A. as no employee other than the Managerial Personnel. i) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company. - N.A. There is no variable component of salary paid in F.Y / linked with performance of the Company for the said Managerial Personnel. j) key parameters for any variable component of remuneration availed by the directors - N.A. k) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- N.A. applicable l) affirmation that the remuneration is as per the remuneration policy of the company. - Yes. :: 14 ::

17 MAZDA PROPERTIES LIMITED 31 st Annual Report Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] The Members, MAZDA PROPERTIES LTD Park View lunsi Kui Navsari Dist Navsari Gujarat We have conducted the secretarial audit of the compliance of applicable statutory provisions under the Companies Act, 2013, regulations laid down by the Securities and Exchange Board of India (SEBI), Foreign Exchange Regulations and other applicable laws listed hereinbelow and the adherence to good corporate practices by MAZDA PROPERTIES LTD (hereinafter called the "Company") for the audit period covering the financial year ended on 31st March, Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the company s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2017, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: 1. We have relied on and examined the books, papers, minute books, forms and returns filed and other records maintained by the Company and made available at its Registered office for the financial year ended on 31st March 2018, according 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) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- (a) The Securities and Exchange Board of India (Substantial Acquisition Shares and Takeovers) Regulations, 2011; of (b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ; and :: 15 ::

18 MAZDA PROPERTIES LIMITED 31 st Annual Report (c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, There were no actions/ events in pursuance of following Regulations of SEBI requiring compliance thereof by the Company during the period under review: (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (b) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; and (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client 3. Provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, External Commercial Borrowings and Overseas Direct Investment were not attracted during the year under review. 4. Based on the information provided and review of the Compliances Report of Managing Director taken on record by the Board of the Company and also relying on the representation made by the Company and its Officers, in our opinion adequate system and process exists in the company to monitor and ensure compliances with the provisions of general laws and there are no Laws and Regulations applicable specifically to the Company having regard to the sector/industry of the company as identified and confirmed by the management. 5. We have also examined compliance with the applicable clauses of the Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India under the provisions of Companies Act, During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above and there are no material non-compliances that have come to our knowledge. :: 16 ::

19 MAZDA PROPERTIES LIMITED 31 st Annual Report We further report that compliances of finance and tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory Auditors and other designated professionals. We further report that: 1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. No changes in the composition of the Board of Directors took place during the financial year under report. 2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. 3. As per the minutes of the meeting duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, there were no specific events/actions in pursuance of the above referred laws, rules, regulations, standards, guidelines etc. having a major bearing on the Company s affairs. FOR CS MOHD AKRAM COMPANY SECRETARIES Date: 04/09/2018 Place: Mumbai Sd/- CS MOHD AKRAM ACS 22589/CoP No Note: This report is to be read with our letter of even date which is annexed as ANNEXURE-A and forms an integral part of this report. :: 17 ::

20 MAZDA PROPERTIES LIMITED 31 st Annual Report The Members, MAZDA PROPERTIES LTD Park View lunsi Kui Navsari Dist Navsari Gujarat ANNEXURE- A 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. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We 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 was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations 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. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. FOR CS MOHD AKRAM COMPANY SECRETARIES Date: 04/09/2018 Place: Mumbai Sd/- CS MOHD AKRAM ACS 22589/CoP No :: 18 ::

21 - - MAZDA PROPERTIES LIMITED 31st Annual Report TO THE MEMBERS OF MAZDA PROPERTIES LIMITED Report on the Financial Statements INDEPENDENT AUDITORS REPORT We have audited the accompanying financial statements of MAZDA PROPERTIES LIMITED ( the Company ), which comprise the Balance Sheet as at 31 st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the cash flow statement and the Statement of changes in Equity for the year then ended, and a summary of significant accounting 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) of the Companies Act, 2013 ( the Act ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in the equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, This responsibility also includes 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 frauds and other irregularities; selection and applications of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. :: 19 ::

22 - - MAZDA PROPERTIES LIMITED 31st Annual Report An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the standalone financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Basis for Qualified Opinion Attention is invited to Note No. 16A, which was also the subject matter of our report similarly qualified in the previous year, regarding non provision of interest payable to a party Rs. 15,22,142/- for the reasons stated therein which constitutes a departure from the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act. If the same is considered, the project expenses (under Note 5) as at the year end would have been Rs.90,07,841/- as against the reported figure of Rs.74,85,699/- (Previous year Rs.89,63,724/- as against the reported figure of Rs.74,85,699/-) and Other Current Liabilities (under Note 12) would have been Rs.32,66,426/- as against the reported figure of Rs.17,44,284/- (Previous year Rs.30,98,979/- as against the reported figure of Rs.16,20,954/-). Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the basis for the qualified opinion paragraph above, the aforesaid financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 st March, 2018, and its loss and its cash flows for the year ended on that date. Emphasis of Matters We draw attention to the following matter in the Note to the financial statements: (a) (b) Note No. 20 in the financial statement which indicates that the Company has accumulated losses and its net worth has been fully eroded, the Company has incurred a net loss during the current and previous year(s) and, the Company s current liabilities exceeded its current assets as at the balance sheet date. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company s ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reason stated in the said Note No. 20. Our opinion is not qualified in respect of these matters. Note No. 21 in the financial statement which indicates that subsequent to the year ended , shares of the company have been delisted by SEBI w.e.f Our report is not qualified in respect of this matter. Our opinion is not qualified in respect of these matters. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2016 ( the Order ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order. :: 20 ::

23 - - MAZDA PROPERTIES LIMITED 31st Annual Report As required by section 143 (3) of the Act, we further report that: (a) (b) (c) (d) (e) (f) (g) (h) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account; except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; the going concern matter described in sub - paragraph (a) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the company; on the basis of written representations received from the Directors as on 31st March, 2018 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act; with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B; subject to the qualification relating to non provision of interest payable to a party as stated in the Basis for Qualified Opinion paragraph above, (i) with respect to other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us; i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note No. 5(A) to the financial statements; ii. The Company did not have any long - term contracts including derivative contracts; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; For V. J. SHAH & CO. (Chartered Accountants) Firm Regn. No W Place : Mumbai Date : 4 th September, 2018 (CHINTAN V. SHAH) Partner Membership No :: 21 ::

24 - - MAZDA PROPERTIES LIMITED 31st Annual Report ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date) i) The Company does not own any fixed assets. Therefore, requirements of clauses 3 (i) (a) to 3 (i) (c) of the Order are not applicable. ii) iii) iv) The Company is engaged in the business of real estate. It does not hold any physical inventories. Therefore, requirements of clause 3 (ii) of the Order are not applicable. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (18 of 2013). Therefore, requirements of clauses 3 (iii) (a) to 3 (iii) (c) of the Order are not applicable. The compliance of provisions of Section 185 and 186 of the Act is not required in respect of loans, investments, guarantees, and securities as no such transactions have been entered into by the Company during the year. v) The Company has not accepted any deposits from the public within the meaning of sections 73 to 76 or any other relevant provisions of the Companies Act, where applicable and the Rules framed there under. We are informed that no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. vi) vii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013, in respect of activities carried on by the Company. a) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been regular in depositing undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and any other material statutory dues with the appropriate authorities, where applicable. b) According to the records of the Company and information and explanations given to us, no disputed amount is outstanding in respected of dues of income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and any other material statutory dues. viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable. ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. :: 22 ::