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Maha Rashtra Apex Corporation Ltd.

BSE: 523384 Sector: Financials
NSE: MAHAPEXLTD ISIN Code: INE843B01013
BSE 15:09 | 17 Jan 103.05 4.90
(4.99%)
OPEN

103.05

HIGH

103.05

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103.05

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 103.05
PREVIOUS CLOSE 98.15
VOLUME 2879
52-Week high 146.85
52-Week low 49.10
P/E
Mkt Cap.(Rs cr) 146
Buy Price 103.05
Buy Qty 127533.00
Sell Price 0.00
Sell Qty 0.00
OPEN 103.05
CLOSE 98.15
VOLUME 2879
52-Week high 146.85
52-Week low 49.10
P/E
Mkt Cap.(Rs cr) 146
Buy Price 103.05
Buy Qty 127533.00
Sell Price 0.00
Sell Qty 0.00

Maha Rashtra Apex Corporation Ltd. (MAHAPEXLTD) - Director Report

Company director report

To the MEMBERS

Maha Rashtra Apex Corporation Limited

Your Directors have pleasure in presenting their Annual Report on the business andoperation of the company and the accounts for the financial year ended 31st March 2017.

1. FINANCIAL SUMMARY OR HIGHLIGHTS :

The financial summary for the year ended 31st March 2017 along with the correspondingfigures for the previous year are as under:-

Particulars 2016- 2017 2015-2016
Revenue from operations 4608885.95 4004385.76
Other income 8925958.16 7834626.34
Sub total 13534844.11 11839012.10
Total expenses including depreciation and finance cost 29587823.41 36311030.26
Profit before tax & extraordinary & exceptional items (16052979.30) (24472018.16)
Exceptional items (21927387.90) (52314487.79)
Extraordinary items 34083709.00 74447897.24
Tax - -
Net profit (3896658.20) (2338608.71)

2. REVIEW OF OPERATION AND STATE OF COMPANY'S AFFAIRS:

During the year under review the Company has earned total revenue of '135.35 lacs ascompared to '118.39 lacs in the previous and has incurred loss of '38.97 lacs as comparedto '23.39 lacs in the previous year. Pursuant to the cancellation of NBFC License by theReserve Bank of India during the year 2002 the Company is not carrying out any activityas a Non Banking Financial Company and is under Scheme of Arrangement as approved byHon'ble High Court of Karnataka under Section 391 of Companies Act 1956. Presently thecompany is engaged only in recovery of its assets and repayment of liabilities under thesaid arrangement.

3. RESERVE & SURPLUS:

No amount is proposed to be transferred to any reserves as on 31st March 2017.

4. DIVIDEND

In view of accumulated losses your Directors do not recommend dividend for the equityshares and 14% Redeemable Cumulative Preference Shares for the financial year 2016-17.

5. SCHEME OF ARRANGEMENT AND PUBLIC DEPOSIT:

In terms of Scheme of arrangement sanctioned by the Hon'ble High Court of Karnatakathe Company has completed payment of three instalments. The payment of 4th instalment isin progress. The outstanding balance of Deposit/Bond is was '3011.56 lacs as on 31stMarch 2016 and '2720.24 lacs as on 31st March 2017

During the year Company has not taken any public deposit falling under the purview ofSection 73 of the Companies Act 2013.

6. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company during the year.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act 2013 no Directors wereappointed or resigned during the financial year.

DIN/PAN Board of Directors and Key Managerial Personnel. Designation
00046329 Subbarame Gowda Whole time Director
01039656 Sevagoor Srinivas Kamath Director
01451944 Kudi Bhoja Shetty Director
07133349 Jyothi Vishweshwaraiah Bhadravathi Director
AACPP7417J Jamsheed MinocherPanday Company Secretary

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr. S RGowda Whole Time Director of the Company retires by rotation and being eligible offershimself for re-appointment at the ensuing Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164 of the CompaniesAct 2013.

The Company is required to appoint Key Managerial Personnel under Section 203 ofCompanies Act 2013. Details are given below:

There is no business activity and also due to financial constraints the company has notappointed CFO.

8. Remuneration to Directors and other employees:

Sl. No Name of the Key managerial personnel DIN/PAN Designation
1 SUBBARAME GOWDA 00046329 Whole time Director
2 JAMSHEED MINOCHER PANDAY AACPP7417J Company Secretary

The Board is comprised of 1 whole-time director 1 non-executive director and 2independent directors. Only Whole-time Director is paid remuneration and independentdirectors are not paid any remuneration.

A) Ratio of remuneration of director to the median remuneration of the employees:

B) No percentage increase in remuneration has been made to Whole-time Director of yourcompany for the year ended March 2017.

Name of the director Ratio to median remuneration of the employees
Sri Subbarame Gowda- Whole Time Director 47.11

C) Percentage increase in median remuneration of the employees for the year ended March2017:Nil

D) Number of permanent employees on the rolls: 33

E) Average percentile increase already made in the salaries of employees and comparisonwith managerial remuneration and justification thereof and exceptional circumstances forincrease in the managerial remuneration: Due to on-going arrangement under Section 391 ofCompanies Act 1956 under the order of Honourable High Court of Karnataka the Whole-timeDirector is drawing minimum salary compared to industry standards.

F) The remuneration is as per remuneration policy of the company.

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of section 136 of the Act the said annexure is open for inspection atthe Registered Office of the Company. Any shareholder interested in obtaining a copy ofthe same may write to the Company Secretary.

Under Section 197(14) of Companies Act 2013 it is hereby informed that none of thedirectors are in receipt of commission from the company / from holding / subsidiarycompany.

9. SUBSIDIARY JOINTVENTURE AND ASSOCIATE COMPANY:

The Company has Subsidiary and Associate Companies. Details are given below:

There is no Joint venture for the Company.

No company became or ceased to be subsidiary/associate or joint venture during thefinancial year 2016-17

Sl.No NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE
1 Maharashtra Apex Asset Management Company Limited U85110KA1995PLC016881 Subsidiary
2 Eldorado Investments Company Private Limited U65910MH1986PTC039904 Subsidiary
3 Crimson Estate & Properties Private Limited U7010MH1987PTC042955 Subsidiary
4 Kurlon Limited U17214KA1962PLC001443 Associate
5 Rajmahal Hotels Limited U55101KA1976PLC003035 Associate
6 Mangala Investments Limited U65993KA1979PLC003652 Associate
7 Manipal Home Finance Limited U85110KA1994PLC016671 Associate
8 Manipal Springs Limited U29309KA1984PLC005964 Associate

Pursuant to Section 129(3) of the Companies Act 2013 the salient features of financialStatement ofSubsidiaries and Associate Companies in Form AOC-1 as 'Annexure I' to thisreport.

10. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

11. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.

12. MEETINGS:

During the financial year ended 31.03.2017 four meetings of the Board of Directors ofthe Company were held. The meetings were held on 30.05.2016 13.08.2016 11.11.2016 and13.02.2017.The attendance of the directors is provided in the corporate governance reportenclosed to this report.

13. INDEPENDENT DIRECTORS

The Company has appointed independent directors in terms of Section 149(4) read withRule 4 of Companies (Appointment and Qualification of Directors) Rules 2014. The Companyhas received necessary declarations from the Independent Directors confirming theirIndependence. There has been no re-appointment of independent director during the year.

14. CORPORATE GOVERNANCE:

As required under Regulation 34(3) read with Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 adetailed Report on Corporate

Governance is enclosed. A Certificate from the Auditors regarding compliance of theconditions of Corporate Governance is made as part of this Report.

15. RISK MANAGEMENT POLICY :

Pursuant to Scheme of Arrangement sanctioned by the High Court of Karnataka to repaythe deposit liabilities and also in compliance of RBI restrictions the Company focusedonly on recovery of loans and repayment of deposits. At present the risk is associatedwith this activity and all efforts are on to manage the delay and shortfall in instalmentpayments and assessment of its impact on the Company.

16. POLICIES ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The company is covered under Section 178(1) of Companies Act 2013 read with Rule 6 ofCompanies (Meeting of Board and its Powers) Rules 2014. Accordingly Section 134(3)(e) ofthe Act requires the Company to disclose policy on director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and matters relating to remuneration for directors key managerial personnel andemployees. The highlights of the said policy is provided hereunder:

• The policy is recommended by Remuneration Committee and approved by the Board

• The policy provides for criteria for appointment / continuation of appointmentof directors on the basis of requirements of Companies Act 2013 and Rules made there under

• The policy also specifies minimum - qualification experience and otherattributes

• The policy lays down criteria for evaluation of performance of board committeesand individual directors (as elaborated under separate heading in this report)

• Other matters like criteria for removal of directors components ofremuneration...etc are specified by the policy.

17. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND AUDIT COMMITTEE ANDSTAKEHOLDER RELATI0NSHIP COMMITTEE :

The Company is required to constitute a Nomination and Remuneration Committee Auditcommittee and Stakeholders Relationship Committee under section 178(1) 177& 178(5)respectively of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board andits Powers) Rules 2014. Consequently disclosure pertaining to composition thereof andtheir recommendations are covered in Corporate Governance Report. During 2016-17 allrecommendations of Audit Committee are accepted by the board. The company has adoptedvigil mechanism and the same is available on the website of the company.

18. FORMAL ANNUAL EVALUATION

The Company is covered under Section 134(3)(p) read with Rule 8(4) of Companies(Accounts) Rules 2014. Accordingly formal annual evaluation of performance of Boardcommittees and individual directors have been conducted by the Nomination &Remuneration Committee in the following manner:

• The evaluation is done internally

• The evaluation is done on the basis of inputs received from the directorsregarding the performance of board & committees as a whole and also of director inindividual capacity. Specific inputs have been collected from Independent Directorsregarding performance of Whole-time Director.

• Broad parameter for board performance have been the efficiency to guide thecompany through the process of recovering the assets and paying-off liabilities under thescheme of arrangement approved by Honourable High Court of Karnataka under Section 391 ofCompanies Act 1956. Supplementary parameter is exploring opportunities for bringing newbusiness opportunities for the company. Specific parameter for Whole-time Director isachievement of targets on the said recoveries and payments. Specific parameter forindependent directors is attendance at board committee meetings and providing independentjudgements on the board decisions. Specific parameter for committees is execution of theirterms of reference.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year the Company has not given any loans provided any securities orguarantee to any persons within the meaning of Section 186 of the Companies Act 2013.

The investments as on 31.03.2017 are provided under schedule 5(b) to the balance sheet.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 Corporate Social Responsibility is not applicable to thecompany.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING ANDOUTGO:

The information relating to energy conservation technology absorption and research& development pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is as follows:

A. Conservation of Energy-

B. Technology absorption:-

i. Efforts made towards technology absorption: Nil

ii. Benefits derived like product improvement cost reduction product development orimport

I Steps taken or impact on conservation of energy Tungsten &fluorescent bulbs are replaced by LED bulbs.
Steps taken by the Company for II utilizing alternate sources of energy: Roof top Solar heaters installed to heat water for lodge use.
Capital investment on energy III conservation equipments No Capital expenditure. Bulb cost written off as expenditure

substitution: Nil

iii. Imported technology (imported during the last three years reckoned from thebeginning of the financial year):

a) Details of technology imported - No technology was imported during the year.

b) Year of import - Not Applicable

c) Whether the technology been fully absorbed- Not Applicable

d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable

iv. Expenditure incurred on Research and Development - Your Company is predominantly aservice provider and is not required to set up a formal R&D unit.

C .During the year 2016-17 there has been no foreign exchange earnings or outgo.

22. SHARE CAPITAL:

A) Issue of equity shares with differential rights: None

B) Issue of sweat equity shares: None

C) Issue of employee stock options: None

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees: None

E) Redemption of securities: None

23. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) the Board confirm and submit theDirectors' Responsibility Statement that:—

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto has been disclosedin Form No. AOC -2 as 'Annexure II'.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

26. REPORTING OF FRAUD:

The auditor of the company has not reported any fraud under Section 143(12) read withRule 13 of Companies (Audit & Auditors) Rules 2014.

27. EXTRACT OF ANNUAL RETU RN : {Section 134(3)(a)}

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT- 9 as a part of this Annual Report is annexed as 'Annexure III'.

28. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013 requires every employer to comply with its provisions and make a disclosure ofthe number of cases occurring under the Act pursuant to Section 22. Your Board confirmsthat no complaints/cases have been filed / are pending with the Company during the year.

29. AUDITORS AND THEIR REPORT:

M/s. Rao & Swami Chartered Accountants Firm Registration No. 003105S wereappointed as the Statutory Auditors at the 70th Annual General Meeting (AGM) of theCompany held on 30thSeptember 2014 for a term of 3 years to hold office till theconclusion of the 73rd AGM. In terms of the provisions of the Companies Act 2013 readwith Rules made thereunder no listed Company shall appoint an audit firm as Auditor formore than two consecutive terms of five years each and an audit firm which has completedits term shall not be eligible for re-appointment as auditor in the same company. In viewof the above the term of M/s. Rao & Swami as Auditors will come to an end at theconclusion of the 73rd AGM. The Board of Directors based on the recommendation of theAudit Committee have proposed the appointment of M/s. Maiya & Maiya CharteredAccountants Firm Registration No.001944S as the Statutory Auditors of the Company inplace of M/s. Rao & Swami to hold office from the conclusion of the ensuing AGM tillthe conclusion of the 78th AGM subject to ratification of their appointment by the Membersat every Annual General Meeting.M/s. Maiya & Maiya have consented to act as Auditorsif appointed and have also confirmed that their appointment will be in accordance withSection 139 read with Section 141 of the Act.

The report of the statutory auditor for the financial year 2016-17 is circulated to themembers along with financials for the said period.

REPLY TO AUDITOR S OBSERVATION

Pursuant to requirements of Section 134 (3) (f) of the Companies Act 2013 explanationis necessary as there is qualification reservation or adverse remark made by theStatutory Auditors of the Company in their report.

The Company has stopped acceptance of deposit w e f 1.4.2002.Therefore we honestlybelieved that no credit rating is required by the Company.

Investments are long term nature. So no provision was considered for diminishing valueof investments

With regard to Auditors observations in point No. i ii iii iv and v explanationsgiven in the relevant notes No.3.2 3.5 3.6 3.7 3.11 and 3.13 of Schedules of Accountsare self explanatory.

The provisions of Section 204 regarding Secretarial Audit are applicable to the companyand accordingly Secretarial Audit Report is enclosed to this report as 'Annexure IV.Qualifications by Secretarial Auditor is answered in the annexure to this report.

30. ACKNOWLEDGEMENTS:

The directors place on record their sincere appreciation for the assistance andco-operation extended by Bank its employees its investors and all other associates andlook forward to continue fruitful association with all business partners of the company.

For and on behalf of the Board

For Maha Rashtra Apex Corporation Limited

Place: Manipal K B Shetty Subbarame Gowda
Date: 14th August 2017 Director Whole Time Director
DIN:01451944 DIN: 00046329