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Maha Rashtra Apex Corporation Ltd.

BSE: 523384 Sector: Financials
NSE: MAHAPEXLTD ISIN Code: INE843B01013
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Buy Price 57.95
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OPEN 58.80
CLOSE 61.00
VOLUME 320
52-Week high 146.85
52-Week low 7.71
P/E
Mkt Cap.(Rs cr) 82
Buy Price 57.95
Buy Qty 16.00
Sell Price 61.00
Sell Qty 200.00

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 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS :

The financial summary for the year ended 31st March 2016 along with the correspondingfigures for the previous year are as under:-

Particulars 2015- 2016 2014-2015
Revenue from operations 4004385.76 3457707.27
Other income 7834626.34 13430599.74
Sub total 11839012.10 16888307.01
Total expenses including depreciation and finance cost 36311030.26 41365037.42
Profit before tax & extraordinary & exceptional items (24472018.16) (24476730.41)
Exceptional items 52314487.79 4073995.97
Extraordinary items 74447897.24 24771159.50
Excess Depreciation Reversed - 290487.14
Tax - -
Net profit (2338608.71) (3489079.74)

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

During the year under review the Company has earned revenue of Rs. 118.39 lacs ascompared to Rs. 168.88 lacs in the previous and has incurred loss of Rs. 23.39 lacs ascompared to Rs. 34.89 lacs in the previous year.

Pursuant to the cancellation of NBFC License by the Reserve Bank of India during theyear 2002 the Company is not carrying out any activity as a Non Banking Financial Companyand is under Scheme of Arrangement as approved by Hon’ble High Court of Karnatakaunder Section 391 of Companies Act 1956. Presently the company is engaged only in recoveryof its assets and repayment of liabilities under the said arrangement.

3. RESERVE & SURPLUS:

No amount is proposed to be transferred to any reserves as on 31st March 2016.

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 2015-16.

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. As on 31st March 2016 the principal amount outstanding inrespect ofBond/Deposit is Rs. 3011.56 lakhs

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:

DIN/PAN Board of Directors and Key Managerial Personnel. Designation
46329 Subbarame Gowda Whole time Director
1039656 Sevagoor Srinivas Kamath Director
1451944 Kudi Bhoja Shetty Director
7133349 Jyothi Vishweshwaraiah Bhadravathi Director
AACPP7417J JamsheedMinocherPanday Company Secretary

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

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mrs.Jyothi V.B. Director of the Company retires by rotation and being eligible offersherself for reappointment 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:

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

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

8. Remuneration to Directors and other employees:

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:

Name of the director Ratio to median employee
Sri Subbarame Gowda- Whole Time Director 1:2.20

B) No Percentage increase in remuneration has been made to Whole-time Director of yourcompany for the year ended March 2016.

C) Percentage increase in median remuneration of the employees for the year ended March2016: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: There is no exceptional payment to Whole-TimeDirector . He is drawing minimum salary compare to the industry standard.

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:

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

There is no Joint venture for the Company.

No company became or ceased to be subsidiary/associate or joint venture during thefinancial year 2015-16

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

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.

10. 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.

11. MEETINGS:

During the financial year ended 31.03.2016s ix meetings of the Board of Directors ofthe Company were held. The meetings were held on 27.05.2015 10.08.2015 01.09.201503.10.2015 14.11.2015 and 15.02.2016.The attendance of the directors is provided in thecorporate governance report enclosed to this report

12. 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.

13. CORPORATE GOVERNANCE:

As required under Regulation 34(3) read with Schedule V of the Listing (Obligations andDisclosure Requirements) Regulations 2015 a detailed Report on Corporate Governance isenclosed. A Certificate from the Auditors regarding compliance of the conditions ofCorporate Governance is made as part of this Report.

14. 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.

15. 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 thereunder

• 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.

16. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND AUDIT COMMITTEE ANDSTAKEHOLDER RELATINSHIP 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 2015-16 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.

17. 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 new businessopportunities for the company. Specific parameter for Whole-time Director is achievementof targets on the said recoveries and payments. Specific parameter for independentdirectors is attendance at board / committee meetings and providing independent judgementson the board decisions. Specific parameter for committees is execution of their terms ofreference.

18. 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.However during the year Company had invested in 50000 fully paid up Equity Shares ofM/s. El Dorado Investment Private Limited.

The investments as on 31.03.2016 are provided under schedule 5(b) to the balance sheet.

19. CORPORATE SOCIAL RESPONSIBILITY:

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

20. 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-i. Steps taken or impact on conservation of energy: Sincethe Company is not carrying out manufacturing activity it is not energy intensive.Adequate measures have been taken to conserve the energy utilized. ii. Steps taken by theCompany for utilizing alternate sources of energy: Nil iii. Capital investment on energyconservation equipments: NIL

B. Technology absorption:-

i. Efforts made towards technology absorption: Nil

ii. Benefits derived like product improvement cost reduction product development orimport 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 2015-16 there has been no foreign exchange earnings or outgo.

21 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

22. 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

23. 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'.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING 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.

25.. 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

26. EXTRACT OF ANNUAL RETURN:{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 as 'Annexure III'.

27. 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.

28. AUDITORS AND THEIRREPORT:

Rao & Swami Chartered Accountants Udupi the statutory auditor of the companywere appointed in for a term of three years i.e. 2014-15 2015-16 and 2016-17. The saidappointment however shall be subject to ratification by the shareholders at every annualgeneral meeting. Accordingly it is proposed to ratify the appointment of Rao& SwamiChartered Accountants Udupi as statutory auditor of the company

The report of the statutory auditor for the financial year 2015-16 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.3.23.5 3.63.7 and 3.11 of Schedules of Accounts are selfexplanatory.

29. SECRETARIAL AUDIT AND THEIR REPORT

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
K B Shetty Subbarame Gowda
Place: Bengaluru Director Whole Time Director
Date: 13th August 2016 DIN: 01451944 DIN: 00046329

Annexure II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

1. Details of contracts or arrangements or transactions not at arm's length basis: NONE2. Details of material contracts or arrangement or transactions at arm's length basis:NONE

Note: The company has entered into transaction with M/s Kurlon Limited (AssociateCompany) for sale of property situated at Yashwanthpur Bangalore. The said transaction isas per the order of Honorable Karnataka High Court on 25.05.2012 – as a part ofon-going scheme of arrangement with depositors

For and on behalf of the Board
Maha Rashtra Apex Corporation Limited
K B Shetty Subbarame Gowda
Place: Bengaluru Director Whole Time Director
Date: 13th August 2016 DIN: 01451944 DIN: 00046329

II. Principal business activities of the company (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)

Annexure IV

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

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

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2016

To

The Members

Maha Rashtra Apex Corporation Limited Manipal

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherenc to good corporate practices by Maha Rashtra Apex CorporationLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my/our opinion the company hasduring the audit period covering the financial year ended on 31.03.2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I/we have examined the books papers minute books forms and returns filed and otherrecords maintained by the company for the financial year ended on 31.03.2016 according tothe 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 madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

(vi) Other Labour Industrial and Environmental laws as applicable to the company

I/we have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange if applicable;

(The struck-off items above are not applicable to the company)

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

1. In the annual report 2014-15 the company has presented statement pursuant toSection 212 of Companies Act 1956 and not Form AOC.1

2. The company has not appointed internal auditor as required under Section 138 ofCompanies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014

3. The company has not paid preference dividend for more than two years. Second provisoof Section 47(2) of Companies Act 2013 requires the company to allow voting right topreference shareholders in the meeting of equity shareholders. The company has not allowedvoting rights as per the section. Though preference shareholders are part of on-goingscheme of arrangement approved by Honorable High Court of Karnataka no express immunityfrom this section is obtained from Honorable High Court of Karnataka.

4. Form MGT.14 for the board resolution passed on 27.05.2015 for borrowal is not filedand 270 days have elapsed

5. The company has bought shares of M/s Eldorado Investments Company (P) Ltd . Thecompany has negative net-worth and hence it is not within limits under Section 186. Thecompany has not obtained prior approval of shareholders

6. The company has subsisting lease with Mangala Investment Limited and Rajmahal HotelsLimited. In the absence of lease agreement / board approval / shareholders approval weare unable to comment whether the transaction is on arms length basis. Consequently we areunable to comment on compliance of Section 188

7. The company is required to appoint Chief Financial Officer as per Section 203(1)read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The company has not appointed Chief Financial Officer

8. SHP submitted to stock exchange as on 31.12.2015 does not reflect the acquisition ofshares by M/s Metropolis Builders P Ltd on 19.11.2015

Signature: Name of Company Secretary in practice / Firm: Madhwesh K
Date : 09.08.2016 ACS/FCS No.: 21477
Place: Bangalore C P No.: 10897

BOARD'S RESPONSE TO SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2016

To

The Members

Maha Rashtra Apex Corporation Limited

BENGALURU

1. Along with statements pursuant to Section 212 of the Companies Act 1956 the FormAOC-1 is also presented.

2. The Company is repaying its debts after getting sanction from Karnataka High Courtunder Section 391 of the Companies Act 1956. At present the Company is not doing anybusiness except collection of loans and repayment of deposits. Due to financial positionof the company it is a hardship on the company to remunerate internal auditor as permarket standards.

3. It will be ensured that effective from General Body Meeting in September 2016 thecompany will allow voting right to preference shareholders. Requisite notice will be sentto them.

4. The Company will arrange to file the Form MGT.14 for the board resolution passed on27.05.2015.

5. By oversight the prior approval from the Shareholders before purchase of shares ofM/s Eldorado Investments Company (P) Ltd shares was not taken. The company intends toobtain the requisite approval from shareholders in the ensuing annual general meeting

6. Documents pertaining to the said lease are not traceable since a lot of time haselapsed. The management confirm that the transactions are on arms length basis. M/sMangala Investments Ltd and Rajmahal Hotels Ltd were provided a small office space andthey are regularly paying rent. A fresh approval for the lease was taken in the boardmeeting held on 13.8.2016.

7. As the focus is only on collection of loans and repayment deposits the appointmentof CFO is considered not necessary. Further due to financial constrains it is a hardshipon the company to remunerate CFO as per market standard.

8. An error has crept into SHP submitted on 31-12-2015. In the SHP as on 31.03.2016– the said change in shareholding is correctly reflected

Subbarame Gowda
Place: Bengaluru Whole Time Director
Date: 13th August 2016 DIN: 00046329