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Murugappa Holdings Ltd.

BSE: 508184 Sector: Financials
NSE: PARRYAGRO ISIN Code: INE187C01013
BSE 05:30 | 01 Jan Murugappa Holdings Ltd
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Murugappa Holdings Ltd. (PARRYAGRO) - Director Report

Company director report

DIRECTORS

Your Directors have pleasure in presenting their Thirty-seventh Annual Report togetherwith the Audited Financial Statements for the year ended 31st March 2014.

Financial Results in lacs)

2013-14 2012-13
Income 2257 6124
Profit before tax 721 4378
Provision for tax 11 2
Profit after tax 711 4376
Balance brought forward from previous year 8377 12492
Amount available for appropriation 9088 16868
Transfer to General Reserve 75 475
Transfer to Statutory Reserve 145 875
Transfer to Debenture Redemption Reserve - 3625
Proposed Equity Dividend - Rs 10 per share (Previous year Rs 80 per share) 376 3005
Dividend Tax 64 511
Balance carried forward 8428 8377

Company Performance

Your Company has made strategic long-term investments in the share capital of someleading listed companies of the Murugappa Group and derives its income mainly by way ofdividend from these companies. For the year 2013-14 your Company's investments haveearned a dividend income of Rs 2223 lakhs (previous year Rs 6121 lakhs).

Registration as Core Investment Company with Reserve Bans of India

Your Directors have pleasure in informing that the Company has obtained Certificate ofRegistration as Non-Deposit Accepting & Systemically Important Core Investment Company('CIC-ND-SI') under Section 45-IA of the Reserve Bank of India Act 1934. The Companyneither hold nor accepts deposits from public.

CRISIL has reaffirmed the 'CRISIL AA/Stable' rating to the Company's debt programme.The rating indicates high degree of safety regarding timely servicing of financialobligations.

Reserves

A sum of Rs 145 lakhs is being transferred to the Statutory Reserve and a sum of Rs 75lakhs is being transferred to the General Reserve.

Dividend

The Board of Directors is pleased to recommend a dividend of Rs 10 per equity share ofRs 10 each for the financial year 2013-14.

Directors

Mr. Sridhar Ganesh resigned from the Board with effect from 16th November 2013. TheBoard places on record its appreciation of the services rendered by Mr. Sridhar Ganeshduring his tenure as Director of the Company.

Mr. Ramesh K B Menon was appointed as Additional Director with effect from 16thNovember 2013. He holds office up to the date of the ensuing Annual General Meeting. TheBoard recommends his appointment as Director liable to determination by retirement byrotation.

Mr. A Vellayan Director will retire by rotation at the ensuing Annual General Meetingand is eligible for re-appointment.

Auditors

Pursuant to Section 139 of the Companies Act 2013 Messrs. Deloitte Haskins &Sells Chartered Accountants and Statutory Auditors of the Company are being appointed asstatutory auditors of the Company for a period of 5 years from the conclusion of the 37thAnnual General Meeting till the conclusion of the 42nd Annual General Meeting on aremuneration of Rs 5 lakhs (including the expenses if any as may be incurred by the saidstatutory auditors in connection with the Audit of the Company).

Particulars of Employees

There were no employees covered by the provisions of Section 217(2A) of the CompaniesAct 1956 read with Companies (particulars of Employees) Rules 1975 as amended videNotification No.G.S.R. 289(E) dated 31st March 2011.

Information as per Section 217(1)(e) of the Companies Act 1956

Your Company has no activity relating to conservation of energy or technologyabsorption.

Directors' Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act 1956 the Directors to the best oftheir knowledge and belief confirm that:

i. in the preparation of the Profit & Loss Account for the financial year ended31st March 2014 and the Balance Sheet as at that date ("financial statements")applicable accounting standards have been followed.

ii. appropriate accounting policies have been selected and applied consistently andsuch judgments and estimates that are reasonable and prudent have been made so as to givea true and fair view of the state of affairs of the Company as at the end of the financialyear and of the profit of the Company for that period;

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. The financial statements have been prepared on a going concern basis.

v. The financial statements have been audited by Messrs. Deloitte Haskins & SellsStatutory Auditors and their report is appended hereto.

Secretarial Compliance Certificate

Secretarial Compliance Certificate for the financial year ended 31st March 2014pursuant to Section 383A of the Companies Act 1956 read with the Companies (ComplianceCertificate) Rules 2001 issued by CS R Sridharan of M/s R Sridharan & AssociatesCompany Secretary is attached hereto.

Acknowledgement

The Board of Directors acknowledges the continued co-operation and support from Bankersand shareholders to the Company's performance and growth.

On behalf of the Board
Chennai A Vellayan
5th May 2014 Chairman

COMPLIANCE CERTIFICATE

Company Name : MURUGAPPA HOLDINGS LIMITED

Corporate Identification No.: U65993TN1977PLC070246

Authorised Capital: Rs 570000000/-

Paid-up Capital : Rs 37568160/-

To

The Members

Messrs. MURUGAPPA HOLDINGS LIMITED

'Parry House'

5th Floor

No. 43 Moore Street

Chennai - 600 001

We have examined the registers records books and papers of MESSRS. MURUGAPPA HOLDINGSLIMITED ("the Company") as required to be maintained under the Companies Act1956 (the Act) Companies Act 2013 to the extent applicable and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association ofthe Company for the financial year ended 31st March 2014. In our opinion and to the bestof our information and according to the examinations carried out by us and explanationsfurnished to us by the Company its officers and agents we certify that in respect of theaforesaid financial year:

1. The Company has kept and maintained all registers as stated in ANNEXURE 'A' to thiscertificate as per the provisions of the Act and the rules made there under and allentries therein have been duly recorded.

2. The Company has filed the forms and returns as stated in ANNEXURE 'B' to thiscertificate with the Registrar of Companies Regional Director Central GovernmentCompany Law Board or other authorities prescribed under the act and rules made thereunder.

3. The Company is a Public limited Company and has the minimum prescribed paid upcapital.

4. The Board of Directors duly met FOUR (4) times on 27th April 2013 3rd August2013 16th November 2013 and 22nd February 2014 in respect of which meetings propernotices were given and proceedings were properly recorded and signed including thecircular resolution dated 7th January 2014 in the Minutes Book maintained for thepurpose.

5. The Company closed its Register of Members from 22nd July 2013 to 3rd August 2013(both days inclusive) and necessary compliance of Section 154 of the Act has been made.

6. The Thirty Sixth Annual General Meeting for the financial year ended 31st March2013 was held on 3rd August 2013 after giving due notice to the members of the Companyand the resolutions passed thereat were duly recorded in the Minutes Book maintained forthe purpose.

7. One Extra Ordinary General Meeting was held during the financial year after givingdue notice to the members of the Company and the resolutions passed thereat were dulyrecorded in the Minutes Book maintained for the purpose.

8. The Company has not advanced any loans or given guarantees or provided anysecurities to its directors or persons or firms or Companies referred under Section 295 ofthe Act and Section 185 of the Companies Act 2013.

9. The Company has not entered into any contract falling within the purview of Section297 of the Act.

10. During the financial year the company has not entered into any contracts fallingwithin the purview of Section 297 and 299 of the Act. However the transactions enteredinto with the companies listed in the register maintained under Section 301(3) of the Acthave been entered in the register maintained under Section 301 of the Act.

11. As per the information and explanation given to us there were no instances fallingwithin the purview of Section 314 of the Act hence obtaining approvals from the Board ofDirectors Members or Central Government does not arise.

12. The Company has not issued any duplicate share certificates during the financialyear. However the Company has issued new share certificates in lieu of split sharecertificates.

13. The Company:

(i) has delivered all certificates on lodgment thereof for transfer of securities inaccordance with the provisions of the Act during the financial year.

(ii) has not effected any allotment/transmission of securities during the financialyear.

(iii) has deposited the amount of dividend declared at the Thirty Sixth Annual Generalmeeting held on 3rd August 2013 in a separate bank account which is within Five days fromthe date of declaration of such Dividend.

(iv) has posted warrants for Dividends declared at the 36th Annual General Meeting heldon 3rd August 2013 to all the members within a period of 30 days.

(v) has transferred unclaimed/unpaid dividend for the financial year ended 31 st March2013 declared at the Thirty Sixth Annual General Meeting held on 3rd August 2013 toUnpaid Dividend Account of the Company maintained with HDFC Bank Ltd. and seven years hasnot expired for transfer of the same to Investor Education and Protection Fund.

(vi) has not issued any shares and also not accepted any deposits and hence thequestion of transfer of application money due for refund matured deposits and theinterest accrued thereon which have remained unclaimed or unpaid for a period of sevenyears to Investor Education and Protection Fund does not arise.

(vii) has complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. Mr.Sridhar Ganesh hadresigned as Director and Mr. Ramesh K B Menon was appointed as additional director at theboard meeting held on 16th November 2013. There was no appointment of alternate directorsand directors to fill casual vacancy during the financial year.

15. The Company has not appointed any Managing Director/Whole-time Director/Managerduring the financial year.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central GovernmentCompany Law Board Regional Director and I or such authorities prescribed undervarious provisions of the Act during the period under review.

18. The directors have disclosed their interest in other firms I companies tothe Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The Company has not issued any shares/debentures or any other securities during thefinancial year.

20. The Company has not bought back any shares during the financial year and hence thequestion of complying with the buy back provisions does not arise.

21. a) The Company has no preference share capital and hence the question of redemptionof preference shares during the financial year does not arise.

b) There was no redemption of debentures during the financial year.

22. There were no transactions necessitating the Company to keep in abeyance the rightsto dividend rights shares and bonus shares pending registration of transfer of sharesduring the financial year.

23. The Company has not invited I accepted any deposits including any unsecuredloans falling within the purview of Section 58A during the financial year.

24. The Company has not made any borrowings during the financial year.

25. The Company has not made any loans investments or given guarantees or providedsecurities to other bodies corporate and consequently no entries have been made in theregister kept for the purpose.

26. The Company has not altered the provisions of the Memorandum of Association withrespect to situation of the Company's Registered Office from one State to another duringthe financial year.

27. The Company has altered the provisions of the Memorandum of Association withrespect to the objects of the Company during the financial year.

28. The Company has not altered the provisions of the Memorandum of Association withrespect to change in name of the company.

29. The Company has not altered the provisions of the Memorandum of Association withrespect to share capital of the Company during the financial year.

30. The Company has not altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notices received by theCompany and no fines or penalties or any other punishment was imposed on the Companyduring the financial year for offences under the Act.

32. The Company has not received any money as security from its employees during thefinancial year.

33. As per the information and explanations furnished to us the Company has notconstituted a separate provident fund trust for its employees or class of its employees ascontemplated under Section 418 of the Act.

For R Sridharan & Associates
Company Secretaries
R. Sridharan
Place : Chennai C P No.: 3239
Date : 21st April 2014 FCS No.: 4775