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Maha Rashtra Apex Corporation Ltd.

BSE: 523384 Sector: Financials
NSE: MAHAPEXLTD ISIN Code: INE843B01013
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VOLUME 421
52-Week high 126.00
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P/E 27.00
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OPEN 76.40
CLOSE 77.85
VOLUME 421
52-Week high 126.00
52-Week low 71.10
P/E 27.00
Mkt Cap.(Rs cr) 108
Buy Price 0.00
Buy Qty 0.00
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 31stMarch 2021.

1. FINANCIAL SUMMARY OR HIGHLIGHTS :

The financial summary for the year ended 31stMarch 2021 along with the correspondingfigures for the previous year are as under:-

Particulars 2020- 2021 2019-2020
Revenue from operations 10779896.00 9778155.65
Other income 53867268.93 14638100.99
Sub total 64647164.93 24416256.64
Total expenses including depreciation and finance cost 12389413.22 37289676.72
Profit before tax & extraordinary & exceptional items 52257751.71 (12873420.08)
Exceptional items 13572534.39 5443885.39
Current Tax 5525000.00 0.00
Tax (Adjustments) 19121344.82 0.00
Profit After Tax 79426630.92 (7429534.69)
Other Comprehensive income 254756521.59 148415956.78
Net profit 334183152.51 140986422.09

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

During the year under review the business operations of Company generated revenue ofRs. 646. 47 lacs inclusive of interest remission of Rs. 55.01 lacs. Fair value gain ofunquoted investments gave additional revenue of Rs. 2547.56 lacs under other comprehensiveincome. The net profit before tax is Rs.522.58. lacs as compared to net loss of Rs. 128.74lacs for the previous year. Profit for the year after tax Rs. 794.27 lacs compared to lossof Rs. 74.30 lacs for the previous year.

The Company is not carrying out any activity as a Non-Banking Financial Company and isunder Scheme of Arrangement as approved by Hon'ble High Court of Karnataka under Section391 of Companies Act 1956. Presently the company is engaged only in recovery of its assetsand repayment of liabilities under the said arrangement.

3. RESERVE & SURPLUS:

The other comprehensive income of Rs. 2547.56 lacs and profit after tax of Rs. 794.27lacshas beentransferred to the reserves for the year ended on 31st March 2021.

4. DIVIDEND

No dividend is recommended in view of the accumulated losses and the need to retainfunds to meet the deposit liabilities.

5. SCHEME OF ARRANGEMENT AND PUBLIC DEPOSIT:

In terms of Scheme of arrangement sanctioned by the Hon'ble High Court of Karnatakathe Company has on its part has fulfilled all the instalments.The Company has given Publicnotice to the Deposit/Bond holders in News Paper on 14th May 2019 to surrender theirCertificates and collect their final instalment dues.The outstanding balance ofDeposit/Bond was Rs.2029.66 lacs as on 31st March 2020 and Rs. 1995.62 lacs as on 31stMarch2021.

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:

Appointments & Cessation of Directors

The members of the Company at the 76th Annual General Meeting approved the appointmentof Mr. Mangalore Subraya Kamath (DIN: 02338125) and Mr. Yelachahalli Ashwatha Narayana RaoSuryanarayana Rao(DIN: 08212160) as Directors.

Mr. Mangalore Subraya Kamath (DIN: 02338125) and Mr. Yelachahalli Ashwatha Narayana RaoSuryanarayana Rao(DIN: 08212160) Non-Executive (Non- Independent) Directors of theCompany has resigned and ceased to be a Directors of the Company effective from 13thOctober 2020. The Board places on record its appreciation for their invaluablecontribution and guidance.

Further based on the recommendation of the Nomination and Remuneration Committee(NRC) the Board had appointed Mr. Yazdin Jimmy Mistry (DIN: 07897995) and Mr. GevFramroze Engineer (DIN: 06861913) as Additional Directors to hold office as Non-Executive(Non-Independent) Director on the Board of the Company with effect from October20 2020till the conclusion of ensuing Annual General Meeting. A notice under Section 160 of theAct has been received nominating the candidature of Mr. Yazdin Jimmy Mistry(DIN:07897995) and Mr. Gev Framroze Engineer (DIN: 06861913)for appointment as Directors of theCompany. The NRC and the Board have considered and recommend to the Shareholders for theappointment of Mr. Yazdin Jimmy Mistry(DIN: 07897995) and Mr. Gev Framroze Engineer (DIN:06861913) as Non-Executive (Non-Independent) Directors as set out in the Notice of AGM. Aresolution seeking Shareholders' approval for their appointment forms part of the Noticeof the ensuing Annual General Meeting.

Mr. Manjunath Manohar Singh (DIN 01111861) Non-Executive (Non-Independent) Director ofthe Company retires by rotation and being eligible offers himself for re-appointment. Aresolution seeking Shareholders' approval for his re-appointment forms part of the Noticeof the ensuing Annual General Meeting.

Brief particulars and expertise of directors seeking appointment/re-appointmenttogether with their other directorships and committee memberships have been given in theannexure to the Notice of the AGM in accordance with the requirements of the ListingRegulations and Secretarial Standard

DIN/PAN Board of Directors and Key Managerial Personnel. Designation
01451944 Kudi Bhoja Shetty Chairman
06946494 Aspi Nariman Katgara Managing Director
07133349 Jyothi Vishweshwaraiah Bhadravathi Director
01111861 Manjunath Manohar Singh Director
06861913 Gev Framroze Engineer Additional Director
07897995 Yazdin Jimmy Mistry Additional Director
AACPP7417J JamsheedMinocherPanday Chief Financial Officer/
Company Secretary

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
01 ASPI NARIMAN KATGARA 06946494 Managing Director
02 JAMSHEED MINOCHER PANDAY AACPP7417J Chief Financial Officer/ Company Secretary

8. Remuneration to Directors and other employees:

The Board is comprised of Managing Director 1 non-executive director and 2 independentdirectors. Only Managing Director is paid remuneration and independent directors are notpaid any remuneration.

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

Name of the director Ratio to median remuneration of the employees
Sri Aspi Nariman Katgara- Managing Director 1:1.86

B) No percentage increase in remuneration has been made to Managing Director of yourcompany for the year ended March 2021.

C) Percentage increase in median remuneration of the employeesfor the year ended March2021:Nil

D) Number of permanent employees on the rolls: 20

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 ManagingDirector 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 2013it is hereby informed that none of the directors are in receipt of commission from thecompany / from holding / subsidiary company.

9. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has Subsidiary and Associate Companies. Details are given below: There isno Joint venture for the Company.

Manipal Rajmahal Hotels Limited ceased to be associate during the financial year2020-21.

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.

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.

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 Manipal Crimson Estate &Properties Private Limited U7010MH1987PTC042955 Subsidiary
4 Kurlon Limited U17214KA1962PLC001443 Associate
5 Manipal Home Finance Limited U85110KA1994PLC016671 Associate
6 Manipal Springs Limited U29309KA1984PLC005964 Associate

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 relateand the date of this report.

12. MEETINGS:

During the financial year ended 31.03.2021 five Board Meetings were held. Thesemeetings were held on 30thJuly 2020 27th August 2020 14th September 202012thNovember 2020 and 12th February 2021. The attendance of the directors is provided in theCorporate Governance Report enclosed to this.

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 Auditorsregarding compliance of the conditions of Corporate Governance is made as part of thisReport.

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: l The policy isrecommended by Remuneration Committee and approved by the Board l The policy provides forcriteria for appointment / continuation of appointment of directors on the basis ofrequirements of Companies Act 2013 and Rules made thereunder l The policy also specifiesminimum - qualification experience and other attributes l The policy lays down criteriafor evaluation of performance of board committees and individual directors (as elaboratedunder separate heading in this report) l Other matters like criteria for removal ofdirectors components of remuneration...etc are specified by the policy

17. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND AUDIT COMMITTEE AND

STAKEHOLDER 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 2019-20 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: l The evaluation is done internally l Theevaluation is done on the basis of inputs received from the directors regarding theperformance of board & committees as a whole and also of director in individualcapacity. Specific inputs have been collected from Independent Directors regardingperformance of Managing Director. l Broad parameter for board performance have been theefficiency to guide the company through the process of recovering the assets andpaying-off liabilities under the scheme of arrangement approved by Honourable High Courtof Karnataka under Section 391 of Companies Act 1956. Supplementary parameter is exploringopportunities for bringing new business opportunities for the company. Specific parameterfor Managing Director is achievement of targets on the said recoveries and payments.Specific parameter for independent directors is attendance at board / committee meetingsand providingindependent judgements on the board decisions. Specific parameter forcommittees is execution of their terms 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 31.03.2021 are provided under schedule 5(b) to the Balance Sheet.

20. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135(1) of the Companies Act 2013 as the saidprovisions are not applicable to the Company for the time being. Pursuant to Section 135of the Companies Act 2013 every company having net worth of rupees five hundred crore ormore or turnover of rupees one thousand crore or more or a net profit of rupees fivecrore or more during any financial year shall constitute a Corporate Social Responsibility(CSR) Committee of the Board. Your Company does not fall under the provisions of aforesaidSection; therefore CSR Committee has not been constituted.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act 2013Regulation 34(2)(e)read with Schedule-V of Securities and Exchange Board of India (SEBI)(Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) is given inthis Annual Report as annexure IIIfor the year under review.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO:

EXCHANGE EARNING AND OUTGO:

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- Nil

B. Technology absorption:-i. Efforts made towards technology absorption: Nil ii.Benefits derived like product improvement cost reduction product development or importsubstitution: Nil iii. Imported technology (imported during the last three years reckonedfrom the beginning of the financial year):

a) Details of technology imported - No technology was imported during the year. b) Yearof import - Not Applicable c) Whether the technology been fully absorbed- Not Applicabled) If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable iv. Expenditure incurred on Research and Development - YourCompany is predominantly a service provider and is not required to set up a formal R&Dunit.

C . During the year 2020-21 there has been no foreign exchange earnings or outgo.

23. SHARE CAPITAL:

A) Issue of equity shares with differential rights: None B) Issue of sweat equityshares: 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: Nil

24. 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.

25. 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'

26. 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.

27. 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

28. EXTRACT OF ANNUAL RETURN:{Section 134(3)(a)}

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companyhas placed a copy of the Annual Return as at March 31 2021 on its website atwww.maharashtraapex.com.By virtue of amendment to Section 92(3) of the Companies Act2013 the Company is not required to provide extract of Annual Return (Form MGT-9) as partof the Board's report

29. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITION AND

REDRESSAL) ACT 2013:

The Company is an equal opportunity employer and consciously strives to build a workculture that promotes dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed there under the Company has implemented a policy on preventionprohibition and redressel of Sexual harassment of Women at workplace. All employees(permanent contractual temporary trainees) are covered under this policy. Accordinglyan Internal Complaint Committee has been formed and the policy on 'Anti-Sexual Harassment'is posted on the website of the Company at www.maharashtraapex.com.

Matters handled by Internal Complaint Committee during the year 2019-20 are asfollows:-l Number of complaints on sexual harassment received during the year: NIL lNumber of complaints disposed off during the year: N.A. l Number of cases pending for morethan 90 days: N.A. l Nature of action taken by the Employer: N.A. l Number of Workshops:NIL

30. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosurespertaining to remuneration and other details are appended to the Directors' Report.

None of the employees of the Company employed throughout the year were in receipt ofremuneration in excess of the limits set out in Rule 5(2) of the said rules.

31. STATUTORY AUDITORS AND THEIR REPORT:

Maiya&Maiya Chartered Accountants Udupi the statutory auditor of the companywere appointed in for a term of five years. The said appointment however shall be subjectto ratification by the shareholders at every annual general meeting. Accordingly it isproposed to ratify the appointment of Maiya&Maiya Chartered Accountants Udupi asstatutory auditor of the company

In view of the amendment to the said section 139 through the Companies (Amendment) Act2017 notified on 7 May 2018 ratification of auditors' appointment is no longer required.

The report of the statutory auditor for the financial year 2020-21 is circulated to themembers along with financials for the said period.

No frauds have been reported by the Statutory Auditors during the financial year2020-21 pursuant to the provisions of Section 143(12) of the Companies Act 2013.

32. REPLY TO AUDITORS' 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.

a) Interest is required to be provided for delays if any by the Company in payment ofinstalment. So interest was provided up to 30th September 2019. The Management decidednot to provide interest after 1st October 2019 as there was a Public notice issued by theCompany in News Paper on 14th May 2019 to the Bond & Deposit holders to surrendertheir Certificates and collect their final instalment dues. The public notice conveys thatCompany is ready to pay and therefore no further delay and therefore no delayed periodinterest need to be provided.

b) As observed by the auditors in the absence of audited financials of associate M/sKurlon Limited the management is unable to assess the gain or loss on the investment ofthe company for the year under report

33. The provisions of Section 204 regarding Secretarial Audit are applicable to thecompany and accordingly Secretarial Audit Report is enclosed to this report as 'AnnexureIV'. Qualifications by Secretarial Auditor is answered in the annexure to this report.

34. 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
Place: Bengaluru For Maha Rashtra Apex Corporation Limited
Date: 11th August 2021
K B Shetty
Chairman
DIN: 01451944

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