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Maha Rashtra Apex Corporation Ltd.

BSE: 523384 Sector: Financials
NSE: MAHAPEXLTD ISIN Code: INE843B01013
BSE 00:00 | 16 Oct 82.95 3.95
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NSE 00:00 | 16 Oct 83.40 -1.00
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OPEN 77.35
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VOLUME 5787
52-Week high 144.90
52-Week low 70.35
P/E 91.15
Mkt Cap.(Rs cr) 117
Buy Price 80.00
Buy Qty 337.00
Sell Price 82.95
Sell Qty 99.00
OPEN 77.35
CLOSE 79.00
VOLUME 5787
52-Week high 144.90
52-Week low 70.35
P/E 91.15
Mkt Cap.(Rs cr) 117
Buy Price 80.00
Buy Qty 337.00
Sell Price 82.95
Sell Qty 99.00

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 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS :

The financial summary for the year ended 31st March 2018 along with the correspondingfigures for the previous year are as under:-

Particulars 2017- 2018 2016- 2017
Revenue from operations 6852730.00 4608885.95
Other income 65995439.30 50956328.81
Sub total 72848169.30 55565214.76
Total expenses including depreciation and finance cost 33510085.96 29588985.41
Profit before tax & extraordinary & exceptional items 39338083.34 25976229.35
Exceptional items 8121700.43 18942868.10
Tax 7785000.00 -
Other Comprehensive income 479691728.55 210552879.52
Net profit 519366512.32 255471976.97

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

During the year under review the business operations of Company gave revenue of Rs.728.48 lacs inclusive of fair value gain of ` 87.63 lacs arising out of adoption of IND AS2015 & interest remission of Rs. 540.14 lacs. Fair value gain of unquoted investmentsgave additional revenue of Rs. 4796.92 under other comprehensive income. Consequently thenet profit is Rs. 5193.67 lacs as compared to Rs. 2554.72 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 Karnataka underSection 391 of Companies Act 1956. Presently the company is engaged only in recovery ofits assets and repayment of liabilities under the said arrangement.

3. RESERVE & SURPLUS:

The other comprehensive income of Rs. 4796.92 lacs has been transferred to the reservesfor the year on 31st March 2018 and balance of Rs. 396.75 lacs .is carried to retainedearnings.

4. DIVIDEND

Though the financial results shows as profits which is arising out of interestremission and fair valuations of certain assets which is notional in nature hence nodividend recommended by the Board.

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 was Rs. 3228.91 lacs as on 31stMarch 2017 and Rs. 2816.55 lacs.as on 31st March 2018.

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:

IIn accordance with the provisions of the Companies Act 2013 Sri Aspi Nariman Katgarawas appointed as Managing Director and Sri Subbarame Gowda resigns for the post of WholeTime Director and continue as Director and Sri J M Panday appointed as Chief FinancialOfficer during the financial year.

DIN/PAN Board of Directors and Key Managerial Personnel. Designation
1451944 Kudi Bhoja Shetty Chairman
6946494 Aspi Nariman Katgara Managing Director
wef 22.12.2017
46329 Subbarame Gowda Director
1039656 Sevagoor Srinivas Kamath Director
7133349 Jyothi Vishweshwaraiah Bhadravathi Director
AACPP7417J Jamsheed Minocher Panday 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 SUBBARAME GOWDA 00046329 Whole time Director
Upto 14.12.2017
02 ASPI NARIMAN KATGARA 06946494 Managing Director
w e f 22-12-2017
03 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 3 independentdirectors. Only Whole Time Director and Managing Director are paid remuneration andindependent directors 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 remuneration of the employees
Sri Subbarame Gowda- Whole Time Director Upto 14.12.2017 1:1.81
Sri Aspi Nariman Katgara- Managing Director W e f 22-12-2017. 1:1.15

B) No percentage increase in remuneration has been made to Whole-time Director andManaging Director of your company for the year ended March 2018.

C) Percentage increase in median remuneration of the employees for the year ended March2018:Nil

D) Number of permanent employees on the rolls: 30

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 and Managing Director are 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 JOINT VENTURE AND ASSOCIATE COMPANY:

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

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

No company became or ceased to be subsidiary/associate or joint venture during thefinancial year 2017-18

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' tothis report.

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 31.03.2018 Eight Board Meetings were held .Thesemeetings were held on 26th May 2017 14th August2017 13th September 2017 14thDecember201722nd December 201713th February 2018 2nd March 2018 and 7th March2018. The attendance of the directors is provided in the corporate governance reportenclosed 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 is recommended by Remuneration Committee and approved by the Board

l The policy provides for criteria for appointment / continuation of appointment ofdirectors on the basis of requirements of Companies Act 2013 and Rules made thereunder

l The policy also specifies minimum - qualification experience and other attributes

l The policy lays down criteria for evaluation of performance of board committees andindividual directors (as elaborated under separate heading in this report)

l 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

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 2017-18 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 The evaluation is done on the basis of inputs received from the directors regardingthe performance of board & committees as a whole and also of director in individualcapacity. Specific inputs have been collected from Independent Directors regardingperformance of Whole-time Director.

l Broad parameter for board performance have been the efficiency to guide the companythrough the process of recovering the assets and paying-off liabilities under the schemeof 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 providingindependent judgements on the board decisions. Specific parameter for committees isexecution 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 31.03.2018 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 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-

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

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 threeyears reckoned from the beginning of the financial year): a) Details of technologyimported - No technology was imported during the year. b) Year of import - Not Applicablec) Whether the technology been fully absorbed- Not Applicable d) If not fully absorbedareas where absorption has not taken place and the reasons thereof - Not Applicable iv. Expenditureincurred on Research and Development - Your Company is predominantly a serviceprovider and is not required to set up a formal R&D unit.

C .During the year 2017-18 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 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: 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 annualaccounts the applicable accounting standards had been followed along with properexplanation 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 sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; (e) The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and (f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand 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. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate affairs (MCA) vide its notification dated February 162015 notified the Indian Accounting Standards (IND AS) applicable to certain class ofCompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

The Company has adopted Indian Accounting Standard (IND AS) as notified by the Ministryof Corporate affairs with effect from 1st April 2017 with a transaction date of 1st April2016. These financial statements for the year ended 31st March 2018 are the firstfinancial statements the Company has prepared under Ind AS. For all periods up to andincluding the year ended 31st March 2017 the Company prepared the financials statementsin accordance with the accounting standards notified under the Section 133 of theCompanies Act 2013 read together with paragraph 7 of the Companis (Accounts) Rules 2014(Previous GAAP)

The adoption of Ind AS has been carried out in accordance with IND AS 101 First-timeadoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards andinterpretations that are issued and effective for the first Ind AS financial statements beapplied retrospectively amd consistently for all financial years presented. Accordinglythe Company has prepared financial statements which comply with Ind AS for year ended 31stMarch 2018 together with the comparative information as at and for the year ended 31stMarch 2017 and the opening Ind AS Balance Sheet as at 1st April 2016 the date oftransaction to Ind AS"

26. 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.

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)}

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'.

29. 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.

30. 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

The report of the statutory auditor for the financial year 2017-18 is circulated to themembers along with financials for the said period.

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.

31. 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
Chairman
DIN: 01451944
Place: Bengaluru
Date: 14th August 2018