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Maha Rashtra Apex Corporation Ltd.

BSE: 523384 Sector: Financials
NSE: MAHAPEXLTD ISIN Code: INE843B01013
BSE 00:00 | 18 May 90.00 2.25
(2.56%)
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89.85

HIGH

91.75

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NSE 00:00 | 18 May 88.80 -0.95
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OPEN

88.00

HIGH

92.00

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OPEN 89.85
PREVIOUS CLOSE 87.75
VOLUME 2972
52-Week high 108.95
52-Week low 48.45
P/E 34.48
Mkt Cap.(Rs cr) 127
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 89.85
CLOSE 87.75
VOLUME 2972
52-Week high 108.95
52-Week low 48.45
P/E 34.48
Mkt Cap.(Rs cr) 127
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 75th Annual Report on the business andoperation of the company and the accounts for the financial year ended 31stMarch 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS :

The financial summary for the year ended 31st March 2019 along with correspondingfigures for the previous year are as under:

Particulars 2018- 2019 2017- 2018
Revenue from operations 1649990.00 6852730.00
Other income 55449528.78 65995439.30
Sub total 57099518.78 72848169.30
Total expenses including depreciation and finance cost 33003952.93 33510085.96
Profit before tax & extraordinary & exceptional items 24095565.85 39338083.34
Exceptional items 35441467.12 8121700.43
Tax (Adjustment) 3200000.00 7785000.00
Profit After Tax 62737032.97 39674783.77
Other Comprehensive income 679581.00 479691728.55
Net profit 63416613.97 519366512.32

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

During the year under review the business operations of Company generated revenue ofRs.570.99 lacs inclusive of fair value gain of Rs.122.54 lacs arising out of adoption ofIND AS and interest remission of Rs.383.31 lacs. Fair value gain of unquoted investmentsgave additional revenue of Rs.6.80 lacs under other comprehensive income. Consequently thenet profit before tax is Rs. 595.37 lacs as compared to Rs. 474.60 lacs for the previousyear and profit after tax is Rs. 627.37 lacs for the year compared to Rs. 396.75 lacs forthe 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.6.80 lacs has been transferred to the reserves forthe year ended on 31st March 2019 and profit after tax of Rs. 627.37 lacs is carried toretained earnings.

4. DIVIDEND

Though the financial results shows as profits which is arising out of interestremission and fair valuations 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 four instalments. The payment of 5th and finalinstalment is in progress.The outstanding balance of Deposit/Bond was Rs. 2816.55 lacs ason 31st March 2018 and Rs.2139.20 lacs as on 31st March2019.

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 Subbarame Gowda andSri Sevagoor Srinivas Kamath has resigned for the post of Director during the financialyear.

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 w.e.f. 21.07.2018
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 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 1:1.79

B) No percentage increase in remuneration has been made to Managing Director of yourcompany for the year ended March 2019.

C) Percentage increase in median remuneration of the employeesfor the year ended March2019:Nil

D) Number of permanent employees on the rolls: 28

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 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:

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 Manipal Home Finance Limited U85110KA1994PLC016671 Associate
7 Manipal Springs Limited U29309KA1984PLC005964 Associate

There is no Joint venture for the Company.

No company became or ceased to be subsidiary/ associate during the financial year2018-19 except Mangala Investments Ltd. which has ceased to be associate company.

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.

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 31.03.2019 Seven Board Meetings were held. Thesemeetings were held on 5th April 2018 30th May 2018 12th June 2018 21st July 201814th August 201814th November 2018 and 11th February 2019. The attendance of thedirectors is provided in the Corporate 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. Interms of recently notified Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 consent of the members by way ofSpecial Resolution is required for continuation of a Non-Executive Director upon attainingthe age of seventy five years. Mr.K B Shetty has attained the age of seventy six years andneed to take confirmation of his appointment by the shareholders in ensuing Annual GeneralMeeting of the company.

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 COMMITTEEAND 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 2018-19 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 Managing 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 Managing 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 31.03.2019 are provided under schedule 5(b) to the Balance Sheet.

20. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 Corporate Social Responsibility is applicable to thecompany.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN 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- Nil B.Technology absorption:-i. Efforts made towardstechnology 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 ispredominantly a service provider and is not required to set up a formal R&D unit.

C.During the year 2018-19 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: During the year Company has forfeited 58204 partly-paid upEquity Shares due to non-receipt of Call amount on or before the appointed date.

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 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'.

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. 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 2018-19 is circulated to themembers along with financials for the said period.

No frauds have been reported by the Statutory Auditors during the financial year2018-19 pursuant to the provisions of Section 143(12) of the Companies Act 2013.

30. 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. 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.

b. The extent of gain from market value of listed securities could not be ascertainedbefore 31-3-2019. So advance tax not paid and hence the taxes will be paid onself-assessment basis while filing the Return of Income Tax.

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
Place: Bengaluru K B Shetty
Date: 9th August 2019 Chairman
DIN: 01451944

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