DIRECTORS' REPORT Dear Shareholders, Your Directors present herewith the Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015 OVERVIEW AND THE STATE OF COMPANY'S AFFAIR During the year under review the Company incurred a loss of Rs.34.89 lacs as compare to loss of Rs.131.07 lacs during the previous year. Total revenue earned during the year was Rs.168.88 lacs as against Rs.138.69 lacs in the previous year. Company has taken steps to reduce the expenditure. Total expenditure was Rs. 413.64 lacs for the current year as against Rs.428.62 lacs in the previous year. CHANGE IN NATURE OF BUSINESS The Company has not changed its nature of business during the financial year 2014-15. The company has discontinued hire purchase and leasing business since long and concentrating mainly on recovery of dues and repayment of debts. The income of the company depends on recoveries made during the year which varies from year to year. DIVIDEND In view of accumulated losses, your Directors do not recommend dividend for the equity shares and 14% Redeemable Cumulative Preference Shares for the financial year 2014-15. AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES It is not proposed to transfer any amount to reserves as on 31st March, 2015. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES The Company has "Maharashtra Apex Asset Management Company Limited", "Eldorado Investments Company Pvt Ltd" and "Crimson Estate & Properties Private Limited" as the Subsidiary Companies as at the end of financial year ended March 31, 2015. The financial statements of subsidiary companies are available for inspection during business hours at the Registered Office of the company. Any member, who is interested in obtaining a copy of financial statement of subsidiary company, may write to the Company Secretary at the Registered Office of the Company. The salient features of performance of the Subsidiaries and Associate Company as on March 31, 2015 in Form AOC- 1 is annexed herewith as 'Annexure I'. During the financial year, no company became or ceased to be the Subsidiary. The El'dorado Shares & Services ceased to be the fellow Subsidiary of the Company. CONSOLIDATED FINANCIAL STATEMENT The Consolidated Financial Statement have been prepared in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Agreement with the stock exchange and forms part of the Annual Report. PUBLIC DEPOSITS During the year, Company has not accepted any deposit falling under the purview of Chapter V (Acceptance of Deposits by Companies) of the Companies Act, 2013. MEETINGS OF THE BOARD Seven meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. COMPOSITION OF BOARD AND ITS COMMITTEE During the year, in accordance with the Companies Act, 2013 & Clause 49 of Listing Agreement, the Board reconstituted following committees: 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee Details of all the Committees along with their charters, composition and meetings held during the year are provided in the "Corporate Governance Report", a part of this Annual Report. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board on the recommendation of the Nomination and Remuneration Committee is provided in the Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY Pursuant to section 135 of the Companies Act 2013, the Company does not fall under the ambit of the said section and the provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year 2014-15. DIRECTORS AND KEY MANAGERIAL PERSONNEL Sri Garnet Albert Rego (DIN-01378613) resigned as a Director of the Company with effect from 25th Sep, 2014. The Board placed on records its deep appreciations for the valuable contribution made by Sri. Garnet Albert Rego during his tenure as Director. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri S. R. Gowda, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board has appointed Smt. Jyothi V.B. (DIN-07133349) as an Additional (Woman) Director w. e. f. 31st March, 2015. As per the provisions of the Companies Act 2013, Smt. Jyothi V.B. holds office till the ensuing Annual General Meeting and being eligible, offers herself for appointment as Director who shall be liable to retire by rotation. The Board recommends her appointment. Brief profile of the Directors seeking their appointment/re-appointment at the ensuing Annual General Meeting is provided in the Corporate Governance Report that forms part of the Annual Report. DECLARATION BY INDEPENDENT DIRECTOR The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement and the same is annexed as 'Annexure II'. BOARD EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. A separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. TRAINING OF INDEPENDENT DIRECTORS The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company. VIGIL MECHANISM / WHISTLE BLOWER POLICY Under Section 177(9) of Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a Vigil Mechanism for directors and employees to report genuine concerns and grievances. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee RELATED PARTY TRANSACTION The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC -2 as 'Annexure III'. DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provisions of section 134(5) the Board confirm and submit the Directors' Responsibility Statement:— (a) In the preparation of the annual accounts and the applicable accounting standards has been followed along with proper explanation relating to material departures; (b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors have prepared the annual accounts on a going concern basis; and (e) That proper internal financial controls were in place and that the financial controls were adequate and operating effectively (f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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 Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows: A. Conservation of Energy: i. Since the Company is not carrying out any manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized. ii. The Company has not utilized any alternate source of energy during the year. iii. There is no additional capital investment on energy consumption equipments during the year. B. Technology absorption: Not applicable C. Foreign Exchange earnings and outgo: During the year 2014-15, there have been no foreign exchange earnings or outgo. PARTICULARS OF EMPLOYEES: None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED The company has not given any loans, provided any securities or guarantees to any persons and not made any investments in securities within the meaning of Section 186 of the Companies Act, 2013. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT There are no material and commitments between 1st April 2015 to 27th May, 2015. RISK MANAGEMENT The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as "Annexure -IV" to the Board's report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS No orders have been passed by the regulators or Courts. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013. MANAGEMENT DISCUSSION AND ANALYSIS: Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is provided in the Corporate Governance Report forming part of the Annual Report. AUDITORS: Pursuant to Section 139, 140 and other applicable provision, if any of the Companies Act, 2013 and in compliance with the Companies (Audit and Auditors) Rules, 2014, the company had appointed M/s. Rao & Swami., Chartered Accountants, Udupi, as the Statutory Auditors, for a term of three years i.e., 2014-15, 2015-16 and 2016-17 subject to ratification of their appointment by the shareholders at the Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. SECRETARIAL AUDITOR Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Secretarial Audit for the financial year 2014-15 was conducted by Mr Madhwesh K, Practising Company Secretary and their Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure V" to this Report. REPLY TO AUDITOR S OBSERVATION The Company has stopped acceptance of deposit w e f 1.4.2002.Therefore we honestly believed that no credit rating is required by the Company. Investments are long term nature. So, no provision was considered for diminishing value of investments With regard to Auditors observations in point No. i, ii, iii and iv explanations given in the relevant notes No.3.6,3.7,3.14(b) and (c) and 3.12 of Schedules ofAccounts are self explanatory CORPORATE GOVERNANCE As required under Clause 49 of the Listing Agreement a detailed Report on Corporate Governance is enclosed. A Certificate from the Auditors regarding compliance of the conditions of Corporate Governance is made as part of this Report. ACKNOWLEDGEMENTS Directors would like to express their gratitude to all the Bankers of the Company for their continued support and co-operation. The Directors also thank the customers, creditors and shareholders for their support and the staff members for their devoted services. By order of the Board For Maha Rashtra Apex Corporation Limited K B Shetty Director DIN:01451944 Subbarame Gowda Whole Time Director DIN:00046329 Place: Bengaluru Date : 27th May,2015 |