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Directors Report of Maha Rashtra Apex Corporation Ltd.

Mar 31, 2016

The Directors have pleasure in presenting their Annual Report on the business and operation of the company and the accounts for the financial year Ended 31st March, 2016.

1. FINANCIAL SUMMARY OR HIGHLIGHTS :

The financial summary for the year ended 31st March, 2016 along with the corresponding figures for the previous year are as under:-

Particulars

2015- 2016

2014-2015

Revenue from operations

4004385.76

3457707.27

Other income

7834626.34

13430599.74

Sub total

11839012.10

16888307.01

Total expenses including depreciation and finance cost

36311030.26

41365037.42

Profit before tax & extraordinary & exceptional items

(24472018.16)

(24476730.41)

Exceptional items

52314487.79

4073995.97

Extraordinary items

74447897.24

24771159.50

Excess Depreciation Reversed

-

290487.14

Tax

-

-

Net profit

(2338608.71)

(3489079.74)

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

During the year under review, the Company has earned revenue of Rs. 118.39 lacs as compared to Rs.168.88 lacs in the previous and has incurred loss of Rs.23.39 lacs as compared to Rs.34.89 lacs in the previous year.

Pursuant to the cancellation of NBFC License by the Reserve Bank of India during the year 2002, the Company is not carrying out any activity as a Non Banking Financial Company and is under Scheme of Arrangement as approved by Hon’ble High Court of Karnataka under Section 391 of Companies Act 1956. Presently the company is engaged only in recovery of its assets and repayment of liabilities under the said arrangement.

3. RESERVE & SURPLUS:

No amount is proposed to be transferred to any reserves as on 31st March, 2016.

4. 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 2015-16.

5. SCHEME OF ARRANGEMENT AND PUBLIC DEPOSIT:

In terms of Scheme of arrangement sanctioned by the Hon''ble High Court of Karnataka, the Company has completed payment of three installments. The payment of 4th installment is in progress. As on 31st March, 2016 the principal amount outstanding in respect of Bond/Deposit is Rs.3011.56 lakhs

During the year, Company has not taken any public deposit falling under the purview of Section 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:

DIN/PAN

Board of Directors and Key Managerial Personnel.

Designation

46329

Subbarame Gowda

Whole time Director

1039656

Sevagoor Srinivas Kamath

Director

1451944

Kudi Bhoja Shetty

Director

7133349

Jyothi Vishweshwaraiah Bhadravathi

Director

AACPP7417J

JamsheedMinocherPanday

Company Secretary

In accordance with the provisions of the Companies Act, 2013 no Directors were appointed or resigned during the financial year.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Jyothi V.B., Director of the Company retires by rotation and being eligible, offers herself for reappointment at the ensuing Annual General Meeting.

None of the Directors of the Company is disqualified under Section 164 of the Companies Act, 2013.

The Company is required to appoint Key Managerial Personnel under Section 203 of Companies Act 2013. Details are given below:

Sl. No

Name of the Key managerial personnel

DIN/PAN

Designation

1

SUBBARAME GOWDA

00046329

Whole time Director

2

JAMSHEED MINOCHER PANDAY

AACPP7417J

Company Secretary

There is no business activity and also due to financial constraints the company has not appointed CFO.

8. Remuneration to Directors and other employees:

The Board is comprised of 1 whole-time director, 1 non-executive director and 2 independent directors. Only Whole-time Director is paid remuneration and independent 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 employee

Sri Subbarame Gowda- Whole Time Director

1:2.20

B) No Percentage increase in remuneration has been made to Whole-time Director of your company for the year ended March 2016.

C) Percentage increase in median remuneration of the employees for the year ended March 2016:Nil

D) Number of permanent employees on the rolls: 33

E) Average percentile increase already made in the salaries of employees and comparison with managerial remuneration and justification thereof and exceptional circumstances for increase in the managerial remuneration: There is no exceptional payment to Whole-Time Director . He is drawing minimum salary compare to the industry standard.

F) The remuneration is as per remuneration policy of the company.

The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 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 aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Under Section 197(14) of Companies Act 2013, it is hereby informed that none of the directors are in receipt of commission from the company / from holding / subsidiary company.

9. SUBSIDIARY, JOINTVENTURE 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

Mangala Investments Limited

U65993KA1979PLC003652

Associate

7

Manipal Home Finance Limited

U85110KA1994PLC016671

Associate

8

Manipal Springs Limited

U29309KA1984PLC005964

Associate

There is no Joint venture for the Company.

No company became or ceased to be subsidiary/associate or joint venture during the financial year 2015-16

Pursuant to Section 129(3) of the Companies Act, 2013 the salient features of financial Statement of Subsidiaries and Associate Companies in Form AOC-1 as ''Annexure I'' to this report.

INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

10. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

11. MEETINGS:

During the financial year ended 31.03.2016six meetings of the Board of Directors of the Company were held. The meetings were held on 27.05.2015, 10.08.2015, 01.09.2015, 03.10.2015, 14.11.2015 and 15.02.2016.The attendance of the directors is provided in the corporate governance report enclosed to this report

12. INDEPENDENT DIRECTORS

The Company has appointed independent directors in terms of Section 149(4) read with Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014. The Company has received necessary declarations from the Independent Directors confirming their Independence. There has been no re-appointment of independent director during the year.

13. CORPORATE GOVERNANCE:

As required under Regulation 34(3) read with Schedule V of the Listing (Obligations and Disclosure Requirements) Regulations, 2015, 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.

14. RISK MANAGEMENT POLICY :

Pursuant to Scheme of Arrangement, sanctioned by the High Court of Karnataka, to repay the deposit liabilities and also in compliance of RBI restrictions, the Company focused only on recovery of loans and repayment of deposits. At present the risk is associated with this activity and all efforts are on to manage the delay and shortfall in installment payments and assessment of its impact on the Company.

15. POLICIES ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The company is covered under Section 178(1) of Companies Act 2013 read with Rule 6 of Companies (Meeting of Board and its Powers) Rules 2014. Accordingly Section 134(3)(e) of the Act requires the company to disclose policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and matters relating to remuneration for directors, key managerial personnel and employees. The highlights of the said policy is provided hereunder:

- The policy is recommended by Remuneration Committee and approved by the Board

- The policy provides for criteria for appointment / continuation of appointment of directors on the basis of requirements of Companies Act 2013 and Rules made there under

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

- The policy lays down criteria for evaluation of performance of board, committees and individual directors (as elaborated under separate heading in this report)

- Other matters like criteria for removal of directors, components of remuneration...etc are specified by the policy.

16. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND AUDIT COMMITTEE AND STAKEHOLDER RELATINSHIP COMMITTEE :

The Company is required to constitute a Nomination and Remuneration Committee, Audit committee 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 and its Powers) Rules, 2014. Consequently disclosure pertaining to composition thereof and their recommendations are covered in Corporate Governance Report. During 2015-16, all recommendations of Audit Committee are accepted by the board. The company has adopted vigil mechanism and the same is available on the website of the company.

17. 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 Board, committees 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 directors regarding the performance of board & committees as a whole and also of director in individual capacity. Specific inputs have been collected from Independent Directors regarding performance of Whole-time Director

- Broad parameter for board performance have been the efficiency to guide the company through the process of recovering the assets and paying-off liabilities under the scheme of arrangement approved by Honourable High Court of Karnataka under Section 391 of Companies Act 1956.

Supplementary parameter is exploring opportunities for bringing new business opportunities for the company. Specific parameter for Whole-time Director is achievement of targets on the said recoveries and payments. Specific parameter for independent directors is attendance at board / committee meetings and providing independent judgments on the board decisions. Specific parameter for committees is execution of their terms of reference.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year, the Company has not given any loans, provided any securities or guarantee to any persons within the meaning of Section 186 of the Companies Act, 2013. However, during the year Company had invested in 50,000 fully paid up Equity Shares of M/s. El Dorado Investment Private Limited.

The investments as on 31.03.2016 are provided under schedule 5(b) to the balance sheet.

19. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135, Corporate Social Responsibility is not applicable to the company.

20. 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 Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy-

i. Steps taken or impact on conservation of energy: Since the Company is not carrying out manufacturing activity, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized.

ii. Steps taken by the Company for utilizing alternate sources of energy: Nil

iii. Capital investment on energy conservation equipments: NIL

B. Technology absorption:-

i. Efforts made towards technology absorption: Nil

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. Imported technology (imported during the last three years reckoned from the beginning 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 reasons thereof -Not Applicable

iv. Expenditure incurred on Research and Development - Your Company is predominantly a service provider and is not required to set up a formal R&D unit.

C .During the year 2015-16, there has been no foreign exchange earnings or outgo.

21 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 by trustees for the benefit of employees: None

E) Redemption of securities: None

22. DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(5) the Board confirm and submit the Directors'' Responsibility Statement that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement 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 II''.

24. 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 orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

25.. REPORTING OF FRAUD:

The auditor of the company has not reported any fraud under Section 143(12) read with Rule 13 of Companies (Audit & Auditors) Rules 2014

26. EXTRACT OF ANNUAL RETU RN :{Section 134(3)(a)}

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 an extract of annual return in Form MGT- 9 as a part of this Annual Report as ''Annexure III''.

27. 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 of the number of cases occurring under the Act pursuant to Section 22. Your Board confirms that no complaints / cases have been filed / are pending with the Company during the year.

28. AUDITORS AND THEIRREPORT:

Rao & Swami, Chartered Accountants, Udupi, the statutory auditor of the company were appointed in for a term of three years i.e., 2014-15, 2015-16 and 2016-17. The said appointment however shall be subject to ratification by the shareholders at every annual general meeting. Accordingly it is proposed to ratify the appointment of Rao & Swami, Chartered Accountants, Udupi, as statutory auditor of the company

The report of the statutory auditor for the financial year 2015-16 is circulated to the members along with financials for the said period.

REPLY TO AUDITOR S OBSERVATION

Pursuant to requirements of Section 134 (3) (f) of the Companies Act, 2013, explanation is necessary, as there is qualification, reservation or adverse remark made by the Statutory Auditors of the Company in their report.

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 , iv and v explanations given in the relevant notes No.3.2,3.5, 3.6,3.7 and 3.11 of Schedules of Accounts are self explanatory.

29. SECRETARIAL AUDIT AND THEIR REPORT

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

30. ACKNOWLEDGEMENTS:

The directors place on record their sincere appreciation for the assistance and co-operation extended by Bank, its employees, its investors and all other associates and look 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 Subbarame Gowda

Place: Bengaluru Director Whole Time Director

Date: 13th August 2016 DIN: 01451944 DIN: 00046329


Mar 31, 2015

Dear Members,

The Directors present herewith the Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL AND OPERATIONAL PERFORMANCE:

The performance of the Company for the financial year ended 31st March 2015 is summarized below:.

(Rs. In Lakhs)

Year ended March 31, 2015

Profit before Interest, depreciation, 36.39 Provision for Taxation

Less: Interest Depreciation 277.12

4.03

281.15

(244.76)

Less: Exceptional Items 40.74

Add: Extraordinary Items 247.71

Add: Excess depreciation reversed 2.90

Less: Provision for Taxation 0.00

Net Profit/(Loss) (34.89)



Year ended March 31, 2015

Profit before Interest, depreciation, 25.36 Provision for Taxation

Less: Interest Depreciation 293.05

22.24

315.29

(289.93)

Less: Exceptional Items 71.20

Add: Extraordinary Items 230.06

Add: Excess depreciation reversed 0.00

Less: Provision for Taxation 0.00

Net Profit/(Loss) (131.07)



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.

SCHEME OF ARRANGEMENT

In terms of Scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka, till 31.03.2015, the Company has repaid public investments aggregating to Rs.13834.04 Lakhs through installment. The details are given below:

(Rs.In Lakhs)

Category Amount Amount Paid Amount Paid Payable till till 31.03.2015 31.03.2014

Pri.Amount Rs.5,000/- & 1258.70 1176.71 1175.39 less

Instalments

I 3448.10 3448.10 3448.10

II 4503.00 4503.00 4503.00

III 3436.08 3436.08 3436.08

IV 2372.66 1269.37 300.56

V 4370.22 0.78 0.78

TOTAL 19388.76 13834.04 12863.91



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 re- constituted 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 of Accounts 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

Place: Bengaluru Date : 27th May,2015 K B Shetty Subbarame Gowda Director Whole Time Director DIN:01451944 DIN:00046329


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 70th Annual Report and Audited Statements of Account for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. In Lakhs)

Year ended Previous Year March 31, 2014 March 31, 2013

Profit before Interest, Depreciation, Provision for Taxation 184.22 368.10

Less: Interest 293.05 412.85 Depreciation 22.24 27.46

315.29 440.31

(131.07) (72.21)

Less: Provision for Taxation 0.00 0.00

Net Profit after Tax (131.07) (72.21)

During the year under review the Company incurred a loss of 131.07 lacs as compare to loss of 72.21 lacs during the previous year. Total revenue from the operation during the year was 137.17 lacs as against 275.83 lacs in the previous year. Company has taken steps to reduce the expenditure. Total expenditure was 428.62 lacs for the current year as against 594.71 lacs in the previous year. Even though our obligations towards deposits and bond holders under the Scheme of Restructure sanctioned by the Hon''ble High Court of Karnataka could not be met on the schedule dates as per the Scheme, we have paid 1507.98 lacs through Hardship and instalment payments during the year.

SCHEME OF ARRANGEMENT

In terms of Scheme of arrangement sanctioned by the Hon''ble High Court of Karnataka, till 31.03.2014, the Company has repaid public investments aggregating to 12863.91 Lakhs through installment payments. The details are given below:

(Rs. in Lacs)

Category Amount Payable Amount Paid till 31.03.2014

Pri. Amount Rs.5,000/- & less 1258.70 1175.39

Instalments I 3448.10 3448.10

II 4503.00 4503.00

III 3436.08 3436.08

IV 2372.66 300.56

V 4577.80 0.78

TOTAL 19596.34 12863.91

PERSONNEL

The Staff strength has been reduced considerably and the minimum staff members required for functioning of the Company are retained. The austerity measures taken by the management reducing its expenses helped a lot.

None of the employees of the Company is in receipt of remuneration exceeding the limits as specified in Section 217(2A) of the Companies Act, 1956.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of Subsidiary Companies namely Maharashtra Apex Asset Management Company Ltd, Crimson Estates & Properties Pvt. Ltd. and El''Dorado Investments Pvt. Ltd. are annexed.

DIRECTORS

Sri V R Hebbar (DIN-05145164) resigned as a director of the Company with effect from 6th June, 2014. The Board placed on records its deep appreciations for the valuable contribution made by Sri V R Hebbar.

Sri K B Shetty (DIN-01451944) Independent Director of the Company was liable to retire by rotation in terms of provisions of the Companies Act, 1956. However as per provisions of the Companies Act, 2013 the Independent Director is required to be appointed by Shareholders and for a term up to five consecutive years and he shall not liable to retire by rotation. Accordingly it is proposed to appoint him as Independent Director for a term upto 31st March, 2019.

The Board has appointed Sri Sevagoor Srinivas Kamath,(DIN-01039656) as an Additional Director w.e.f. 3rd July, 2014. He holds office up to the ensuing Annual General Meeting of the Company. The Company has received a notice u/s 160 of the Companies Act, 2013 from a Shareholder of the Company proposing the candidature of Sri Sevagoor Srinivas Kamath for the office of an Independent Director. Accordingly it is proposed to appoint him as Independent Director for a term upto 31st March, 2019.

The term of office of Sri S R Gowda (DIN-00046329) the Whole Time Director ends on 9th December, 2014 and the Board has re-appointed him as the Whole Time Director for a further period of 3 years and the same will be considered for approval of the members in the ensuing meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

I. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

II. Appropriate accounting policies have been selected 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 as on 31st March, 2014 and of the loss of the Company for the year ended as on that date.

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

REPLY TO AUDITORS'' 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 in nature. So no provision was considered for diminishing value of investments.

With regard to Auditors'' observation in point Nos A (ii) to (v), B, C, D, E, F, G (a) explanations given in the relevant notes No.12 3.1 to 3.7 of Schedule of the Accounts are self-explanatory.

With regard to point No. H: The reconciliation is complete but pending verification.

AUDITORS

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Rao & Swami, Chartered Accountants, Udupi, Statutory Auditors, are eligible for re-appointment as Auditors for a maximum period of three years. Members are requested to appoint for a term of 3 consecutive years from conclusion of this Annual General Meeting till conclusion of fourth Annual General Meeting considering the ensuing AGM as first and authorized the Board of Directors to fix their remuneration.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE

As your Company is not engaged in manufacturing activities, there is no information to submit in respect of the above.

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.

CASH FLOW STATEMENT

In conformity with Clause 32 of the Listing Agreement with Stock Exchanges the Cash Flow Statement for the period ended 31st March, 2014 is annexed herewith.

ACKNOWLEDGEMENTS

Your 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.

For and On behalf of the Board,

Place: Manipal K B Shetty S R Gowda Date: August 13, 2014 Director Whole Time Director


Mar 31, 2010

The Directors have pleasure in presenting the 66th Annual Report and Audited Statements of Account for the year ended 31stMarch,2010.

FINANCIAL RESULTS (Rs. in lakhs)

Year ended Previous Year March 31,2010 March 31,2009

Profit before Interest, Depreciation,

Lease Equalisation and

Provision for Taxation 919.01 134.61

Less: Interest 535.14 361.01

Lease Equalisation (22.30) (49.46)

Depreciation 70.97 88.87

583.81 400.42



335.20 (265.81)

Less: Provision for Taxation 38.00 0.00

Provision for Fringe Benefit Tax 0.00 1.25

Net Profit after Tax 297.20 (267.06)

Prior Period Adjustment 1134.58 14.75



1431.78 (281.81)

Add: Previous years surplus (11379.33) (11097.52)

Amount available for disposal (9947.55) (11379.33)

REVIEWOF OPERATION

The Company had to discontinue fund based business activities owing to the cancellation of its licence by RBI. Since recovery from the borrowers is insufficient to meet our obligations towards the depositors and Bond holders under the Scheme of Restructure as approved by the Honble High Court of Karnataka, the Company is in the process of selling its assets including raising funds from its investment in Kurlon Ltd for the purpose of augmenting enough funds to repay the Bonds/Deposits It is pertinent to note that the Honble High Court of Karnataka has accorded permission for the sale of

investment in Kurlon Ltd with a view to arrange funds. The Company is not sparing any possible channel for arranging enough funds in order to repay the deposits and Bonds as early as possible. It is also added that the Company could not fulfill the requirements as per the order of the High Court of Karnataka within the stipulated time as expected. The CollectionofduesunderHP/LEASE/BILLSetc was to the tune of Rs.580.03 lakhs during the year under review

The Company posted a net profit of Rs.297.20 Lakhs for the current year. In view of the carry forward losses in the earlier years the Board express its inability to declare dividend Equity/Preference Shareholders.

SCHEME OF ARRANGEMENT

In terms of Scheme of arrangement sanctioned by the Honble High Court of Karnataka, the Company has repaid Deposits/ Bonds aggregating to Rs.9676.17 lakhs till 31.3.2010. The details aregiven below:

(Rs.in Lakhs)

Category Payable paid till 31.03.10

Pri. amount Rs. 5000/- & less 1258.70 1166.48

I 3448.10 3448.10

II 4503.00 4503.00

III 4335.96 556.69

IV 3490.81 1.90

V 6230.11 Nil

TOTAL 23266.68 9676.17

PERSONNEL

The Staff strength has been reduced considerably and the minimum staff members required for functioning of the Company are retained. The above austerity measures taken by the management helped a lot to reduce the over heads of the Company.

None of the employees of the Company is in receipt of remuneration exceeding the limits as specified in Section 217(2A) of theCompaniesAct,1956.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of Subsidiary Companies namely Maharashtra Apex Asset Management Company Ltd., Crimson Estates & Properties Pvt.Ltd., Eldorado Investments Pvt.Ltd. and Riveira Steels Pvt.Ltd. are annexed.

DIRECTORS

SriKBShetty,Director retires in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act ;1956 ;your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) Appropriate accounting policies have been selected 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 as on31stMarch ;2010 and of the losso the Company for the year ended as on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

REPLY TO AUDITORS OBSERVATION

The Board is taking various steps to accelerate recovery. It has constituted an Asset Recovery Board with adequate powers to settle One time Settlement cases. Recovery Facilitators are also appointed at selected places. Special efforts are on to induce the loan defaulters and bring them forward for settlement. The Company has met fair success in this process.

Consequent to the closure of most of the branches and discontinuation of business activities, there has not been any Significant transactions which merit the continuance of Internal Audit system. Hence as a cost cutting measure the Internal Audit System has been discontinued with effect from the year 2003.

With regard to Auditors observation in Paras 2(e)(f)(g)(i)(j)(k) and I) explanations given in the relevant notes B(1) to B(17), of Schedule M-of the Aooounts are setf-explanatory

AUDITORS

M/s Rao & Swami, Chartered Accountants, Udupi, the present auditors of the Company retire at the forthcoming Annual General Meeting. A Certificate under Section 24(1 B) of the Companies Act,1956 has been received from the Auditors, confirming that the appointment if made will bewithin the prescribed limits.

CONSERVATION OF ENERGY JECHNOLOGY.ABSORPTION AND FOREIGN EXCHANGE

As your Company is not engaged in manufacturing activities, there is no information to sub mit in respect of the above.

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.

CASH FLOW STATEMENT

In conformity with Clause 32 of the Listing Agreement with Stock Exchanges the Cash Flow Statement for the period ended 31st March,2010 is Annexed here with.

ACKNOWLEDGEMENTS

Your 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.

For and On behalf of the Board,

Bangalore G A Rego K B Shetty August31,2010 Executive Director Director

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