maha rashtra apex corporation ltd Directors report

TO,

THE MEMBERS,

Maha Rashtra Apex Corporation Limited

Your 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, 2023.

1.FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial summary for the year ended 31stMarch, 2023 along with the corresponding figures for the previous year are as under:-

	Standalone		Consolidated
Particulars	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from operations	15,97,190.00	1,63,87,779.52	2,12,99,326.00	3,89,24,267.52
Other income	6,66,56,609.12	4,24,71,153.79	6,84,39,235.12	4,37, 81,137.18
Sub total	6,82,53,799.12	5,88,58,933.31	8,97,38,561.12	8,27,05,404.70
Total expenses including depreciation and finance cost	2,65,63,500.97	1,48,74,933.62	4,90,80,903.92	3,80,44,224.79
Profit before tax & extraordinary & exceptional items	4,16,90,298.15	4,39,83,999.69	4,06,57,657.20	4,46,61,179.91
Share of Profit/Loss of Associates	-	-	(47,02,47,743.17)	(3,77,66,207.45)
Exceptional items	1,17,56,956.00	1,37,09,012.11	1,19,53,456.87	12,36,80,030.48
Current Tax	(8,40,000.00)	(49,35,000.00)	(9,64,169.00)	(50,63,079.00)
Tax (Adjustments of tax for earlier years)	-	(4,93,808.94)	1,71,160.00	7,80,044.94
Profit After Tax	5,26,07,254.15	5,22,64,202.86	(41,87,71,958.10)	1,34,19,879.00
Other Comprehensive income	(46,80,80,072.88)	(4,51,00,732.08)	14,81,946.29	15,57,847.28
Net profit	(41,54,72,818.73)	71,63,470.78	(41,72,90,011.81)	1,49,77,726.28

2. REVIEW OF OPERATION AND STATE OF COMPANYS AFFAIRS:

During the year under review, the business operations of Company generated revenue of Rs.682.53 lacs inclusive of interest remission of Rs. 526.04 lacs. The net profit before tax is Rs.416.90. lacs as compared to net profit of Rs.439.84 lacs for the previous year. Profit for the year after tax Rs. 526.07 lacs compared to profit of Rs.522.64 lacs for the previous year.

The Company is not carrying out any activity as a Non-Banking Financial Company and is under Scheme of Arrangement as approved by Honble 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:

The profit after tax of Rs.526.07 lacs has been transferred to the reserves for the year ended on 31st March, 2023.

4. DIVIDEND:

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

5. SCHEME OF ARRANGEMENT AND PUBLIC DEPOSIT:

In terms of Scheme of arrangement sanctioned by the Honble High Court of Karnataka, the Company has on its part has fulfilled four instalments in full. The Company has given Public notice to the Deposit/Bond holders in News Paper on 14th May, 2019 to surrender their Certificates and collect their final instalment dues. The outstanding balance of Deposit/Bond was Rs.1886.16 lacs as on 31st March, 2022 and Rs. 1240.35 lacsas on 31st March, 2023.

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:

Appointments & Cessation of Directors:

During the year under review there was no change and cessation in the Board of Directors of the Company.

Mrs. Mrs. Jyothi Vishweshwaraiah Bhadravathi, (DIN 07133349) was appointed as an Independent Director at the Extra Ordinary General Meeting held on 5th April, 2018, for a period of 5 years with effect from 13th February, 2018, till 12th February 2023. Based on the recommendation of the NRC, her re-appointment for a second term of 5 years was approved by the Shareholders through Postal Ballot.

Mr. K B Shetty, Director (DIN: 01451944) retires by rotation at the ensuing AGM, being eligible, offers himself for re-appointment. Necessary details for re-appointment as required under the Act and the SEBI Listing Regulations is given in the notice of 79th AGM.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standard.

Present Board Consist of below mentioned Directors:

DIN/PAN	Board of Directors	Designation
01451944	Kudi Bhoja Shetty	Chairman-Non-Executive Non- Independent
06946494	Aspi Nariman Katgara	Managing Director-Executive Director
07133349	Jyothi Vishweshwaraiah Bhadravathi	Independent- Non-Executive Director
01111861	Manjunath Manohar Singh	Non-Executive Non-Independent Director
07897995	Yazdin Jimmy Mistry	Non-Executive Non-Independent Director
06904529	Vidya Mananjay More	Independent-Non – Executive Director

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

8. Committees of the Board: a) AUDIT COMMITTEE:

The Audit Committee comprised of the following members:

Name of the Director	Category
Sri Aspi NarimanKatgara	Executive-Director-Member
Smt. Jyothi V B	Chairperson- Independent Non-Executive-Director
Smt. Vidya Mananjay More	Member- Independent Non-Executive-Director

b) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprised of the following members

Name of Director	Category
Mr K B Shetty	Member Non-Executive-Non-Independent Director
Mrs Jyothi V B	Chairperson- Independent Non-Executive-Director
Mrs Vidya M More	Member Independent Non-Executive Director

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprised of the following members:

Sl.No	Name of Director	Category of Directorship
1.	Mr K B Shetty	Member Non-Executive-Non-Independent
2.	Mrs Jyothi V B	Chairperson-Non-Executive-Independent
3.	Mr Manjunath Manohar Singh	Member Non-Executive-Non Independent

9. Remuneration to Directors and other employees:

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	1:4:39

B) 200 percentage increase in remuneration has been made to Managing Director of your company with effect from 22nd December, 2022.

C) Percentage increase in median remuneration of the employees for the year ended March 2023:22.17%

D) Number of permanent employees on the rolls: 19

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: Due to on-going arrangement under Section 391 of Companies Act 1956 under the order of Honourable High Court of Karnataka, the Managing Director is drawing minimum salary compared to industry standards.

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

10. 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
01	Maharashtra Apex Asset Management Company Limited	U85110KA1995PLC016881	Subsidiary
02	Eldorado Investments Company Private Limited	U65910MH1986PTC039904	Subsidiary
03	Manipal Crimson Estate & Properties Private Limited	U7010MH1987PTC042955	Subsidiary
04	Kurlon Limited	U17214KA1962PLC001443	Associate
05	Manipal Home Finance Limited	U85110KA1994PLC016671	Associate
06	Manipal Springs Limited	U29309KA1984PLC005964	Associate

There is no Joint venture for the Company.

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.

11. 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.

2. 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 and the date of this report.

13. MEETINGS:

During the financial year ended 31.03.2023, four Board Meetings were held. These meetings were held on 30th May, 2022, 10th August, 2022, 14th November, 2022 and 9th February, 2023.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

a) Audit Committee Meeting:

During the financial year ended 31.03.2023, four Audit Committee Meetings were held. These meetings were held on 27th May, 2022, 8th August, 2022, 11th November, 2022 and 7th February, 2023.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

b) Nomination and Remuneration Committee Meeting:

During the financial year ended 31.03.2023, two Nomination and Remuneration Committee Meeting were held on 18th May, 2022 and 29th March, 2023.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

c) Stakeholders Relationship Committee meeting:

During the financial year ended 31.03.2023, fourteen Stakeholders Relationship Committee Meetings were held. The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

14. 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 one re-appointment of independent director during the year.

15. CORPORATE GOVERNANCE REPORT:

As required under Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is enclosed. A Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance is made as part of this Report.

16. 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 instalment payments and assessment of its impact on the Company.

17. POLICIES ON DIRECTORS 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 directors 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: l The policy is recommended by Remuneration Committee and approved by the Board

l The policy provides for criteria for appointment / continuation of appointment of directors 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 and individual directors (as elaborated under separate heading in this report)

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

18. CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE AND AUDIT COMMITTEE AND STAKEHOLDER RELATI0NSHIP 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 2022-23, 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.

19. 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:

l The evaluation is done internally

l 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 Managing Director.

l 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 Managing 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 judgements on the board decisions. Specific parameter for committees is execution of their terms of reference

20. 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.

The investments as on 31.03.2023 are provided under schedule 5(b) to the Balance Sheet.

21. CORPORATE SOCIAL RESPONSIBILITY:

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

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Companies Act, 2013, Regulation 34(2)(e)readwith Schedule-V of Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements)Regulations, 2015 (LODR) is given in this Annual Report as Annexure –III for the year under review.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN 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- 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 2022-23, there has been no foreign exchange earnings or outgo.

24. 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: Nil

25. 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.

26. 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 arms length transactions under third proviso thereto has been disclosed in Form No. AOC -2 as ‘Annexure II

27. 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 companys operations in future.

28. 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

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

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.maharashtraapex.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report

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

REDRESSAL) ACT, 2013:

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

Matters handled by Internal Complaint Committee during the year 2022-23, are as follows:-

• Number of complaints on sexual harassment received during the year: NIL

•Number of complaints disposed off during the year: N.A. • Number of cases pending for more than 90 days: N.A. • Nature of action taken by the Employer: N.A.

•Number of Workshops: NIL

31. PARTICULARS OF EMPLOYEES:

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

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

32. STATUTORY AUDITORS AND THEIR REPORT:

M/s. H G Sarvaiya & Co, Chartered Accountants (Firm Reg. No. 0115705W) , were appointed as Statutory Auditors of the Company in the 78th Annual General Meeting held on 28th September, 2022 till the conclusion of the eighty third Annual General Meeting to be held in the year 2027. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The report of the statutory auditor for the financial year 2022-23 is circulated to the members along with financials for the said period.

No frauds have been reported by the Statutory Auditors during the financial year 2022-23 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

33. REPLY TO AUDITORS 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.

Management Reply to the Auditors observations:

a) Interest is required to be provided for delays, if any, by the Company in payment of instalment. So, interest was provided up to 30th September, 2019. The Management decided not to provide interest after 1st October, 2019 as there was a Public notice issued by the Company in News Paper on 14th May, 2019 to the Bond & Deposit holders to surrender their Certificates and collect their final instalment dues. The public notice conveys that Company is ready to pay and, therefore, no further delay and, therefore, no delayed period interest need to be provided.

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

34. 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.

35. 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
Place: Bengaluru	For Maha Rashtra Apex Corporation Limited
Date: 10th August 2023
	K B Shetty
	Chairman
	DIN: 01451944