DIRECTORS
TO,
THE MEMBERS,
Your Directors have pleasure in presenting the 24th Annual Report and
Audited Statements of Accounts for the period ended 3151 March, 2014.
| FINANCIAL RESULTS |
|
(Rs. in lakhs) |
|
31-03-2014 |
31-03-2013 |
| Total Income |
566.59 |
300.57 |
| Less: Operating Expenses |
271.90 |
250.38 |
| Gross Profit |
294.69 |
50.19 |
| Less: Depreciation |
5.56 |
5.81 |
| Net Profit |
289.13 |
44.38 |
| Less: Provision for Taxation |
85.20 |
9.94 |
|
203.93 |
34.44 |
| Less: Deferred tax adjustments |
1.76 |
0.25 |
| Add: Profit/(Loss) brought forward |
202.17 |
34.19 |
| Amount available for appropriation |
74.17 |
74.17 |
|
276.34 |
108.36 |
| APPROPRIATIONS |
|
|
| Transfer to Debenture Redemption Reserve |
202.17 |
34.19 |
| Transfer to General Reserve |
0.00 |
0.00 |
| Balance Carried forward |
74.17 |
74.17 |
REVIEW OF OPERATIONS
The total income during the year ended 31s1 March, 2014 is Rs.566.59 lakhs
(Rs.300.57 lakhs during the previous year) The rental income (user compensation) has
increased from Rs.258.68 lakhs to Rs.295.38 lakhs during the reporting year. The income
received from the general insurance related activities is Rs.4.13 lakhs as against Rs.7.53
lakhs for the previous year. The income earned from money changing business during the
year is nominal.
The Net Profit earned after depreciation and Taxation is Rs.202.17 Lakhs as against
Rs.34.19 lakhs in the previous year.
DIVIDEND
In accordance with the provisions of Section 71(4) of the Companies Act, 2013 read with
Rule furnished in Circular No. 04/2013 dated 11th February, 2013 issued by the
Ministry of Corporate Affairs, Govt, of India, New Delhi, the Company is required to
create Debenture Redemption Reserve for the outstanding Secured Redeemable Non-Convertible
Debentures of Rs.12.50 crores. Accordingly entire profit earned by the Company during the
year 2013-14 amounting to Rs.202.17 lakhs has been credited to the Debenture Redemption
Reserve. Hence, the dividend was not recommended during the year under report.
DIRECTORS
• It is noted with profound grief that Sri Sadashiva Pai B., Director of the
Company who breathed his last on 2nd July, 2014. He was Director of the Company
since 17th July, 2010. Your Directors wish to pay rich tributes to Mr.
Sadashiva Pai B. for his valuable contribution through continuous and qualitative
participation in the Board meetings and unstinted support to the Company throughout his
association. The Board wishes to place on record its sincere appreciation for the valuable
services rendered by late Sri Sadashiva Pai B.
• Mr. T. Satish U. Pai retires by rotation and being eligible offers himself for
re-appointment at the ensuing Annual General Meeting.
• Mr. P. Vaman Mallya was appointed as an Additional Director of the Company. He
continued to be Director till the date of forthcoming Annual General Meeting. Company has
received notice from a member proposing him to the position of Director at the meeting.
DIRECTORS RESPONSIBILITY STATEMENT
The Directors report that:
a) Applicable accounting standards have been followed in preparation of accounts under
report.
b) Reasonable and prudent accounting policies have been selected and applied which
gives a true and fair view of the state of affairs of the Company and of the Profit of the
Company for the year under report.
c) Proper and sufficient care has been taken for maintaining of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company.
d) Accounts are prepared on a going concern basis.
SUBSIDIARY COMPANY
Pursuant to Section 129(3) of the Companies Act, 2013, the accounts of Manipal
Insurance Services Ltd., for the period ended 31-03-2014 is annexed.
COMPLIANCE CERTIFICATE
A Certificate to the effect that the Company has complied with all the provisions of
the Companies Act, 1956 is obtained from Mr. S. Ramachandra Bhat, a Secretary in
whole-time practice for filing with the Registrar of Companies pursuant to proviso to
Section 383A(1) of the Companies Act, 1956 and a copy of such Certificate is attached as
Annexure to this Report.
AUDITORS REMARKS
With regard to observations made by the Auditors under the head "Emphasis of the
Matter", explanation given in Note No. 18.01 of Notes to Accounts is
self-explanatory.
AUDITORS
M/s Pai Nayak & Associates Chartered Accountants, Udupi, Statutory Auditors of the
Company hold office till the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received letter from them to the effect that
their re-appointment, if made, would be within the prescribed limits under Section
141(3)(g) of the Companies Act, 2013 and that they are not disqualified for
re-appointment.
Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956
: NIL. Particulars regarding conservation of energy and technology absorption: NIL.
Foreign Exchange earnings and outgo : NIL.
ACKNOWLEDGMENT
Your Directors take this opportunity to place on record their appreciation of the
support extended by Shareholders, Banks and its staff.
|
By Order of the Board |
| Manipal |
T. Satish U. Pai |
| 25th July, 2014 |
Chairman |
COMPLIANCE CERTIFICATE
To,
The Members,
MPL Enterprises Ltd.
Regd. Office: Syndicate House
Manipal-576 104.
Dear Sir,
I have examined the registers, records, books and papers of MPL Enterprises Ltd., as
required to be maintained under the Companies Act, 1956 (the Act) and the rules made
thereunder and also the provisions contained in the Memorandum and Articles of Association
of the Company for the financial year ended on 31st March, 2014. In my opinion
and to the best of my information and according to the examinations carried out by me and
explanations furnished to me by the Company, its officers and agents, I certify that in
respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure A to this
certificate, as per the provisions of the Companies Act, 1956 and the rules made
thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure B to this
certificate, with the Registrar of Companies, or other authorities within the time
prescribed under the Act and the rules made thereunder.
3. The Company, being a public limited Company has the minimum prescribed paid-up
capital.
4. The Board of Directors met 4 (Four) times on 17th June, 2013, 17th July,
2013, 11th November, 2013 and 10,h March, 2014, in respect of which
meetings proper notices were given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose.
5. The Company has not closed its Register of Members during the Financial Year.
6. The 23d Annual General Meeting for the financial year ended on 31-3-2013
was held on Tuesday, the 24th day of September, 2013 after giving due notice to
the members of the Company and the resolutions passed thereat were duly recorded in
Minutes Book maintained for the purpose.
7. No Extraordinary General Meeting was held during the Financial Year.
8. The Company has not advanced any loans to its directors or persons or firms or
companies referred to under Section 295 of the Act.
9. The Company has not entered into any contracts falling within the purview of Section
297 of the Act.
10. The Company has made necessary entries in the register maintained under Section 301
of the Act.
11. As there have not been any instances falling within the purview of Section 314 of
the Act, the Company has not obtained any approvals from the Board of Directors, Members
or Central Government as the case may be.
12. The Company has issued duplicate Share Certificates and made transfer/transmission
of securities during the financial year.
13. The Company has:
i) not made any allotment of securities during the year.
ii) not declared any dividend during the Financial Year.
iii) deposited unclaimed dividends in the separate Bank Account and same will be dealt
with in accordance with the provisions of the Companies Act, 1956.
iv) duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted and appointment of
Directors has been duly made.
15. The Company has not appointed any Whole-time Directors during the financial year.
16. The Company has not appointed any Sole Selling Agents during the financial year.
17. The Company was not required to obtain any approval of the Central Government,
Company Law Board, Regional Director or such authorities prescribed under the various
provisions of the Act.
18. The directors have disclosed their interest in other firms/companies to the Board
of Directors pursuant to the provisions of the Act and the rules made thereunder.
19. The Company has not issued Equity shares during the financial year.
20. The Company has not bought back any shares during the financial year.-
21. There was no redemption of preference shares or debentures during the year.
22. There were no transactions necessitating the Company to keep in abeyance the rights
to dividend, rights shares and bonus shares pending registration of transfer of shares.
23. The Company has not invited/accepted any deposits including any unsecured loans
falling within the preview of Section 58A during the financial year.
24. The Company has not made any borrowings during the financial year.
25. The Company has not given any loans or advances or given guarantees or provided
securities to other bodies, corporate and consequently no entries have been made in the
register kept for that purpose.
26. The Company has not altered the provisions of the memorandum with respect to
situation of the companys registered office from one state to another during the year
under scrutiny.
27. The Company has not altered the provisions of the memorandum with respect to the
objects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the memorandum with respect to name
of the Company during the year under scrutiny.
29. The Company has not altered the provisions of the memorandum with respect to share
capital of the Company during the year under scrutiny.
30. The Company has not altered its articles of association during the financial year.
31. There were no prosecution initiated against or show cause notices received by the
Company during the financial year for offences under the Act.
32. The Company has not received any money as security from its employees during the
financial year.
33. The Company has duly complied with the provisions of Provident Fund Act and ESI Act
from time-to-time.
Sd/-
Ramachandra Bhat S.
Company Secretary
FCS No. 4441
CP. No. 5421
Place : Manipal
Date : 25,h June, 2014.
ANNEXURE-A
Name of the Company : MPL Enterprises Ltd.
CIN : U74140KA1990PLC010763
Nominal Capital : Rs.25,00,00,000/-
Paid-up Capital : 2,84,03,000/-
Registers as maintained by the Company:
1. Register of Members u/s 150.
2. Copy of Annual Returns u/s 159.
3. Minutes of Board Meetings/Annual General Meetings/Extraordinary General Meetings u/s
193.
4. Register of Contracts under Section 301.
5. Register of Directors u/s 303.
6. Books of Accounts under Section 209.
7. Register of Directors Shareholdings Pursuant to Section 307 of Companies Act.
8. Register of investments under Section 372A of the Act.
9. Register of Charges u/s 143.
ANNEXURE-B
Forms and Returns as filed by the Company with the Registrar of Companies, during the
financial year ended on 31st March, 2014 within the stipulated time period without any
delay in filing:
1. Form 66 in respect of Compliance Certificate u/s 383 A vide SRN Q12076568 dated
02-10-2013.
2. Form 23AC and 23ACA in respect of Annual Report containing Directors Report,
Auditors Report, Balance Sheet and Statement of Profit and Loss for the financial year
ended 31s1 March, 2013 vide SRN Q14031405 dtd. 17-10-2013.
3. Forms 20B in respect of Annual Return u/s 159 vide SRN Q23012693 dtd. 12/11/2013.
4. Form 23B notifying acceptance of appointment to the office of Auditor was filed with
ROC Office vide SRN S22812887 dtd. 4-10-2013.
5. Form 5INV-Statement of unclaimed amount pursuant to Rule 3 of IEPF (Uploading of
information regarding unpaid or unclaimed amounts lying with the Companies) Rules 2012
vide SRN S28773778 dtd. 28-12-2013.
6. Form 17 in respect of registration of satisfaction of Charge vide SRN B81478711 dtd.
11-08-2013.
Sd/-
Ramachandra Bhat S.
Company Secretary
FCS No. 4441
CP. No. 5421
Place : Manipal
Date : 25,h June, 2014.
+91-9892691696
