DIRECTORS
Your Directors have pleasure in presenting their Thirty-seventh Annual Report together
with the Audited Financial Statements for the year ended 31st March, 2014.
Financial Results in lacs)
|
2013-14 |
2012-13 |
| Income |
2,257 |
6,124 |
| Profit before tax |
721 |
4,378 |
| Provision for tax |
11 |
2 |
| Profit after tax |
711 |
4,376 |
| Balance brought forward from previous year |
8,377 |
12,492 |
| Amount available for appropriation |
9,088 |
16,868 |
| Transfer to General Reserve |
75 |
475 |
| Transfer to Statutory Reserve |
145 |
875 |
| Transfer to Debenture Redemption Reserve |
- |
3,625 |
| Proposed Equity Dividend - Rs 10 per share (Previous year Rs 80 per share) |
376 |
3,005 |
| Dividend Tax |
64 |
511 |
| Balance carried forward |
8,428 |
8,377 |
Company Performance
Your Company has made strategic, long-term investments in the share capital of some
leading listed companies of the Murugappa Group and derives its income mainly by way of
dividend from these companies. For the year 2013-14, your Companys investments have
earned a dividend income of Rs 2,223 lakhs (previous year Rs 6,121 lakhs).
Registration as Core Investment Company with Reserve Bans of India
Your Directors have pleasure in informing that the Company has obtained Certificate of
Registration as Non-Deposit Accepting & Systemically Important Core Investment Company
(CIC-ND-SI) under Section 45-IA of the Reserve Bank of India Act, 1934. The Company
neither hold nor accepts deposits from public.
CRISIL has reaffirmed the CRISIL AA/Stable rating to the Companys debt programme.
The rating indicates high degree of safety regarding timely servicing of financial
obligations.
Reserves
A sum of Rs 145 lakhs is being transferred to the Statutory Reserve and a sum of Rs 75
lakhs is being transferred to the General Reserve.
Dividend
The Board of Directors is pleased to recommend a dividend of Rs 10 per equity share of
Rs 10 each for the financial year 2013-14.
Directors
Mr. Sridhar Ganesh resigned from the Board with effect from 16th November, 2013. The
Board places on record its appreciation of the services rendered by Mr. Sridhar Ganesh
during his tenure as Director of the Company.
Mr. Ramesh K B Menon was appointed as Additional Director with effect from 16th
November, 2013. He holds office up to the date of the ensuing Annual General Meeting. The
Board recommends his appointment as Director liable to determination by retirement by
rotation.
Mr. A Vellayan, Director will retire by rotation at the ensuing Annual General Meeting
and is eligible for re-appointment.
Auditors
Pursuant to Section 139 of the Companies Act, 2013 Messrs. Deloitte Haskins &
Sells, Chartered Accountants and Statutory Auditors of the Company are being appointed as
statutory auditors of the Company for a period of 5 years from the conclusion of the 37th
Annual General Meeting till the conclusion of the 42nd Annual General Meeting on a
remuneration of Rs 5 lakhs (including the expenses, if any, as may be incurred by the said
statutory auditors in connection with the Audit of the Company).
Particulars of Employees
There were no employees covered by the provisions of Section 217(2A) of the Companies
Act, 1956 read with Companies (particulars of Employees) Rules, 1975 as amended vide
Notification No.G.S.R. 289(E) dated 31st March, 2011.
Information as per Section 217(1)(e) of the Companies Act, 1956
Your Company has no activity relating to conservation of energy or technology
absorption.
Directors Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors to the best of
their knowledge and belief confirm that:
i. in the preparation of the Profit & Loss Account for the financial year ended
31st March, 2014 and the Balance Sheet as at that date ("financial statements")
applicable accounting standards have been followed.
ii. appropriate accounting policies have been selected and applied consistently and
such judgments and estimates that are reasonable and prudent have been made so as to give
a true and fair view of the state of affairs of the Company as at the end of the financial
year and of the profit of the Company for that period;
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 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv. The financial statements have been prepared on a going concern basis.
v. The financial statements have been audited by Messrs. Deloitte Haskins & Sells,
Statutory Auditors and their report is appended hereto.
Secretarial Compliance Certificate
Secretarial Compliance Certificate for the financial year ended 31st March, 2014
pursuant to Section 383A of the Companies Act, 1956, read with the Companies (Compliance
Certificate) Rules, 2001, issued by CS R Sridharan of M/s R Sridharan & Associates,
Company Secretary, is attached hereto.
Acknowledgement
The Board of Directors acknowledges the continued co-operation and support from Bankers
and shareholders to the Companys performance and growth.
|
On behalf of the Board |
| Chennai |
A Vellayan |
| 5th May, 2014 |
Chairman |
COMPLIANCE CERTIFICATE
Company Name : MURUGAPPA HOLDINGS LIMITED
Corporate Identification No.: U65993TN1977PLC070246
Authorised Capital: Rs 57,00,00,000/-
Paid-up Capital : Rs 3,75,68,160/-
To,
The Members
Messrs. MURUGAPPA HOLDINGS LIMITED
Parry House,
5th Floor,
No. 43, Moore Street,
Chennai - 600 001
We have examined the registers, records, books and papers of MESSRS. MURUGAPPA HOLDINGS
LIMITED ("the Company") as required to be maintained under the Companies Act,
1956, (the Act), Companies Act, 2013 to the extent applicable and the rules made there
under and also the provisions contained in the Memorandum and Articles of Association of
the Company for the financial year ended 31st March, 2014. In our opinion and to the best
of our information and according to the examinations carried out by us and explanations
furnished to us by the Company, its officers and agents, we 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 Act and the rules made there under and all
entries therein have been duly recorded.
2. The Company has filed the forms and returns as stated in ANNEXURE B to this
certificate, with the Registrar of Companies, Regional Director, Central Government,
Company Law Board or other authorities prescribed under the act and rules made there
under.
3. The Company is a Public limited Company and has the minimum prescribed paid up
capital.
4. The Board of Directors duly met FOUR (4) times on 27th April, 2013, 3rd August,
2013, 16th November, 2013 and 22nd February, 2014 in respect of which meetings proper
notices were given and proceedings were properly recorded and signed including the
circular resolution dated 7th January, 2014 in the Minutes Book maintained for the
purpose.
5. The Company closed its Register of Members from 22nd July, 2013 to 3rd August, 2013
(both days inclusive) and necessary compliance of Section 154 of the Act has been made.
6. The Thirty Sixth Annual General Meeting for the financial year ended 31st March,
2013 was held on 3rd August, 2013 after giving due notice to the members of the Company
and the resolutions passed thereat were duly recorded in the Minutes Book maintained for
the purpose.
7. One Extra Ordinary General Meeting was held during the financial year after giving
due notice to the members of the Company and the resolutions passed thereat were duly
recorded in the Minutes Book maintained for the purpose.
8. The Company has not advanced any loans or given guarantees or provided any
securities to its directors or persons or firms or Companies referred under Section 295 of
the Act and Section 185 of the Companies Act, 2013.
9. The Company has not entered into any contract falling within the purview of Section
297 of the Act.
10. During the financial year, the company has not entered into any contracts falling
within the purview of Section 297 and 299 of the Act. However, the transactions entered
into with the companies listed in the register maintained under Section 301(3) of the Act
have been entered in the register maintained under Section 301 of the Act.
11. As per the information and explanation given to us, there were no instances falling
within the purview of Section 314 of the Act, hence obtaining approvals from the Board of
Directors, Members or Central Government does not arise.
12. The Company has not issued any duplicate share certificates during the financial
year. However, the Company has issued new share certificates in lieu of split share
certificates.
13. The Company:
(i) has delivered all certificates on lodgment thereof for transfer of securities in
accordance with the provisions of the Act during the financial year.
(ii) has not effected any allotment/transmission of securities during the financial
year.
(iii) has deposited the amount of dividend declared at the Thirty Sixth Annual General
meeting held on 3rd August, 2013 in a separate bank account which is within Five days from
the date of declaration of such Dividend.
(iv) has posted warrants for Dividends declared at the 36th Annual General Meeting held
on 3rd August, 2013 to all the members within a period of 30 days.
(v) has transferred unclaimed/unpaid dividend for the financial year ended 31 st March,
2013 declared at the Thirty Sixth Annual General Meeting held on 3rd August, 2013 to
Unpaid Dividend Account of the Company maintained with HDFC Bank Ltd. and seven years has
not expired for transfer of the same to Investor Education and Protection Fund.
(vi) has not issued any shares and also not accepted any deposits and hence the
question of transfer of application money due for refund, matured deposits and the
interest accrued thereon which have remained unclaimed or unpaid for a period of seven
years to Investor Education and Protection Fund does not arise.
(vii) has complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. Mr.Sridhar Ganesh had
resigned as Director and Mr. Ramesh K B Menon was appointed as additional director at the
board meeting held on 16th November, 2013. There was no appointment of alternate directors
and directors to fill casual vacancy during the financial year.
15. The Company has not appointed any Managing Director/Whole-time Director/Manager
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 approvals of the Central Government,
Company Law Board, Regional Director and I or such authorities prescribed under
various provisions of the Act during the period under review.
18. The directors have disclosed their interest in other firms I companies to
the Board of Directors pursuant to the provisions of the Act and the rules made there
under.
19. The Company has not issued any shares/debentures or any other securities during the
financial year.
20. The Company has not bought back any shares during the financial year and hence the
question of complying with the buy back provisions does not arise.
21. a) The Company has no preference share capital and hence the question of redemption
of preference shares during the financial year does not arise.
b) There was no redemption of debentures during the financial 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
during the financial year.
23. The Company has not invited I accepted any deposits including any unsecured
loans falling within the purview of Section 58A during the financial year.
24. The Company has not made any borrowings during the financial year.
25. The Company has not made any loans, investments or given guarantees or provided
securities to other bodies corporate and consequently no entries have been made in the
register kept for the purpose.
26. The Company has not altered the provisions of the Memorandum of Association with
respect to situation of the Companys Registered Office from one State to another during
the financial year.
27. The Company has altered the provisions of the Memorandum of Association with
respect to the objects of the Company during the financial year.
28. The Company has not altered the provisions of the Memorandum of Association with
respect to change in name of the company.
29. The Company has not altered the provisions of the Memorandum of Association with
respect to share capital of the Company during the financial year.
30. The Company has not altered its Articles of Association during the financial year.
31. There was no prosecution initiated against or show cause notices received by the
Company and no fines or penalties or any other punishment was imposed on 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. As per the information and explanations furnished to us, the Company has not
constituted a separate provident fund trust for its employees or class of its employees as
contemplated under Section 418 of the Act.
|
For R Sridharan & Associates |
|
Company Secretaries |
|
R. Sridharan |
| Place : Chennai |
C P No.: 3239 |
| Date : 21st April, 2014 |
FCS No.: 4775 |
+91-9892691696
