| Dear Members,
The Directors present their 43rd ANNUAL REPORT and Audited Statement of
Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS (Rs. in '000s)
31-March 31-March
2014 2013
Income from Operations 5,20,59 3,16,27
Other Income 1,02,08 2,27,33
Write back of provisions 74,67 32,15
Total Income 6,97,34 5,75,75
Less: Operating Expenses 4,36,38 3,12,04
2,60,96 2,63,71
Less: Interest 49,76 48,14
Profit/(Loss) before
Depreciation 2,11,20 2,15,57
Less: Depreciation 6,21 7,05
Profit/(Loss) after
Depreciation before Tax 2,04,99 2,08,52
Less: Provision for Income
Tax/(write back) 4,70 (1,26,00)
Profit/(Loss) after Tax 2,00,29 3,34,52
Add : (Loss) brought forward (9,67,23) (13,01,75)
(Loss) carried forward (7,66,94) (9,67,23)
REVIEW OF OPERATIONS
During the year under review the Company has earned income of Rs.6.97
Crores (Rs.5.76 Crores in the corresponding period of the previous
year) from recovery of overdues from HP/Lease/Bills Discounting/Loan
Parties, Commission from insurance related activities, service charges
earned from telephone bill recovery services, dividend and interest.
The operating expense incurred during the reporting period was Rs.4.36
Crores as against Rs.3.12 Crores in the previous year. The accumulated
losses which was at Rs.9.67 Crores as on 31st March, 2013 has been
reduced to Rs.7.67 Crores on 31st March, 2014.
The net worth of the Company as on 31st March, 2014 went up to Rs.7.13
Crores (Rs.4.93 Crores in the corresponding period of previous year).
DIVIDEND
Since the Company has carried forward losses in the current year, the
Directors express their inability to declare Dividend.
SCHEME OF ARRANGEMENT
The details of unclaimed public liabilities with the Company as per the
Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka
have been covered in the Corporate Governance Report. However, the
total liability unpaid as on 31st March, 2014 was Rs.2.90 Crores which
does not include cheques issued to the investors but not presented
amounting Rs.2.98 Crores.
FUTURE BUSINESS PLANS
As reported in the earlier years, the company stopped NBFC business as
per the undertaking given to H'ble High Court of Karnataka while
considering the company's application for scheme of arrangement. Since
then company was focusing its activities on recovery of overdues. Since
the company's net owned funds has become positive and meets the minimum
required NOF stipulated for Non-Banking Finance Business, it is
proposed to apply to Reserve Bank of India for registering the company
as a Non-Deposit taking NBFC for pursuing business of Hire
Purchase/Lease Finance or Investment Banking.
FEE BASED ACTIVITIES
In order to generate some income to partly meet the establishment
expenses, your Company is engaged as Corporate Agent for Life and
General Insurance Companies, and also acting as address verifcation
agents for Fullerton India Credit Company Limited and TATA Teleservices
Limited at Coimbatore. Besides, your company has taken up
distributorship of MTS mobile phones and accessories of Sistema Shyam
Teleservices Ltd., at Coimbatore and Salem areas in Tamil Nadu. The
company is also focusing on collecting overdues from HP/Lease/
Loans/Bills discounted parties.
SUBSIDIARY COMPANIES
As required under Section 129(3) of the Companies Act, 2013, the
Audited Statement of Accounts along with reports of the Board of
Directors and Auditors of your Company's subsidiaries, namely, Manipal
Hotels Ltd., and Manipal Properties Ltd., are annexed.
DIRECTORS
Mr. H. N. S. Rao retires by rotation in the ensuing Annual General
Meeting and being eligible, offer himself for reappointment.
Provisions of Section 149(10) of the Companies Act, 2013 which was
notifed effective from 1st April, 2014 required that the Independent
Directors of the Company shall hold office for a period of 5 years and
shall not be liable to retire by rotation. In compliance with the new
Companies Act, 2013, your directors propose to appoint Shri Bharath K.
Nayak, K. M. Udupa, A. Giridhar Pai and U. Harish P. Shenoy as
Independent Directors of the Company, not liable to retire by rotation
and to hold the office for 5 (five) consecutive years for a term upto the
conclusion of the 48th Annual General Meeting of the Company in the
calendar year 2019. Their consents for the purpose have been obtained
by the company.
The Background of the Directors proposed for appointment is furnished
under the Notes Forming Part of the Notice convening the 43rd Annual
General Meeting.
COMMITTEES OF DIRECTORS
Pursuant to provision of Section 177(3) of the Companies Act, 2013, the
Audit Committee of the Board of Directors has been reconstituted with
terms of reference pursuant to various provisions of the Companies Act,
2013 and the amended listing agreement with the Stock Exchanges.
Pursuant to provision of Section 178(5) of the said Act, the
Shareholders Grievances Committee of the Board of Directors, has been
reconstituted and named as "Stakeholders Relationship Committee" with
terms of reference pursuant to various provisions of the Companies Act,
2013.
Corporate Social Responsibility Committee pursuant to provision of
Section 135(1) of the Companies Act, 2013 and Nomination and
Remuneration Committee pursuant to provision of Section 177(3) of the
said Act have not been formed for the time being. Since a) the company
still carrying over the losses and b) none of the Directors are drawing
any remuneration other than sitting fees to the Non-Executive Directors
for attending the Board 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 departure;
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 Profit of the company for
the year ended as on that date;
iii) proper and suffcient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Company's Act and for preventing and detecting fraud and other
irregularities;
iv) the annual accounts have been prepared on a going concern basis.
The ability of the Company to continue as a going concern depends upon
the timely recovery from debtors and future business plan. Management
of the Company is hopeful of recovery of dues from debtors and the
measures taken by the Company will result in controlling the operating
defcits.
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.
AUDITORS
M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, 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.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange,
Corporate Governance Report and Auditor's Certifcate regarding
Compliance of conditions of Governance are made part of this Report.
CONSOLIDATED FINANCIAL STATEMENTS
As required under Clause 32 of the Listing Agreement, Audited
Consolidated Financial Statements of subsidiary companies form part of
this Report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the
services and co-operation extended by our Bankers, Investors and
Members of Staff of the Company, during the year under report. Your
Directors also wish to thank the shareholders for their support.
For and on behalf of the Board of Directors
Sd/-
Place : Manipal (T. Mohandas Pai)
Date : 30-05-2014 Chairman & Whole-time Director
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