Maha Rashtra Apex Corporation Ltd

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, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

The financial summary for the year ended 31stMarch, 2024 along with the corresponding figures for the previous year are as under

(Amounts in Rupees)

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

During the year under review, the business operations of Company generated revenue of Rs.862.05 lacs inclusive of interest remission of Rs. 22.76 lacs and profit on sale of property 116.10 lacs. The net profit before tax is Rs.682.04. lacs as compared to net profit of Rs.416.90 lacs for the previous year. Profit for the year after tax Rs.769.35 lacs compared to profit of Rs.526.07 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 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:

The profit after tax of Rs.769.35 lacs has been transferred to the reserves for the year ended on 31st March, 2024.

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 Hon'ble High Court of Karnataka, the Company has on its part has cleared four instalments in full and paying the 5th instalment. 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 Principal plus interest dues was Rs.1990.69 lacs as on 31st March, 2023 and Rs. 1827.00 lacs as on 31st March, 2024.

During the year the Company has deposited Rs.13,95,74,920/- with High Court of Karnataka, towards outstanding Principal plus accrued interest dues to the public upto 31st March 2002, by sale of quoted shares, mutual funds, immovable property and debt recoveries.

Group Companies held bonds & deposits worth Rs.437 lakhs which is pending.

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:

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the year under review are as under:

Appointment/Re-appointment

Mr Madhusudan Kudlugi Raghavendrarao (DIN-07636397) was appointed as a Non-executive non-independent director of the Company with effect from 30th May 2023 on the recommendation of the Nomination and Remuneration Committee and the Board of Directors. The members of the Company approved the said appointment by way of ordinary resolution passed on 29 August 2023 through postal ballot conducted by remote e-voting process.

Cessation

Mr. Manjunath Manohar Singh (DIN: 01111861), Non-executive non-independent director of the Company resigned due to personal reasons, with effect from close of business hours on 29th May 2023.

Mr Madhusudan Kudlugi Raghavendrarao (DIN-07636397), Non-executive non-independent director of the Company resigned due to pre-occupation with other engagements, with effect from close of business hours on 20th March 2024.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the outgoing directors during their tenure on the Board.

Retirement by Rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr Yazdin Jimmy Mistry (holding DIN: 07897995), director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, have offered himself for re-appointment. The Board recommends his re-appointment.

Brief details of Mr. Yazdin Jimmy Mistry is given in the Notice of ensuing AGM.

Detailed information on the directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

Present Board Consist of below mentioned Directors.

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:

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

The Audit Committee comprised of the following members:

b) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprised of the following members

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprised of the following members:

9. Remuneration to Directors and other employees:

The Board is comprised of Managing Director, 2 non-executive directors and 2 independent directors. Only Managing Director is paid remuneration and non-executive directors and independent directors are not paid any remuneration.

A) Ratio of remuneration of director to the median remuneration of the employees:

B) No Percentage of increase in remuneration has been made to Managing Director of your company. C) Percentage increase in median remuneration of the employees for the year ended March 2024:5.04% 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.

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.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company has Subsidiary and Associate Companies. Details are given below:

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.

12. 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 31.03.2024, six Board Meetings were held. These meetings were held on 2nd May, 2023, 30th May, 2023, 10th August, 2023, 9th November, 2023, 8th February 2024 and 21st March, 2024.The attendance of the directors is provided in the Corporate Governance Report enclosed to this.

a) Audit Committee Meeting:

During the financial year ended 31.03.2024, four Audit Committee Meetings were held. These meetings were held on 29th May, 2023, 9th August, 2023, 8th November, 2023 and 7th February, 2024.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 31.03.2024, one Nomination and Remuneration Committee Meeting was held on 29th May, 2023 and 24th July, 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 31.03.2024, 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.

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 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:

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

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 2023-24, 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 31.03.2024 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 are applicable to the Company for the financial year 2023-24. 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 immediately preceding financial year shall constitute a Corporate Social Responsibility (CSR) Committee of the Board. As per our Audited Balance Sheet for the year ended 31st March, 2024 your Company's net profit crosses Rs.5 Crores and Company coming under the purview of Section 135 of the Act.

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 2023-24, 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 arm's 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 company's 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, 2024 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 Board's report

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 2023-24, 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 2023-24 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 2023-24 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 Kanara Consumer Products Limited, and Manipal Springs 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.