COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE:
The Company has been following sound Corporate Governance practices right from its inception. The Company has all along believed in fair business and corporate practices with all its stakeholders. The Board of Directors has always had adequate competent independent Directors. For effective discharge of its functions and proper deliberations, the Board has constituted committees from time to time. Adequate disclosure and information are provided to the Board as well as its Committees. Active participation of the independent Directors at the Board and Committee Meetings has always been the norm.
The Securities and Exchange Board of India has introduced a code of Corporate Governance for implementation by all the listed companies vide an amendment to the Listing Agreement. As per this requirement, the compliance of this code is required to be disclosed in the Directors' Report. Given below is the report of Directors on the practices prevalent on Corporate Governance in the Company.
Remuneration of Directors:
a) Remuneration to non-executive Directors:
The Company has not paid any remuneration to non-executive Directors.
The Company has not paid sitting fees to the Directors for attending Board/Committee meetings during the year.
b) Remuneration to Managing Director:
The Managing Director has not drawn any remuneration and perquisites during the financial year 2014-2015.
3. AUDIT COMMITTEE:
i) The Audit Committee comprised Sri T. Narayan M. Pai, Managing Director, Sri Raghavendra Nayak, Sri Chandappa R. Sherigar non-executive members of the Board.
The role and terms of reference of the Audit Committee cover the areas mentioned under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, besides other terms referred to by the Board of Directors from time to time.
ii) Total No. of Audit Committee Meetings held during the year:
During the year four meetings of Audit Committee were held on 30.05.2014, 14.08.2014, 14.11.2014 and 14.02.2015. The Company has not appointed Company Secretary during the year.
4. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee comprising the three members of the Board attends to redressal of Shareholders grievance/complaint on matters relating to transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividend warrants etc. During the year there were no complaints pending for redressal by the Company.
5. OTHER COMMITTEES OF DIRECTORS:
In addition to the above referred mandatory Committees of Directors under the Corporate Governance code, the Board of Directors have constituted the following more Committees of Directors to look into various business matters:
There were no transactions of material nature with the Directors or the Management or their relatives during the year. There were no instances of non-compliance on any matter related to the capital markets during the last three years.
8. MEANS OF COMMUNICATION:
Quarterly / Half Yearly financial results are sent to the Stock Exchange, Mumbai where the shares of the Company are listed. The Company is not having its own web-site.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Company is engaged in the business of Hire Purchase and Lease finance and has completed 32 years of operation in this field. During the year 2014-2015, the Company has earned a net profit of Rs. 13.75 Lakhs as against the net profit of Rs. 22.08 Lakhs in the previous year 2013-2014.
Hire Purchase and Lease finance business is facing severe competition and margins are under great pressure. In the aftermath of stringent Prudential Norms promulgated by the RBI, the NBFCs all across the country suffered a severe set back. Their borrowing capacity is drastically curtailed. With no avenues for further growth, together with ever increasing defaulters in the list of corporate clients, triggered the downfall in the performance of the NBFCs. The situation that has arisen in your Company is in no way different. In spite of these hurdles, the Company has tried its best to salvage the situation by reducing its operational cost on all fronts.
The Company is putting in serious efforts to recover NPA accounts. Criminal complaints under Section 138 of Negotiable Instrument Act are also lodged simultaneously against such defaulters whose cheques were dishonoured. The Company is making good progress on the Recovery Front.
The Company has appointed M/s N. P. Pai and Co., Chartered Accountants, Udupi (Firm Reg. No. 115271W) as its internal Auditor.
The discussion on financial performance of the Company is covered in the Director's Report. There has been no material development on the human resource front during the year. The number of employees employed as on 31s1 March, 2015 was 3.
During the year ending 31" March, 2005 the Scheme of Compromise and Arrangement under Section 391 of the Companies Act,1956 to effect the restructure of Company's debts particularly Debentures and subordinated debts of the Company was framed and presented before the Honorable High Court of Karnataka. Accordingly, the meeting of the Shareholders, Debenture Holders and Subordinated Debt holders were held on 20lh April, 2005. The scheme as proposed had provided for payment of principal in a phased manner over 60 months from effective date and payment of interest accrued till 30,h June, 2002 within 72 < months from the effective date. The Scheme as proposed do not provide for accrual of interest after 30,h June, 2002. (For the above purpose the effective date means the date on which the Order of High Court of Karnataka sanctioning the Scheme of Arrangement is filed with the Registrar of Companies in Karnataka.)
On 10lh July, 2009, Honorable High Court of Karnataka has directed the Company to submit the details of payments made to Non-Convertible Debenture holders and subordinated debt holders from 1st April, 2005. Accordingly the details were furnished to Honorable Court. It was submitted before the Honorable Court that the Company has settled substantial portion of Non-Convertible Debentures and Subordinated Debts and it was therefore felt that the scheme requires to be changed having regard to the settlements already made and quantum of non-convertible debentures and subordinated debts remaining to be settled. Therefore the Company had proposed to withdraw the scheme of arrangement from the Honorable High Court of Karnataka, with an option to present a new scheme of arrangement. The Honorable High Court of Karnataka has permitted the Company to withdraw the petition, with liberty to file a fresh petition, vide its order dated 28,h October, 2009. Accordingly, the Company is exploring the possibility of proposing a fresh petition to be filed before the Honorable High Court of Karnataka.
10. GENERAL SHAREHOLDERS INFORMATION:
10.1 Annual General Meeting:
Day, Date and Time : Tuesday, 29lh September, 2015 at 4.30 p.m. at Manipal.
Venue Regd. Office: "Manipal House", Manipal - 576 104
10.2 Dematerialisation of Shares: ISIN No. INE798E01013 (CDSL)
Security Code: 7938 (BSE)
As on 31.03.2015, 98,996 Equity Shares forming 1.18% of share capital of the Company stands dematerialised.
10.3 Financial Calendar:
The Company follows April-March as its financial year. The un-audited financial results for the first three quarters beginning from June (April to June) is declared in the subsequent months with some delay. The Audited results for the fourth quarter has been declared in time, as permitted under the listing agreement.
The Company's financial year is divided into 4 quarters, viz.
FIRST quarter : 151 April to 30,h June
SECOND quarter : 1s' July to 30,h September
THIRD quarter : 1s! October to 31!l December
FOURTH quarter : 1st January to 31st March
10.4 Registered Office:
"Manipal House", Manipal (Udupi) Karnataka - 576 104.
10.5 Registrar and Share Transfer Agents for Physical and Demat Shares:
Cameo Corporate Services Ltd., 5,h Floor, Subramanyan Building No.1, Club House Road, Chennai-600 002. Phone No. (044) 2846039
10.6 Date of Book Closure:
The share transfer books would remain closed during the period from 26,h September, 2015 to 29lh September, 2015 (both days inclusive).
10.7 Listing of Shares & Other Securities:
At present, the Company's shares are listed at The Stock Exchange, Mumbai. The listing fees for the year 2014-2015 has been paid. The Company has not declared dividend during the year.
10.8 Stock Market Price Data for the Year 2014-2015:
There were no trading in the Companies shares during the financial year 2014-2015.
10.9 Address for Shareholders' Correspondence:
The Share Department Manipal Finance Corporation Ltd. Regd. Office . "Manipal House" MANIPAL-576 104