Directors Report of Manipal Finance Corporation Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 41^st Annual Report on the business and operations of the Company
and the accounts for the Financial Year ended March 31, 2024.

1. Financial summary or highlights/Performance of the Company

Particulars		(Rs. In ‘000)
	31st March, 2024	31st March, 2023
Income	2145	1989
Expenses	5076	4792
Profit /(Loss) before Exceptional Items and Tax	-2931	-2803
Exceptional Items - Income	1534	905
Profit/(Loss) before Tax	-1397	-1898
Balance of Loss b/f from previous year	-526665	-524767
Net loss carried forward	-527970	-526665

The company has adopted Indian Accounting Standards (IND-AS) notified under section 133 of the Companies Act,
2013 (The Act) read with the Companies (Indian Accounting Standards) Rules, 2015 (Amended from time to time)
from April 1, 2019 and effective date of such transition is April 1, 2018. Such transition has been carried out from
the erstwhile Accounting Standards notified under the Act, read with relevant rules issued there under and guidelines
issued by the Reserve Bank of India (RBI) (collectively referred to as ‘the previous GAAP). The figures have been
presented in accordance with the format prescribed for financial statements for a Non Banking Finance Company
(NBFC) whose financial statements are drawn up in compliance of the Companies (Indian Accounting Standards)
Rules, 2015 in division III of Notification No. GSR 1022 (E) dated October, 11, 2018, issued by the Ministry of
Corporate Affairs, Govt. of India.

2. State of Company’s affair

The present activity of the Company is restricted to recovery of dues and repayment of debts.

3. Dividend:

The Company has not declared any Dividend on equity shares, due to insufficient profit.

4. Reserves:

During the year, the Company has not transferred any amount to General Reserve Account.

5. Share Capital:

The paid up Equity Share Capital as on 31^st March, 2024 was Rs.83810 thousand and Preference Share Capital of
Rs.29500 thousand. The Company has not issued shares with differential voting rights. It has neither issued
employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the
shares of the Company.

6. Directors and Key Managerial Personnel:

a. Independent Director :

During the year under review, pursuant to Section 134(3)(d) of the Act declarations were received from all

Independent Directors of the Company confirming that they fulfill the "criteria of independence" specified in Section
149(6) of the Act and Regulation 16(b) of the under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

b. Director retiring by rotation:

Mr. Hiriadka Mohandas (DIN: 06926720) was appointed as an additional Directors on the Board of the
Company at its meeting held on 30.03.2024 liable to retire by rotation. The Company has received notice from a
member together with requisite deposit under the Companies Act, 2013 proposing his candidature for the office of
the Director at the ensuing Annual General Meeting.

During the period under report, Mr. Srikara Mallya, [DIN: 08409522], Director has resigned to the
Directorship of the Company.

The Board wishes to place on record its sincere appreciation of his valuable advice and services rendered by
Mr. Srikara Mallya to the Company during his term of office as Directors of the Company.

Mr. Basthi Ashok Pai (DIN: 08136975) was reappointed as Independent Director for a further period of 5 years
from 25.12.2024 subject to approval of the members in the ensuing AGM.

c. Key Managerial Personnel:

During the year under report, Mr. Srikara Mallya was appointed as Chief Financial Officer (CFO) of the Company in
terms of Section 203 of the Companies Act, 2013 in place of Sri T Sanjay Pai, Chief Financial Officer, who has
resigned from the post w.e.f. 30.03.2024.

In accordance with the provisions of Section 203 of the Act the following are the Key Managerial Personnel
of the Company

Sr no. Name Designation

1. Mr. T Narayan M Pai Managing Director

2. Mr. Srikara Mallya Chief Financial Officer

3. Mr. Hari Shankar Shukla Company Secretary

7. Particulars of Employees:

During the year under review, the Company had no employees whose remuneration exceeded the limit prescribed
under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto.

Particulars of top ten employees of the Company in terms of remuneration drawn during the year 2023-2024
presented as an annexure to the Board Report during the Board Meeting is preserved separately and the same will be
made available to any shareholders on request made to the company in writing.

8. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, five Board Meetings
and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.

a. Board of Directors, Meetings of the Board/Committees/Annual General Meetings.

The Board comprised of four Directors, of which one is executive and three non-executives including a woman director.

The non-executive Directors are eminent personalities with experience in Management and Finance. The Board oversees as to how
the management serves and protects the long-term interest of all the stakeholders.

i) Number of Board Meeting and Attendance of Directors:

The Board met five times during financial year 2023-2024. The details are as follows:

Date of Meeting	Board Strength	No. of Directors present
30.05.2023	4	4
14.08.2023	4	3
13.11.2023	4	4
13.02.2024	4	4
30.03.2024	4	4

The last AGM was held on 29^th September, 2023 and 3 out of 4 Directors are attended the AGM.

ii) The Composition of Board of Directors, their directorships in other companies and memberships in committees and the
details of their attendance at the Board Meetings are given below:

Sl No.	Name of the Directors	Category of Directorships	No.of Meetings attended	Attendance at last AGM	No. of other directorship	No.of Board committees in which Chairman(C) Member(M)
1	Sri T Narayan M Pai	Promoter Executive	5	Yes	Nil	3(C)
2.	Sri Basthi Ashok Pai	Non-Executive Independent	5	Yes	Nil	2(M)
3.	Smt Vinoda C Sherigar	Non-Executive Independent	4	No	Nil	2(M)
4	* Sri Srikara Mallya	Non-Executive	4	Yes	Nil	2(M)
5	Sri Hiriadka Mohandas	Non-Executive	1	No	Nil	2(M)

* Resigned w.e.f. 30.03.2024

b. Audit Committee:

The Audit Committee comprised of the following members of the Board:

Sri T Narayan M Pai, Managing Director
Sri Basthi Ashok Pai, Member
Smt Vinoda C Sherigar, Member
Sri Hiriadka Mohandas, Member

The role and terms of reference of Audit Committee cover the areas mentioned under Regulation 72 of the SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015 and Section 179 of the Companies Act, 2013, besides other terms
referred to by the Board of Directors from time to time. During the year, the Committee met on 30.05.2023, 14.08.2023,
13.11.2023 and 13.02.2024. Sri T Narayan M Pai, Managing Director is the Compliance Officer.

Attendance of the Directors at the Audit Committee Meeting:

Meeting held on	No. of Members present
30.05.2023	4
14.08.2023	4
13.11.2023	4
13.02.2024	4

c. Nomination and Remuneration Committee:

This Committee will attend to the function relating to review of remuneration policy, changes to be effected in the policy from
time to time and other aspects of remuneration to the Directors and Key Managerial Personnel from time to time.

Sri T Narayan M Pai, Managing Director is the only whole-time Director of the Company and he does not draw any remuneration.

i) Whole-Time Director: Nil

ii) Non-Executive Independent Directors: Smt. Vinoda C Sherigar, Non-Executive Independent Director is paid remuneration by
way of sitting fees for attending Board Meetings.

iii) Key Managerial Personnel: details of remuneration paid to Chief Financial Officer of the Company has been furnished in the
Annual Return (Form MGT-9).

d. Stakeholders Relationship Committee :

The Committee approves transfer, transmission, issue of duplicate Share, Debenture Certificates and Sub - Ordinated Debts,
review and redress shareholders grievances/complaints on matters relating to transfer of shares, debentures, sub-ordinated debts,
non-receipt of Balance Sheet etc.

Mr. T Narayan M Pai, Managing Director is the Compliance Officer.

Number of Shareholders Complaints received : Nil

Number of Shareholders Complaints settled : Nil

Number not solved to the satisfaction of the shareholders : Nil

Number of pending Share transfers : Nil

e. Annual General Meetings:

The last three Annual General Meetings were held in Regd. Office: “Manipal House”,- Manipal 576 104.

AGM No.	Date	Time	Special Resolution required
38	30/09/2021	3.00 p.m.	Yes
39	21/09/2022	3.00 p.m.	Yes
40	29/09/2023	11.00 a.m.	Yes

All the resolutions as set out in the respective notices were passed by the shareholders.

9. Board Evaluation:

Pursuant to provisions of SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of the working of its Committees. The
Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key
responsibilities, Board structure and composition, establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects
such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside
Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including
setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and
providing guidance to the Managing Director. Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director
being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by
the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors

10. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, does not
apply to your Company, as your Company’s equity share Capital and net worth is below the threshold limit
prescribed under the said Regulation. Hence, the Report on Corporate Governance is not provided. Part C ,
D & E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are not
applicable since the company was having paid up equity share capital not exceeding rupees ten crores and
net worth not exceeding rupees twenty five crores, as on the last day of the previous financial year.

Part F Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 -
Disclosures with respect to demat suspense account/ unclaimed suspense Account - there are no shares
outstanding in demat suspense account or unclaimed suspense account.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Review of Operations:

The Company is engaged in the business of Hire Purchase and Lease finance and has completed 41 years
of operation in this field. During the year 2023-2024, the Company has earned a net loss of Rs.1397
thousands as against the net loss of Rs.1898 thousands in the previous year 2022-2023.

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 setback. 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 & Co. Chartered Accountants, Udupi (Firm Regn 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 31^st March 2024 was 2.

The Company has already transferred amounts of unclaimed Debentures, unclaimed subordinated debts
and deposits with interest up to maturity to the Investor Education and Protection Fund.

12. CERTIFICATE UNDER REGULATION 34 OF SEBI (LODR) REGULATIONS, 2015

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015] a certificate received from a Company
Secretary in practice is enclosed as Annexure- III.

None of the Directors of the Company, who may be a Managing or Whole-time Director of the Company’s, have
received any remuneration, including commission from the Company during the year.

None of the Directors of the Company have received any remuneration or commission from any Holding Company
or Subsidiary Company, service contracts, notice period, severance fees, fixed component and performance linked
incentives etc.

14. Details of Subsidiary/Joint Ventures/Associate Companies
The Company does not have any Subsidiary/Joint Ventures/Associate Companies

15. Auditors:

Pursuant to the provisions of the Companies Act, 2013, the Company at its 39^th AGM held on 21^st September,
2022 had appointed M/s Sriramulu Naidu & Co., Chartered Accountants, Mangalore (Firm Registration
No.008975S) as the Statutory Auditors of the Company for period of five years till the conclusion of the
44^th annual general meeting to be held in the year 2027.

a. In respect of the Qualification / Observation made by the Auditors vide “Basis for Qualified Opinion” ,
“Emphasis of the Matter”, and “other matters” Para 3, 4(e), 4(f), 4(g), 4 (j) (i) and 4(j)(iii) of the “Report on
other Legal and Regulatory Requirements” of “Report on Financial Statements” and Clause Nos.(i), (v), (xvi)
and (xix) of Annexure “A” to the Auditors Report and Qualification given under Basis for Issues of
Qualified Opinion under Annexure “B” for the Auditors Report and the qualifications given in report in
relation to matters specified in Para 3 (A) and (B) as per master direction DNBS.PPD.03/66.15.001/2016-17
issued by RBI dated 29^th September, 2016, the clarifications given vide Note Nos.14.01, 18.01, 28.01, 28.08,
28.11, 28.14, 28.15 28.16, 28.23, 28.26, 28.27 and 28.28 and Significant Accounting Policies, Key
Accounting Estimates and Judgments I, II (m) to the financial statement are self explanatory.

Secretarial Audit Report:

In terms of Section 204 of the Act and Rules made there under, Sri S Ramachandra Bhat, Practicing Company
Secretary (Membership No.04441, C P No.5421) from Bangalore has been appointed as Secretarial Auditor
of the Company. The report of the Secretarial Auditor is enclosed as Annexure II to this report. As per Section
134 (3f) of the Companies Act 2013 Company is required to make comments on the adverse remarks /
comments on the Secretarial Auditor’s Report.

As per the Secretarial Auditor’s Report placed before the Board, the Secretarial Auditor have opined that the
company is a defaulter for non-payment of deposits/Debts accepted from the public as per the terms of
approval in compliance of the provisions of section 58A of the erstwhile Companies Act 1956 and the
Companies (Acceptance of Deposits) Rules 1975.

The company has fully settled unclaimed debentures, subordinated debts and deposits except for disputed at
appropriate legal forums. The unclaimed amounts pertaining debentures, subordinated debts and deposits with
interest up to maturity have been transferred to IEPF on 29^th March, 2022.

Your Directors reiterate that the company during the year 2021-22 has transferred unclaimed Debts/Deposits
and Debentures including Interest thereon amounting to Rs.2,55,25,779.00 to the INVESTOR EDUCATION
AND PROTECTION FUND of the Central Government pursuant to the provisions of Section 125(2) of the
companies Act 2013 during the year under report.

Further, as observed from the records, the company has fully repaid all its old dues payable towards
Debts/Deposits and Debentures as at 31.03.2024.

The Company has established and maintained adequate internal controls over the financial reporting. Internal
controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and
preparation of financial statements in accordance with accounting principles generally accepted in India. The
Company has internal control system commensurate with the size and nature of the business. The Company
engages M/s. N P Pai & Co., Chartered Accountants, Udupi ,(Firm Registration No.115271W / Membership
No.039351) as its Internal Auditor. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment. Their scope of work includes
review of processes for safeguarding the assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed and acted upon and suitable corrective actions taken as per
the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

16. Vigil Mechanism :

The Company has adopted a formal mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy.

17. Details of Fraud Report by Auditors:

As per auditors'' report, no fraud u/s 143(12) reported by the auditor.

18. Risk management policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and in pursuant
to provisions of SEBI (LODR) Regulations, 2015. It establishes various levels of accountability and overview within
the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas
of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and
Unit addresses opportunities and risks through a comprehensive approach aligned to the Company’s objectives. The
Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk
assessment and management procedures and status. Sustainability is embedded in the Corporate Enterprise Risk
Management programme, which gives an opportunity to increase the effectiveness of risk management practices and
for improving business efficiency. The Company’s social and environmental policies correlate strongly with the risk
management strategy and ultimately the financial performance. This risk management process, which is facilitated
by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen
strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The
major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered
as part of the annual risk based audit plan.

19 EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, an copy of annual return in MGT-7 is available on the Company’s website
www.mfgroupco.com (link: www.mfgroupco.com/Financials/Annual Return 2021). As per provisions of Section
134(3)(a) of the Companies Act, 2013 the Annual return for financial year 2023-24 is placed on website of the
company i.e. www.mfgroupco.com.

20. Material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the
date of the report and changes in nature of business, if any:

There are no such material changes to be reported in this regard and there are no change in nature of business.

21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future:

Your Directors wish to state that there have been no significant or material orders that were passed by the
Regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in
future.

22. Particulars of loans, guarantees or investments under Section 186:

Details of Loans: Not applicable to NBF Companies since same are given in the ordinary course of business. Further,
no loans are given to any party.

Details of Guarantee / Security Provided: : Not applicable to NBF Companies. However no such guarantee or
security provided.

Investments made are of the nature quoted /unquoted equity shares. Particulars of such investments are provided in
the financial statements vide note No.5.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The Company did not have any activity in relation to conservation of energy or technology absorption. The
Company had no foreign exchange earnings or outgoings during the year under report.

24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

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 were observed.

25. Deposits:

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; Nil

(b) remained unpaid at the end of the year; Nil

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if
so, number of such cases and the total amount involved:

(i) at the beginning of the year; Nil

(ii) maximum during the year; Nil

(iii) at the end of the year; Nil

The details of deposits which are not in compliance with the requirements of Chapter V of the Act;

26. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into were on an arm’s length basis, in the ordinary course of
business and were in compliance with the applicable provisions of Companies Act, 2013 (“the Act”). There were
no materially significant Related Party Transactions made by the Company during the year that would have
required shareholders approval under the provisions of the Act. Details of the transactions with related parties are
provided in the Note No.28.09 of accompanying financial statements. Form AOC-2 pursuant to clause (h) of sub¬
section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith
marked as Annexure I.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has not received any complaint of sexual harassment during the financial year 2023-2024.

28. Corporate Social Responsibility (CSR) : Not applicable

29. Human Resources

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number
of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion
of talent internally through job rotation and job enlargement.

30. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, shall state 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 profit and 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; and

(e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating effectively.

(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.

31. Transfer of Amounts to Investor Education and Protection Fund

The Company has during the financial year 2021-22, transferred all the unclaimed Debentures, Subordinated
Debts and Deposits with interest till maturity to Investor Education and Protection Fund.

32 LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to Bombay Stock
Exchange, Mumbai where the Company’s Shares are listed.

33. Secretarial Standards

Secretarial Standards Pursuant to Section 118 of Companies Act, 2013, The Company has complied with all the
provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs.

That is as follows: 1) Secretarial Standards - I for Board Meeting.

2) Secretarial Standards - II for General Meeting.

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of onetime settlement with any Bank or Financial Institution.

36. GENERAL SHAREHOLDER INFORMATION:

Pursuant to General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020, 13th April 2020,5th
May 2020, respectively and GC no. 2/2022 and 3/2022 dated 5th May 2022, issued by the Ministry of
Corporate Affairs (“MCA Circulars”) and Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12^th
May 2020 issued by the Securities and Exchange Board of India (“SEBI Circular”) and in compliance with
the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”), the 41^st AGM of the Company is being conducted physically by strictly following
the necessary advisories issued by the Government in this behalf.

Pursuant to the MCA Circulars and SEBI Circular, in view of the prevailing situation, owing to the
difficulties involved in dispatching of physical copies of the Notice of the 41^st AGM and the Annual Report
for the year 2023-24 including the Audited Financial Statements for year 2023-2024, are being sent only by
email to the Members.

In line with the MCA Circulars and SEBI Circular, the Annual report of the company will be available on
the website of the Company at www.mfgroupco.com and on the website of BSE Limited at
www.bseindia.com. The Company is providing remote E-voting facility to all members to enable them to
cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the
Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The
instructions for remote E-voting are provided in the Notice. Members are requested to read the general
instructions for accessing and participating in the 41^st AGM and voting through electronic means including
remote e-Voting as set out in the Notice of 41^st AGM

The Company has appointed CS Ramachandra Bhat S, Practicing Company Secretary as the Scrutinizer for
conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner.

37. Acknowledgements

Your Directors wish to place on record their appreciation of the services and co-operation extended by our
Bankers 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/- sd/-

Basthi Ashok Pai T Narayan M Pai

Director Managing Director

(DIN:08136975) (DIN: 00101633)

Place: Manipal
Date: 30.05.2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. Financial summary or highlights/Performance of the Company r ,000)

31st March, 2015 31st March, 2014

Gross Income 2321 2450

Administrative and other Expenses 2480 1853

Net Profit /(Loss) before Depreciation, Lease Equalisation, (159) 597 provision for doubtful debts and bad debts written off

Less: Depreciation 16305 6253

Add: Lease Adjustment (Credit) (14556) (5225)

Less: Provisions & write offs of debts (net) & prior period items (2761) (2602)

Profit/(Loss) before Tax and extraordinary items 853 2171

E 522 367

Profit (Loss) before provision for taxation 1375 2538

Provision for Taxation - 330

Profit/(Loss) after provision for taxation 1375 2208

Add: balance of Loss b/f from previous year 652836 655044

Net Loss carried forward 651461 652836

2. State of Company's affair

During the year ending 31st 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 20th 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 30th June, 2002 within 72 months from the effective date. The Scheme as proposed do not provide for accrual of interest after 30th 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 10th 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 28th October, 2009. Accordingly, the Company is exploring the possibility of proposing a fresh petition to be filed before the Honorable High Court of Karnataka.

At present the Company is concentrating only on recovery of its dues and settling the debts.

3. Dividend

The Company has not declared any Dividend on equity shares, due to insufficient profit.

4. Reserves

During the year the Company has not transferred any amount to General Reserve Account.

5. Share Capital

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 838 Lakhs and preference share captial of Rs. 295 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

6. Directors and Key Managerial Personnel

Mr. Raghavendra Nayak, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mrs. Vinoda Chandappa Sherigar has been appointed as an Women/Independent Director with effect from 29.6.2015 for term of 5 years. Further, Mr. Chandappa R. Sherigar has resigned as Director of the Company w.e.f. 29.6.2015.

During the year under report, Mr. T. Sanjay Pai was appointed as Chief Financial Officer (CFO) of the Company in terms of Section 203 of the Companies Act, 2013. Details of remuneration paid to the Directors and Key Managerial Personnel are given in the Annexure I forming part of the Boards' Report.

7. Particulars of Employees

During the year under review, the Company had no employees whose remuneration exceeded the limit prescribed pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. Board Evaluation

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter-alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

10. Corporate governance

Corporate governance represents a set of systems and practices to ensure that the affairs of the company are managed in a way that ensures accountability, transparency and fairness in all transactions. Your company is fully committed to pursue goals and objectives which are in the best interests of stake holders. The company aims at achieving highest standards of corporate governance. The company has Board Committees for different matters and subjects. These committees also make their contribution to better corporate governance. Also, there is a system of internal audit in the company which is conducted by an independent firm of chartered accountants. The company also reviews the corporate governance practices with references to the practices obtaining in the corporate sector and the regulatory developments. The company has complied with not only statutory requirements but also, voluntarily adhered to a set of strong corporate governance practices.

11. Declaration by an Independent Director(s) and re-appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure III.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

12. Remuneration Policy and Managerial Remuneration:

None of the Directors of the Company, who may be a Managing or Whole-time Director of the Company's, have received any remuneration, including commission from the Company during the year.

None of the Directors of the Company have received any remuneration or commission from any Holding Company or Subsidiary Company, Service contracts, notice period, severance fees, fixed component and performance linked incentives etc.

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary/Joint Ventures/Associate Companies.

14. Auditors

a) The Auditors, M/s Pai Nayak & Associates Chartered Accountants, Udupi retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment to hold office till the conclusion of the 34th AGM to be held in the Calendar year 2017 subject to ratification in the ensuing Annual General Meeting.

b) In respect of comments made by the auditors vide basis for the "Qualified opinion", "Emphasis of matter, and para 2, 3 (e), (f), (g) (1), (g) (3), of the report on other legal and regulatory requirement" of report on the financial statement and Para No. 1 (b), 5, 7 (c), 8 & 9 of annexure to the aforesaid report, the clarifications vide note no. 2.01,5.01,5.02, 23.01(J), 23.02, 23.05, 23.06, 23.13, 23.15 are self explanatory.

15. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Sri S. Ramachandra Bhat, Practicing Company Secretary (Membership No. 04441, C P No. 5421) from Bangalore has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report. As per Section 134 (3f) of the Companies Act, 2013, Company is required to make comments on the adverse remarks/ comments on the Secretarial Auditors Report.

1. As per the Secretarial Auditor's Report placed before the Board, the Secretarial auditor have opined that the Company has not published the unaudited financial results in news papers as per the provisions of Clause 41 of the Listing Agreements:

Your Directors reiterate that due to poor financial conditions, the company is not able to publish the results in news papers. However once the financial conditions of the company revived, company will arrange to publish the same.

2. As per the Secretarial Auditor's Report placed before the Board, the Secretarial auditor have opined that the Company has not appointed Key Managerial Person (Company Secretary).

Your Directors reiterate that company was not engaged in any business consequently there were no income. Due to poor financial conditions, the company was forced to reduce the number of branches and also number of employees. This is the main reason for not appointing a whole time company secretary. However as and when the company engages itself in a proper business, it would certainly comply with this requirement.

3. As per the Secretarial Auditor's Report placed before the Board, the Secretarial auditor have opined that the Company has not filed the relevant statutory forms notifying appointment of Key Managerial Person (Chief Financial Officer)

Your directors reiterate that the Company will arrange to file immediately the relevant forms for appointment of Chief Financial Officer.

4. As per the Secretarial Auditor's Report placed before the Board, the Secretarial auditor have opined that the Company has not appointed Woman Director within the time limit prescribed in the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Your Directors reiterate that, the company did identify a woman director and requested her to join the Board before 31st March, 2015 as per provisions of the Act. However, she expressed her difficulty to join prior to 31st March owing to some personal reason. She was however inducted to the Board at its meeting held on 29th June, 2015.

16. Internal Audit & Controls

The Company has established and maintained adequate internal controls over the financial reporting. Internal controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements in accordance with accounting principles generally accepted in India. The Company has internal control system commensurate with the size and nature of the business. The Company engages M/s N. P. Pai & Co., Chartered Accountants, Udupi, (Firm Registration No.115271W/Membership No. 039351) as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and acted upon and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

17. Vigil Mechanism

The Company has adopted a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

18. Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status. Sustainability is embedded in the Corporate Enterprise Risk Management programme, which

gives an opportunity to increase the effectiveness of risk management practices and for improving business efficiency. The Company's social and environmental policies correlate strongly with the risk management strategy and ultimately the financial performance. This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The current risk slate and the comprehensive risk policy have been further redefined during the year. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

19. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-I.

20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report and changes in nature of business, if any:

There are no such material changes to be reported in this regard and there are no change in nature of business.

21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

Your Directors wish to state that there have been no significant or material orders that were passed by the Regulators or Courts or Tribunals which may impact the going concern status and operations of the Company in future.

22. Particulars of loans, guarantees or investments under Section 186

Details of Loans: Not applicable to NBF Companies since same are given in the ordinary course of business. Further, no loans are given to any party.

Details of Guarantee/Security Provided: Not applicable to NBF Companies. However no such guarantee or security provided.

Investments made are of the nature quoted /unquoted equity shares. Particulars of such investments are provided in the financial statements vide note Nos. 8.01.

23. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The company did not have any activity in relation to conservation of energy or technology absorption. The company had no foreign exchange earnings or outgoings during the year under report.

24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

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 were observed.

25. Deposits

The details relating to deposits, covered under Chapter V of the Act -

a) accepted during the year; Nil

b) remained unpaid at the end of the year; Rs. 13.53 Lakhs,

c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i) at the beginning of the year; Rs. 13.53 Lakhs

ii) maximum during the year; -

iii) at the end of the year; Rs. 13.53 Lakhs

The details of deposits which are not in compliance with the requirements of Chapter V of the Act.

26. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of Companies Act, 2013 ("the Act"). There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders approval under the provisions of the Act. Details of the transactions with related parties are provided in the Note No. 23.04 of accompanying financial statements. Form AOC-2 pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith marked as Annexure-II.

27. Corporate Governance Certificate

The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

28. Management Discussion and Analysis

The Management Discussion and Analysis forms part of this Annual Report, the details of which are given in The Corporate Governance Report.

29. Statutory Disclosures

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

30. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has not received any complaint of sexual harassment during the financial year 2014-15.

31. Corporate Social Responsibility (CSR): Not applicable

32. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

33. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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 profit and 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; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

34. Transfer of Amounts to Investor Education and Protection Fund

As all the matured deposits, debentures and debts were already claimed, the question of transfer of such amounts to Investor Education and Protection Fund does not arise.

35. Listing with Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange, Mumbai where the Company's Shares are listed.

36. Acknowledgements

An acknowledgement to all with whose help, co-operation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors (T. Narayan M. Pai) (DIN :00101633) Managing Director

Place : Manipal Date : 29.6.2015

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Mar 31, 2014

DIRECTORS'' REPORT TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 31 st Annual Report of your company together with Audited Balance Sheet and Profit & Loss Account for the financial year ended 31st March, 2014.

FINANCIAL RESULTS :

(Rs. in ''000) 31st March, 2014 31st March, 2013

Gross Income 2450 3624

Administrative and other Expenses 1853 1765

Net Profit /(Loss) before Depreciation, Lease

Equalisation, provision for doubtful debts and bad debts 597 1859

written off Less: Depreciation 6253 6561

Add: Lease Adjustment (Credit) (5225) (5594)

Less: Provisions & write offs of debts (net) & Prior (2602) 4319

period items '' '' Profit/(Loss) before Tax and extraordinary items 2171 (3427)

Extraordinary Items 367 197

Profit/(Loss) before provision for taxation 2538 (3230)

Provision for Taxation 330 -

Profit/(Loss) after provision for taxation 2208 (3230)

Add: balance of Loss b/f from previous year 655044 651814

Net Loss carried forward 652836 655044

OPERATING RESULTS :

The company has earned a gross income of Rs. 2450 thousands as compared to the income of Rs. 3624 thousands earned during previous year ended 31.03.2013.

The Company has incurred net profit of Rs. 2208 thousands for the year under report as against net loss of Rs. 3230 thousands earned in the previous year.

RECOVERY:

The Company has been making serious efforts to recover from NPA Accounts. The trend of recovery from such accounts is encouraging. The Company has recovered a sum of Rs. 2244 thousands from NPAAccounts during the financial year ended 31st March, 2014.

COST REDUCTION AND ECONOMY MEASURES:

Steps have been initiated fordrastic reduction of costs in various fronts. Overheads under various expenditure heads such as telephone, postage, rent, wages and salary have been minimised to a great extent. Cost reduction measures are being initiated from time to time for implementation on a time bound programme.

SCHEME OF COMPROMISE/ARRANGEMENT WITH THE CREDITORS:

During the year ending 31st 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 20th 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 30th June, 2002 within 72 months from the effective date. The Scheme as proposed do not provide for accrual of interest after 30th 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 10th 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 28th October, 2009, Accordingly, the Company is exploring the possibility of proposing a fresh petition to be filed before the Honorable High Court of Karnataka.

PUBLIC DEPOSITS:

Fixed Deposits from public outstanding as at 31st March, 2014 were Rs. 1352 thousands consisting of 42 deposits. They are due for repayment on or before 31 st March, 2013. None of the matured deposits were claimed and paid after 31st March, 2014.

AUDIT OBSERVATIONS:

In re''spect of the comments made by the Auditors vide "Basis for Qualified Opinion", "Emphasis of the Matter", and Para 3 (e) of the "Report on other Legal and Regulatory Requirements" of "Report on Financial Statements" and Para Nos. 1,6, 7, 9, 10, 11 & 17 ofAnnexure to the aforesaid Report, the clarifications vide Note Nos. 2.01,5.01, 5.02, 5.03, 24.01 (J), 24.02, 24.06 and 24.08 are self explanatory.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors'' report that: .

- In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- 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;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

Sri Raghavendra Nayak, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Provisions of Section 149(10) of the Companies Act, 2013 which was notified 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 Sri Chandappa R. Sherigar as Independent Director 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 36th Annual General Meeting of the Company in the calendar year 2019. His consent for the purpose has been obtained by the company.

The Background of the Directors proposed for appointment and reappointment as the case may be is furnished under the Notes forming part of the Notice convening the 31st Annual General Meeting.

In view of the fact that the Company is exploring the possibility of presenting a new Scheme of Arrangement before the Hon''ble High Court of Karnataka for reschedulement of payment to creditors and other matters, management feels that Sri T. Narayan M. Pai, Managing Director and other Directors will not be disqualified for being a Director of a public company.

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.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai. The annual listing fees up to the year 2014-2015 has been paid to this Exchange.

CORPORATE GOVERNANCE:

The Company had followed sound Corporate Governance practices right from its inception and have taken efforts to implement the same wherever possible in the present circumstances. However, during the year compliance with the code of Corporate Governance prescribed by Clause 49 of the Listing Agreement could not be met by the company in view of Board having two non-executive Directors and a Managing Director.

Particulars of Employees as prescribed under Section 217 (2A) of the Companies Act,1956: NIL

Particulars regarding conservation of energy and technology absorption: NIL

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude for the continued patronage and support extended by the Company''s customers and Bankers. ''

Your Directors gratefully acknowledge the continued faith and confidence reposed by the shareholders, investors and agents.

Your Directors wish to place oh record their deep sense of appreciation of the valuable contribution made by the team of Employees at all levels in the organisation.

For and on behalf of the Board Sd/- Sd/- Place : Manipal T.Narayan M.Pai, Chandappa R.Sherigar Date : 30.05.2014 Managing Director Director

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Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of your company together with Audited Balance Sheet and Profit & Loss Account for the financial year ended 31st March 2012.

(Rs.In '000) 31st March,2012 31st March,2011 Gross Income 10124 2067 Net Profit /(Loss) before Depreciation, Lease Equalization, provision 7938 (272)

Less: Provisions & write offs of debts (net) (9059) 5120

Loss before Tax and extra-ordinary items 16025 (6428)

Profit (Loss) before provision for taxation 20150 (2737)

Provision for Taxation including Fringe Benefit Tax - 1169

Profit/(Loss) after provision for taxation 20150 (3906)

Add: Balance of Loss b/f from previous year (671964) (668058)

OPERATING RESULTS:

The Company has earned a gross income of Rs.10124 thousands as compared to the income of Rs.2067 thousands earned during previous year ended 31.03.2011. The Increase in income is due to settlement of the dues to the Company, which has resulted in operating income of Rs.3402 thousands and Bad debts recovered Rs.5134 thousands.

The Company has earned net profit of Rs.20150 thousands for the year under report as against net loss of Rs.3906 thousands earned in the previous year. The results of the Company has turned positive due to the recovery of dues which resulted in reversal of provisions, recovery of bad debts written off, earning of operative income etc. and also on account of settlement of debts of the Company at the discounted rates

RECOVERY:

The Company has been making serious efforts to recover from NPA Accounts. The trend of recovery from such accounts is encouraging. The Company has recovered a sum of Rs.9604 thousands from NPA Accounts during THE FINANCIAL YEAR ENDED 31ST MARCH 2012.

COST REDUCTION AND ECONOMY MEASURES:

Steps have been initiated for drastic reduction of costs in various fronts. Overheads under various expenditure heads such as telephone, postage, rent, wages and salary have been minimized to a great extent. Cost reduction measures are being initiated from time to time for implementation on a time bound programmer.

SCHEME OF COMPROMISE/ARRANGEMENT WITH THE CREDITORS:

During the year ending 31st 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 20th 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 30th June, 2002 within 72 months from the effective date. The Scheme as proposed do not provide for accrual of interest after 30th 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

On 10th 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 28th October, 2009. Accordingly, the Company is exploring the possibility of proposing a fresh petition to be filed before the Honorable High Court of Karnataka.

PUBLIC DEPOSITS:

Fixed Deposits from public outstanding as at 31st March, 2012 were Rs. 2641 thousands consisting of 123 deposits. They are due for repayment on or before 31st March, 2012. 5 deposits matured on or before 31st March,2012 amounting to Rs.87 thousands have been claimed and paid after 31st March, 2012.

In respect of the comments made by the Auditors vide Para Nos. 2,3,4 in Auditors Report and Para No. 1,6,7,9,10,11 & 17 of Annexure to the Auditors Report, the Board has clarifications vide Note Nos. 2.01, 3.01,4.01, 5.01,

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' report that:

- In the preparation of the annual accounts, the applicable accounting standards had been followed along with

- 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;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and

- That the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

Sri Raghavendra Nayak, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself re-appointment.

In view of the fact that the Company is exploring the possibility of presenting a new Scheme of Arrangement before the Honble High Court of Karnataka for reschedulement of payment to creditors and other matters, management feels that Sri T. Narayan M. Pai, Managing Director and other Directors will not be disqualified for being a Director of a public company.

AUDITORS:

M/s Pai Nayak & Associates, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and have furnished a certificate to the effect that the proposed reappointment if made, will be in accordance with Section 224(1 -B) of the Companies Act,1956.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai. The annual listing fees up to the year 2012-2013 has been paid to this Exchange.

CORPORATE GOVERNANCE:

The Company had followed sound Corporate Governance practices right from its inception and have taken efforts to implement the same wherever possible in the present circumstances. However, during the year compliance with the code of Corporate Governance prescribed by Clause 49 of the Listing Agreement could not be met by the company in view of Board having two non-executive Directors and a Managing Director.

Particulars of Employees as prescribed under Section 217 (2A) of the Companies Act,1956 : NIL Particulars regarding conservation of energy and technology absorption : NIL

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude for the continued patronage and support extended by the Company's customers and Bankers.

Your Directors gratefully acknowledge the continued faith and confidence reposed by the shareholders, investors and agents.

Your Directors wish to place on record their deep sense of appreciation of the valuable contribution made by the team of Employees at all levels in the organization.

For and on behalf of the Board

Sd/- Sd/-

Place: Manipal T. Narayan M. Pai Chandappa R.Sherigar

Date : 30.05.2012 Managing Director Director

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of your company together with Audited Balance Sheet and Profit & Loss Account for the financial year ended 31s1 March, 2010.

FINANCIAL RESULTS :

(Rs. in 000)

31st March, 2010 31st March, 2009

Gross Income 4094 2179

Interest - -

Administrative and other Expenses 4932 3405

Net Profit /(Loss) before Depreciation, Lease Equalisation, provision (838) (1226)

for doubtful debts and bad debts written off

Less: Depreciation 7088 7623

Add: Lease Adjustment (Credit) (6022) (4860)

Less: Provisions & write offs of debts 6626 258

Loss before Tax and extra- ordinary items (8530) (4247)

Extra-ordinary Items 7127 6691

Profit (Loss) before provision for taxation (1403) 2444

Provision for Taxation including Fringe _ 9 Benefit Tax

Profit/(Loss) after provision for taxation (1403) 2435

Add: Balance of Loss b/f from previous year (666655) (6,69,090)

Net Loss carried forward (668058) (6,66,655)



OPERATING RESULTS :

The company has earned a gross income of Rs.4094 thousands as compared to the income of Rs.2179 thousands earned during previous year ended 31-03-2009.

The Company has suffered net loss of Rs.1403 thousands for the year under report as against net profit of Rs.2435 thousands earned in the previous year.

RECOVERY:

The Company has been making serious efforts to recover from NPA Accounts. The trend of recovery from such accounts is encouraging. The Company has recovered a sum of Rs. 31152 thousands from NPA Accounts during the financial year ended 31s1 March, 2010.

COST REDUCTION AND ECONOMY MEASURES:

Steps have been initiated for drastic reduction of costs in various fronts. Overheads under various expenditure heads such as telephone, postage, rent, wages and salary have been minimised to a great extent. Cost reduction measures are being initiated from time to time for implementation on a time bound programme.

SCHEME OF COMPROMISE/ARRANGEMENT WITH THE CREDITORS:

During the year ending 31st March, 2005 the Scheme of Compromise and Arrangement under Section 391 of the Companies Act, 1956 to effect the restructure of Companys 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, Debentures Holders and Subordinated Debt holders were held on 20th April, 2005. The scheme as proposed had provided for payment of principal in a phased manner over 60 months from the effective date and payment of interest accrued till 30th June, 2002, within 72 months from the effective date. The scheme as proposed, do not provide for accrual of interest after 30th June, 2002. (For the above purpose the effective date means the date on which the Order of the High Court of Karnataka sanctioning the Scheme of Arrangement is filed with the Registrar of Companies in Karnataka.)

On 10th 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 1sl 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 28lh October, 2009. Accordingly the Company is exploring the possibility of proposing a fresh petition to be filed before the Honorable High Court of Karnataka.

PUBLIC DEPOSITS:

Fixed Deposits from public outstanding as at 31st March, 2010 were Rs. 50.44 thousands consisting of 349 deposits. They are due for repayment on or before 31s1 March, 2010. 8 deposits matured on or before 31st March, 2010 amounting to Rs.153 thousands have been claimed and paid after 31s1 March, 2010.

AUDIT OBSERVATIONS:

In respect of the comments made by the Auditors vide Para Nos. 2, 3, 4 in Auditors Report and Para No.1, 6, 7, 9, 10 & 11 of Annexure to the Auditors Report, the clarifications given in Note Nos. 1 to 9, 11, 18(b), 19, 22 and 23 of Para II of Schedule K is self explanatory.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors report that:

- In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- 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;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS:

Sri Raghavendra Nayak, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

In view of the fact that the company is exploring the possibility of presenting a new Scheme of Arrangement before the Honble High Court of Karnataka for reschedulement of payment to creditors and other matters, management feels that Sri T. Narayan M. Pai, Managing Director and other Directors will not be disqualified for being a Director of a public company.

AUDITORS:

M/s. Pai Nayak & Associates, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment and have furnished a certificate to the effect that the proposed reappointment if made, will be in accordance with Section 224(1 -B) of the Companies Act, 1956.

LISTING OF SHARES:

The Equity Shares of the Company are listed on The Stock Exchange, Mumbai. The annual listing fees up to the year 2010-2011 has been paid to this Exchange.

CORPORATE GOVERNANCE:

The Company had followed sound Corporate Governance practices right from its inception and have taken efforts to implement the same wherever possible in the present circumstances. However, during the year compliance with the code of Corporate Governance prescribed by Clause 49 of the Listing Agreement could not be met by the company in view of Board having two non-executive Directors and a Managing Director.

Particulars of Employees as prescribed under Section 217 (2A) of the Companies Act, 1956: NIL.

Particulars regarding conservation of energy and technology absorption: NIL.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude for the continued patronage and support extended by the Companys customers and Bankers.

Your Directors gratefully acknowledge the continued faith and confidence reposed by the shareholders, investors and agents.

Your Directors wish to place on record their deep sense of appreciation of the valuable contribution made by the team of Employees at all levels in the organisation.

For and on behalf of the Board

Sd/- Sd/-

Place : Manipal T. Narayan M. Pai Chandappa R. Sherigar

Date : 12-08-2010 Managing Director Director