Directors Report of ICDS Ltd.

Mar 31, 2025

Your Board of Directors have pleasure in presenting their 54^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

FINANCIAL SUMMARY

The following table brings out the financial performance of the Company during the F.Y. 2024-25: ('' in ’000)
Particulars	31-Mar-2025	31-Mar-2024
Income from Operations	3,18,29	1,56,55
Other Income	1,14,83	1,90,30
Total Income	4,33,12	3,46,85
Less: Operating Expenses	1,75,74	1,33,03
Less: Interest	3,70	3,78
Profit/(loss) before Depreciation	2,53,68	2,10,04
Less: Depreciation	35,28	34,80
Profit/(loss) after Depreciation before Tax	2,18,40	1,75,24
Less: Exceptional item	0	0
Profit/(loss) after Depreciation and exceptional items and before Tax	2,18,40	1,75,24
Less: Provision for Income Tax	23,53	19,33
Less Deferred Tax	(4)	32
Profit/(loss) after Tax	1,94,91	1,55,59
Less: Income Tax for earlier years	1,13,53	0
Profit after adjustment	81,38	1,55,59
Opening balance of retained earnings	4,37,51	2,82,85
Profit / (loss) for the year[a]	81,38	1,55,59
Other comprehensive income/(loss) [b]	13	(93)
Total comprehensive income/(loss) [a b]	81.51	1,54,66
Closing balance of retained earnings	5,19,02	4,37,51

COMPANIES STATE OF AFFAIRS

During the year under review the Company has earned income of ''433.12 Lakhs as against ''346.85 Lakhs in the corresponding previous year. The Income for the year basically consists of Rental receipts, Commission from Insurance related activities, Trading Activities of shares and debentures, Dividend and Interest. The operating expense for the year is ''175.74 Lakhs as against ''133.03 Lakhs in the previous year.

The Profit/(loss) after Tax for the year after taking the above stands at ''81.38 Lakhs as against Profit of ''155.59 Lakhs in the Previous year.

The Net worth of the company (after deducting Revaluation Reserve) as at March 31, 2025 stands increased to ''1,768.32 Lakhs as against ''1,678.66 Lakhs as at March 31, 2024.

FUTURE BUSINESS PLANS

Your Company remains committed to exploring new opportunities and aligning its business strategies with evolving regulatory expectations and market demands.

In furtherance of this commitment, the Company had submitted a fresh application dated 21^st March, 2025 to the Reserve Bank of

India (RBI), seeking a Certificate of Registration (CoR) to operate as a Non-Deposit Taking Non-Banking Financial Company - Category Type-II, in accordance with applicable provisions of the RBI Act and related regulatory guidelines.

Subsequently, the Company received a communication from the RBI stating that the application could not be considered favourably at this stage. The observations made by RBI include that the Company does not presently propose to meet the principal business criteria applicable for NBFCs and that the current composition of the Board does not provide sufficient regulatory comfort.

While the application has been returned, the Board is actively reviewing the concerns raised and remains committed to evaluating all available options to realign the Company’s structure and operations. Efforts are underway to strengthen governance, revisit the business model, and address regulatory expectations to enable a possible resubmission in the future.

The Company is a registered corporate agent for leading insurance providers such as:

• LIC of India

• ICICI Lombard General Insurance Company Ltd.

• Shriram General Insurance Company Ltd., and

• Bajaj Allianz General Insurance Company Ltd.

This initiative is expected to enhance our market reach, boost policy sales, and increase commission-based revenue, thereby contributing meaningfully to the Company’s overall growth trajectory. Simultaneously, your Company intends to significantly expand its insurance distribution business, which has emerged as a key area of focus. To this end, the Company plans to recruit young, energetic, and knowledgeable professionals, who will be incentivised through a structure comprising a fixed salary and commission-based earnings. These representatives will be deployed across two districts initially to promote and sell life and non-life insurance products.

Your Board is confident that the above steps will help the Company build a stronger and more sustainable business model while maintaining compliance with applicable regulatory frameworks.

LISTING OF COMPANY’S SHARES IN NSE & BSE

Company’s Shares have been listed in both BSE Ltd and NSE Ltd. Market price data has been covered in Corporate Governance Report forming part of the Board’s Report.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the financial year.

DIVIDEND

In view of inadequacy of profits your Directors express their inability to recommend dividend during the year under report.

SHARE CAPITAL

The paid-up Share Capital as on 31^st March, 2025 was ''13,02,67,000. During the year under review, the Company has neither issued any shares nor 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.

DEPOSITS

The Company has not accepted any deposits from the public/ shareholders during the year under review as per Section 73 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditor’s Certificate regarding Compliance of conditions of Governance are made a part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Tonse Sachin Pai, [DIN 00795780] Non-Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment subject to approval of members at the ensuing AGM.

Mr. Jayaram Vittal Prabhu and Mr. Shrikanth Prabhu were appointed as Independent Directors of the company with effect from 26^th September, 2024 and 12^th November, 2024 respectively.

During the year under review, Mr. Shrikanth Prabhu, Independent Director of the Company, tendered his resignation with effect from 1^st August, 2025, owing to personal reasons. The Board places on record its sincere appreciation for the valuable contributions, insights, and guidance provided by Mr. Shrikanth Prabhu during his tenure as an Independent Director and wishes him the very best in his future endeavours.

A brief profile of the Directors seeking confirmation/appointment, nature of expertise in specific functional area, name of other public companies in which he/she holds directorship and membership/ chairmanship of the committees of the Board of Directors and the particulars of the shareholding as stipulated under Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2 (SS 2 on General Meetings) is appended to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year seven Board Meetings were convened and held. The details of the Board Meetings conducted during the year are given below:

Date	Board Strength	No. of Directors Present
27.05.2024	6	5
12.08.2024	6	5
26.09.2024	6	6
12.11.2024	7	6
12.02.2025	7	7
10.03.2025	7	7

AUDIT COMMITTEE

The Audit Committee comprises independent directors namely Mr. Jayaram Vittal Prabhu (Chairperson) Mr. Tonse Sachin Pai, Non-Executive Non-Independent Director and Mr. Katapady Bhujangesha Kamath, Independent Directors as other members. All the recommendations made by the Audit Committee were accepted by the Board. Details of Audit Committee meetings are enumerated in the Corporate Governance Report.

The role and terms of reference of Audit Committee cover the areas mentioned in 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 27^th May, 2024, 12^th August, 2024, 12^th November, 2024, 12^th February, 2025 and 10^th March, 2025.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as per the provisions of Section 135(1) of the Companies Act, 2013 as the said provisions are not applicable to the Company for the time being.

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(2) 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 2024-25 presented as an annexure to the Board Report during the Board Meeting is preserved separately and in terms of Section 136 of the Act, the said annexure is open for inspection, the same will be made available to any shareholders on request made to the company in writing.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as under: In line with the internal guidelines of the company, no payment is made towards commission to the Non-Executive Directors of the company and hence ratio to median remuneration is not stated.

i) Percentage of increase in remuneration to Chief financial Officer: 3.78%

ii) Percentage of increase in remuneration to Company Secretary: 3.44%

iii) The percentage increase in the median remuneration of employees in the financial year: 3.73%

iv) The number of permanent employees on the rolls of Company: 6

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The Managing director is not drawing any remuneration.

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: The Remuneration is as per the policy of the Company.

Under Section 197(14) of the Companies Act, 2013, it is hereby informed that none of the Directors are in receipt of commission from the Company and it’s Subsidiary.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

Your Company through its risk management process strives to contain impact and likelihood of the risks from time to time.

SUBSIDIARY / ASSOCIATE COMPANIES

The Company formulated a Policy for determining Material Subsidiaries. The policy is available on the Company’s website and can be accessed at www.icdslimited.com. During the year under the review, Manipal Properties Limited is material subsidiary of the Company, as per listing regulations.

The Consolidated Financial Statements of the Company and its subsidiary Manipal Properties Limited, prepared in accordance with Indian Accounting Standard issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Accounts of the subsidiary company and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the subsidiary company and will be available to investors seeking information at any time.

Salient features of financial statements of subsidiary company pursuant to Section 129(3) of the Companies Act, 2013 have been covered in the Financial Statements in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website on www.icdslimited.com.

RELATED PARTY TRANSACTION

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company’s website. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature.

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.33 of accompanying standalone financial statements. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in From AOC-2 is not applicable to the company for the financial year 2024-25 and hence does not form part of this report.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out is detailed below:

The performance evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors. The Independent Directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

STATUTORY AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s Chaturvedi & Shah LLP, Chartered Accountants, Mumbai (FRN: 101720W/W100355) as the Statutory Auditors of the Company expires at the conclusion of 56^th Annual General Meeting (AGM) of the Company.

STATUTORY AUDITORS’ REPORT

Auditors report does not contain any qualifications, reservations or adverse remarks.

In respect of the observations made by the Auditors on the audit trail (edit log) facility, as set out in Para 3(b) and Para 3(h) (vi) of the Report on Other Legal and Regulatory Requirements to the Standalone Financial Statements, and Para 2(b) and Para 2(h)(vi) of the corresponding Report to the Consolidated Financial Statements, and as further referred to in Note No. 34 of the Standalone Financial Statements and Note No. 36 of the Consolidated Financial Statements, the Board wishes to clarify as follows:

The Company operates a legacy COBOL-based software for maintaining its books of account. This software is equipped with an audit trail (edit log) facility, which has been duly enabled and operational since 22 November 2024 for all relevant transactions recorded therein. The Company has ensured that the audit trail feature is preserved in accordance with the statutory record-retention requirements from the date of its activation in the accounting system.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. CS Shrinivas M Devadiga Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed as Annexure I to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the report.

In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of Mr. CS Shrinivas M Devadiga as the Secretarial Auditor of the Company for a term of 5 consecutive years with effect from FY 2025-26 to FY 2029-30, subject to approval of the shareholders at the 54^th AGM.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, CS. Shrinivas M Devadiga, Practicing Company Secretary (Membership No.22381 CoP No.10372) from Bangalore has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure I to this report. Secretarial Auditors’ Report does not contain any qualifications, reservations or adverse remarks. The Comments made by the Secretarial Auditors are corresponding explanations given by the Board are as under:

Sl. No.	Comment by Secretarial Auditor	Board’s Reply
1	Company has received show cause notice in the earlier year by ROC for violation of Section 203(1) R/W Section 203(4) of the Companies Act, 2013 for non-appointment of Company Secretary from 01/04/2014 to 08/08/2016.	Company has made an application for adjudication of penalties with Registrar of Companies, Karnataka and the matter is still pending with Registrar of Companies, Karnataka.
2	During the period under review and as per the explanations and clarifications given to me and representation made by the Management, on 9thOctober 2002 RBI had cancelled NBFC license of the Company; hence Company is not complying with RBI regulation, guidelines and Direction to NBFC since suspension of its License.	The Company had submitted a revised application to the Reserve Bank of India (RBI) in March 2025 seeking a Certificate of Registration (CoR) to conduct NBFC business as a NonDeposit Taking - Type II NBFC. The application was duly acknowledged by RBI. Subsequently, the Company received a communication from RBI stating that the application could not be considered favourably at this stage, citing that the Company does not intend to meet the principal business criteria and that the existing composition of the Board does not provide adequate regulatory comfort. The Company is actively reviewing the concerns raised by RBI and remains committed to addressing the same. Efforts are underway to realign the Company’s operations and governance framework in accordance with RBI’s regulatory expectations, with a view to resubmitting the application at an appropriate time. The Company continues to explore viable business opportunities and maintains its intent to operate in a fully compliant manner under the applicable regulatory framework.

INTERNAL FINANCIAL CONTROL

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information complying with applicable statutes and policies safeguarding of assets prevention and detection of frauds, accuracy and completeness of accounting

records. The Company has appointed Internal Auditor with dedicated internal audit team. The internal audit reports were reviewed by the Audit Committee. Further the Audit Committee annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.icdslimited.com.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no such material changes to be reported in this regard. CHANGE IN NATURE OF BUSINESS

There is no change in nature of business.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans: Nil

Details of Guarantee / Security Provided: Company has not provided any guarantee / Security during the financial year. Investments made are of the nature quoted/unquoted equity shares and investment in property. Particulars of such investments are provided in the financial statements vide NoteNo.5.

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

In order to prevent sexual harassment of Women at work place, a new Act called The Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013 has been notified on 9^th December, 2013. In terms of the said Act, Your Company has constituted an Internal Complaints Committee to look into complaints of sexual harassment at work place of any women employee. The company has adopted a policy for prevention of sexual harassment of women at work place and has set up

internal committee for implementation of the said policy. During the year, your Company has not received any complaint of sexual harassment of any women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

a. No. of complaints at the beginning of financial year : Nil

b. No. of complaints filed during the financial year : Nil

c. No. of complaints disposed during the financial year : Nil

d. No. of complaints pending at the end of financial year : Nil

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.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website www.icdslimited.com

Details of remuneration paid to the Directors and Key Managerial Personnel are given in the Form MGT-7 which is available in the Company’s website under link https://icdslimited.com/annual-return.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, that -

(a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 have 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 have prepared the annual accounts on a going concern basis; and

(e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the

Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 27.09.2023), with the Ministry of Corporate Affairs.

DETAILS OF FRAUD REPORT BY AUDITOR

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

The Company has a Whistle Blower Policy for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 (9) and (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns, if any about unethical behavior, wrongful conduct and violation of Company’s code of conduct or ethics. The Whistle Blower Policy is available on the Company’s website www.icdslimited.com.

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.

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.

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.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

Your directors also wish to place on record their deep sense of appreciation of the services rendered by the staff members at all levels.

---

Mar 31, 2024

Your Board of Directors have pleasure in presenting their 53^rdAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

FINANCIAL SUMMARY

The following table brings out the financial performance of the Company during the F.Y 2023-24: ('' in ‘000)

Particulars	31-Mar-2024	31-Mar-2023
Income from Operations	1,56,55	1,33,34
Other Income	1,90,30	80,86
Total Income	3,46,85	2,14,20
Less: Operating Expenses	1,33,03	1,60,49
Less: Interest	3,78	3,12
Profit/(loss) before Depreciation	2,10,04	50,59
Less: Depreciation	34,80	34,83
Profit/(loss) after Depreciation before Tax	1,75,24	15,76
Less: Exceptional item	0	0
Profit/(loss) after Depreciation and exceptional items and before Tax	1,75,24	15,76
less: Provision for Income Tax	19,33	5,68
Less Deferred Tax	32	2,73
Profit/(loss) after Tax	1,55,59	7,35
Less: Income Tax for earlier years	0	1,05
Profit after adjustment	1,55,59	6,30
Opening balance of retained earnings	2,82,85	2,84,66
Profit/(loss) for the year[a]	1,55,59	6,30
Other comprehensive income/(loss) [b]	(93)	(8,11)
Total comprehensive income/(loss) [a b]	1,54,66	(1,81)
Closing balance of retained earnings	4,37,51	2,82,85

COMPANIES STATE OF AFFAIRS:

During the year under review the Company has earned income of ''346.85 Lakhs as against ''214.20 Lakhs in the corresponding previous year. The Income for the year basically consists of Rental receipts, Commission from Insurance related activities, Trading Activities of shares and debentures, Dividend and Interest. The operating expense for the year is ''133.03 Lakhs as against ''160.49 Lakhs in the previous year.

The Profit/(loss) after Tax for the year after taking the above stands at ''155.59 Lakhs as against Profit of ''6.30 Lakhs in the Previous year.

The Net worth of the company (after deducting Revaluation Reserve) as at March 31, 2024 stands decreased to ''1678.66 Lakhs as against ''1918.86 Lakhs as at March 31,2023.

FUTURE BUSINESS PLANS:

Your company has applied for Certificate of Registration for conducting NBFC business in the month of July, 2024 and an acknowledgement was given by the RBI. Since we have set right all the observations made by the RBI for two of our fresh applications

in the earlier years, we are confident of getting Certificate of Registration from the RBI.

In anticipation we have planned to do credit business with our own funds and also funds from Banks for our lending activities as we are likely to get Certificate of Registration for a non-deposit taking NBFC.

Our future strategies are to increase the man power. We are also planning to recruit young professional at senior manager level for overall administration and due diligence of loan and insurance proposals. Our lending is concentrating to traders with a long track record, loans for approved sites in developed and developing localities in Udupi and Dakshina Kannada Districts, supply bill limits to leading and reputed business men and contractors, loans to educational institutions with a per party limit of ''10 lakhs initially.

We have to have a robust customer friendly NBFC software for maintaining loan accounts and other loan related functions. A reasonable and competent interest will be levied and all the loans are short term in nature.

We intend to increase life and non-life insurance business by recruiting young, energetic and knowledgeable persons with basic salary and commission as incentive. They will spread out in these two districts and sell insurance policies for products promoted by LIC of India and Bajaj Allianz General Insurance for whom we are the corporate agents, this will help us to increase our insurance business and our commission from this business.

LISTING OF COMPANY’S SHARES IN NSE & BSE.

Company’s Shares have been listed in both BSE Ltd and NSE Ltd. Market price data has been covered in Corporate Governance Report forming part of the Board’s Report.

FEE BASED ACTIVITIES:

Your Company is working as Corporate Agent for Life and General Insurance Companies and earn commission.

TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the financial year.

DIVIDEND

In view of inadequacy of profits yourDirectors express their inability to recommend dividend during the year under report.

SHARE CAPITAL

The paid-up Share Capital as on 31^st March, 2024 was ''13,02,67,000. During the year under review, the Company has neither issued any shares nor 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.

DEPOSITS:

The Company has not accepted any deposits from the public/ shareholders during the year under review as per Section 73 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report and Auditor’s Certificate regarding Compliance of conditions of Governance are madeapart of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kalsank Umesh Kini, [DIN 07231231] Non-Executive Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment subject to approval of members at the ensuing AGM.

Mr. BHARATH KRISHNA NAYAK, Managing Director and Ms. VIMAL KAMATH CHANDRASHEKHAR, Woman Independent Director, term was ended on 04^th December 2023.

Mr. SUJIR PRABHAKAR was appointed as Managing Director of the Company with effect from 4^th December 2023.

Mr. KATAPADY BHUJANGESHA KAMATH and Mrs. ROOPASHREE ROOPASHREE were appointed as Independent Directors of the company with effect from 4^th December 2023.

Mr. GOVINDARAYA RAMAN NAYAK, CFO retied on 31^st July 2023 and Mr. VASUDEVA NAYAK Appointed as CFO of the Company with effect from 01^st August 2023.

A brief profile of the Directors seeking confirmation/appointment, nature of expertise in specific functional area, name of other public companies in which he/she holds directorship and membership/ chairmanship of the committees of the Board of Directors and the particulars of the shareholding as stipulated under Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015and Secretarial Standards 2 (SS 2 on General Meetings) is appended to the Notice.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year seven Board Meetings were convened and held. The details of the Board Meetings conducted during the year are given below.

Date	Board Strength	No. of Directors Present
26.05.2023	6	6
04.07.2023	6	6
10.08.2023	6	6
10.11.2023	6	6
04.12.2023	6	6
07.02.2024	6	6
13.03.2024	6	6

AUDIT COMMITTEE

The Audit Committee comprises independent directors namely Mr. Katapady Bhujangesha Kamath (Chairman), Mr. Airody Giridhar Pai, Independent Director and Mr. Tonse Sachin Pai (Non-Executive Director) as other members. All the recommendations made by the Audit Committee were accepted by the Board. Details of Audit Committee meetings are enumerated in the Corporate Governance Report.

The role and terms of reference of Audit Committee cover the areas mentioned in Regulation 72 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015and 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 26^th May, 2023, 4^th July, 2023, 10^th August, 2023, 10^th November, 2023, 4^th December, 2023 7^th February, 2024 and 13^th March, 2024.

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES OF THE COMPANY.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as per the provisions of Section 135(1) of the Companies Act, 2013 as the said provisions are not applicable to the Company for the time being.

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(2) 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 2023-24 presented as an annexure to the Board Report during the Board Meeting is preserved separately and in terms of Section 136 of the Act, the said annexure is open for inspection, the same will be made available to any shareholders on request made to the company in writing.

Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as under: In line with the internal guidelines of the company, no payment is made towards commission to the Non-Executive Directors of the company and hence ratio to median remuneration is not stated.

i) Percentage of increase in remuneration to Chief financial Officer: 6.58%

ii) Percentage of increase in remuneration to Company Secretary: 5.05%

iii) The percentage increase in the median remuneration of employees in the financial year: 5.92%

iv) The number of permanent employees on the rolls of Company:12

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point

out if there are any exceptional circumstances for increase in the managerial remuneration: The Managing director is not drawing any remuneration.

vi) Affirmation that the remuneration is as per the remuneration policy of the Company: The Remuneration is as per the policy of the Company.

Under Section 197(14) of the Companies Act, 2013, it is hereby informed that none of the Directors are in receipt of commission from the Company and it’s Subsidiary.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

Your Company through its risk management process strives to contain impact and likelihood of the risks from time to time.

SUBSIDIARY/ASSOCIATE COMPANIES

The Company formulated a Policy for determining Material Subsidiaries. The policy is available on the Company’s website and can be accessed at www.icdslimited.com. During the year under the review, Manipal Properties Limited is material subsidiary of the Company, as per listing regulations.

The Consolidated Financial Statements of the Company and its subsidiary Manipal Properties Limited, prepared in accordance with Indian Accounting Standard issued by the Institute of Chartered Accountants of India, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Accounts of the subsidiary company and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the subsidiary company and will be available to investors seeking information at any time.

Salient features of financial statements of subsidiary company pursuant to Section 129(3) of the Companies Act, 2013 have been covered in the Financial Statements in Form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website on www.icdslimited.com.

RELATED PARTY TRANSACTION:

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.33 of accompanying standalone 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.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out is detailed below:

The performance evaluation of Chairman and Non-Independent Directors was carried out by the Independent Directors. The Independent Directors evaluated the parameters viz., level of engagement, duties, responsibilities, performance, obligations and governance safeguarding the interest of the Company. The performance evaluation of Independent directors was carried out by the entire Board.

AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s Chaturvedi & Shah LLP, Chartered Accountants, Mumbai (FRN: 101720W/W100355) as the Statutory Auditors of the Company expires at the conclusion of 56^thAnnual General Meeting (AGM) of the Company.

AUDITORS’ REPORT:

Auditors report does not contain any qualifications, reservations or adverse remarks. In respect of observations made by the Auditors with regard to audit trial (edit log) facility as detailed in Para 3(b) and 3(h) (vi) of Report on the other Legal and Regulatory Requirements of Standalone Financial Statement and Para 2(b) and 2(h) (vi) of Consolidated Financial Statement as detailed in Note No.34 of Standalone Financial Statement and Note No. 36 of Consolidated Financial Statement, the Board reiterates that the work is in progress and the Management will ensure that the audit trial (edit log) facility will be maintained within a reasonable time.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, CS. Shrinivas M Devadiga, Practicing Company Secretary (Membership No.22381 CoP No.10372) 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. SecretarialAuditors’Report does not contain any qualifications, reservations or adverse remarks. The Comments made by the Secretarial Auditors are corresponding explanations given by the Board are as under:

Sl. No.	Comment by Secretarial Auditor	Board’s Reply
1	Company has received show cause notice in the earlier year by ROC for violation of Section 203(1) R/W Section 203(4) of the Companies Act, 2013 for non-appointment of Company Secretary from 01/04/2014 to 08/08/2016.	Company has made an application for adjudication of penalties with Registrar of Companies, Karnataka and the matter is still pending with Registrar of Companies, Karnataka.

Sl. No.	Comment by Secretarial Auditor	Board’s Reply
2	During the period under review and as per the explanations and clarifications given to me and representation made by the Management, on 9th October 2002 RBI had cancelled NBFC license ofthe Company; hence Company is not complying with RBI regulation, guidelines and Direction toNBFC since suspension of its License.	Company has applied for fresh Certificate of Registration for conducting NBFC business in the month of July, 2024 and an acknowledgement was given by the RBI. Since we have set right all the observations made by the RBI for two of our fresh applications in the earlier years, we are confident of getting Certificate of Registration from the RBI.

INTERNALFINANCIAL CONTROL

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information complying with applicable statutes and policies safeguarding of assets prevention and detection of frauds, accuracy and completeness of accounting records. The Company has appointed Internal Auditor with dedicated internal audit team. The internal audit reports were reviewed by the Audit Committee. Further the Audit Committee annually reviews the effectiveness of the Company’s internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.icdslimited.com.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no such material changes to be reported in this regard.

CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans: Nil

Details of Guarantee/Security Provided: Company has not provided any guarantee/Security during the financial year.

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

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

In order to prevent sexual harassment of Women at work place, a new Act called The Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013 has been notified on 9^th December, 2013. In terms of the said Act, Your Company has constituted an Internal Complaints Committee to look into complaints of sexual harassment at work place of any women employee. The company has adopted a policy for prevention of sexual harassment of women at work place and has set up internal committee for implementation of the said policy. During the year, your Company has not received any complaint of sexual harassment of any women employee.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

a. No. of complaints received : Nil

b. No. of complaints disposed off : Nil

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.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on website www.icdslimited.com

Details of remuneration paid to the Directors and Key Managerial Personnel are given in the Form MGT-7 which is available in the Company’s website under link https://icdslimited.com/annual-return.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, that—

(a) in the preparation of the annual accounts, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have 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 have 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 have prepared the annual accounts on a going concern basis; and

(e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 27.09.2023), with the Ministry of Corporate Affairs.

DETAILS OF FRAUD REPORT BY AUDITOR:

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

VIGIL MECHANISM

The Company has a Whistle Blower Policy for Directors and employees and adopted the Whistle Blower Policy in terms of Section 177 (9) and (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns, if any about unethical behavior, wrongful conduct and violation ofCompany’s code of conduct or ethics. The Whistle Blower Policy is available on the Company’s website www.icdslimited.com.

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.

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.

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.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

Your directors also wish to place on record their deep sense of appreciation of the services rendered by the staff members at all levels.

For and on behalf of the Board of Directors

Sd/-

Sujir Prabhakar

Place : Manipal Chairman & Managing Director

Date : 12.08.2024 DIN: 02577488

---

Mar 31, 2014

Dear Members,

The Directors present their 43rd ANNUAL REPORT and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in ''000s) 31-March 31-March 2014 2013

Income from Operations 5,20,59 3,16,27

Other Income 1,02,08 2,27,33

Write back of provisions 74,67 32,15

Total Income 6,97,34 5,75,75

Less: Operating Expenses 4,36,38 3,12,04

2,60,96 2,63,71

Less: Interest 49,76 48,14

Profit/(Loss) before

Depreciation 2,11,20 2,15,57

Less: Depreciation 6,21 7,05

Profit/(Loss) after

Depreciation before Tax 2,04,99 2,08,52

Less: Provision for Income

Tax/(write back) 4,70 (1,26,00)

Profit/(Loss) after Tax 2,00,29 3,34,52

Add : (Loss) brought forward (9,67,23) (13,01,75)

(Loss) carried forward (7,66,94) (9,67,23)



REVIEW OF OPERATIONS

During the year under review the Company has earned income of Rs.6.97 Crores (Rs.5.76 Crores in the corresponding period of the previous year) from recovery of overdues from HP/Lease/Bills Discounting/Loan Parties, Commission from insurance related activities, service charges earned from telephone bill recovery services, dividend and interest. The operating expense incurred during the reporting period was Rs.4.36 Crores as against Rs.3.12 Crores in the previous year. The accumulated losses which was at Rs.9.67 Crores as on 31st March, 2013 has been reduced to Rs.7.67 Crores on 31st March, 2014.

The net worth of the Company as on 31st March, 2014 went up to Rs.7.13 Crores (Rs.4.93 Crores in the corresponding period of previous year).

DIVIDEND

Since the Company has carried forward losses in the current year, the Directors express their inability to declare Dividend.

SCHEME OF ARRANGEMENT

The details of unclaimed public liabilities with the Company as per the Scheme of Arrangement sanctioned by the Hon''ble High Court of Karnataka have been covered in the Corporate Governance Report. However, the total liability unpaid as on 31st March, 2014 was Rs.2.90 Crores which does not include cheques issued to the investors but not presented amounting Rs.2.98 Crores.

FUTURE BUSINESS PLANS

As reported in the earlier years, the company stopped NBFC business as per the undertaking given to H''ble High Court of Karnataka while considering the company''s application for scheme of arrangement. Since then company was focusing its activities on recovery of overdues. Since the company''s net owned funds has become positive and meets the minimum required NOF stipulated for Non-Banking Finance Business, it is proposed to apply to Reserve Bank of India for registering the company as a Non-Deposit taking NBFC for pursuing business of Hire Purchase/Lease Finance or Investment Banking.

FEE BASED ACTIVITIES

In order to generate some income to partly meet the establishment expenses, your Company is engaged as Corporate Agent for Life and General Insurance Companies, and also acting as address verifcation agents for Fullerton India Credit Company Limited and TATA Teleservices Limited at Coimbatore. Besides, your company has taken up distributorship of MTS mobile phones and accessories of Sistema Shyam Teleservices Ltd., at Coimbatore and Salem areas in Tamil Nadu. The company is also focusing on collecting overdues from HP/Lease/ Loans/Bills discounted parties.

SUBSIDIARY COMPANIES

As required under Section 129(3) of the Companies Act, 2013, the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of your Company''s subsidiaries, namely, Manipal Hotels Ltd., and Manipal Properties Ltd., are annexed.

DIRECTORS

Mr. H. N. S. Rao retires by rotation in the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Provisions of Section 149(10) of the Companies Act, 2013 which was notifed effective from 1st April, 2014 required that the Independent Directors of the Company shall hold office for a period of 5 years and shall not be liable to retire by rotation. In compliance with the new Companies Act, 2013, your directors propose to appoint Shri Bharath K. Nayak, K. M. Udupa, A. Giridhar Pai and U. Harish P. Shenoy as Independent Directors of the Company, not liable to retire by rotation and to hold the office for 5 (five) consecutive years for a term upto the conclusion of the 48th Annual General Meeting of the Company in the calendar year 2019. Their consents for the purpose have been obtained by the company.

The Background of the Directors proposed for appointment is furnished under the Notes Forming Part of the Notice convening the 43rd Annual General Meeting.

COMMITTEES OF DIRECTORS

Pursuant to provision of Section 177(3) of the Companies Act, 2013, the Audit Committee of the Board of Directors has been reconstituted with terms of reference pursuant to various provisions of the Companies Act, 2013 and the amended listing agreement with the Stock Exchanges.

Pursuant to provision of Section 178(5) of the said Act, the Shareholders Grievances Committee of the Board of Directors, has been reconstituted and named as "Stakeholders Relationship Committee" with terms of reference pursuant to various provisions of the Companies Act, 2013.

Corporate Social Responsibility Committee pursuant to provision of Section 135(1) of the Companies Act, 2013 and Nomination and Remuneration Committee pursuant to provision of Section 177(3) of the said Act have not been formed for the time being. Since a) the company still carrying over the losses and b) none of the Directors are drawing any remuneration other than sitting fees to the Non-Executive Directors for attending the Board Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors'' confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the Profit of the company for the year ended as on that date;

iii) proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company''s Act and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis. The ability of the Company to continue as a going concern depends upon the timely recovery from debtors and future business plan. Management of the Company is hopeful of recovery of dues from debtors and the measures taken by the Company will result in controlling the operating defcits.

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

Particulars regarding conservation of energy and technology absorption: NIL.

Foreign exchange earnings and outgo: NIL.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor''s Certifcate regarding Compliance of conditions of Governance are made part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement, Audited Consolidated Financial Statements of subsidiary companies form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your Directors also wish to thank the shareholders for their support.

For and on behalf of the Board of Directors

Sd/- Place : Manipal (T. Mohandas Pai) Date : 30-05-2014 Chairman & Whole-time Director

---

Mar 31, 2013

The Directors present their42nd ANNUAL REPORT and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in ''000s) 31st March 31st March 2013 2012

Income from Operations 3,16,27 1,20,96

Other Income 2,27,33 85,90

Write back of provisions 32,15 43,86

Total Income 5,75,75 2,50,72

Less: Operating Expenses 3,12,04 1,53,13

2,63,71 97,59

Less: Interest 48,14 54,41

Profit/(Loss) before Depreciation 2,15,57 43,18

Less: Depreciation 7,05 7,13

Profit/(Loss) after

Depreciation before Tax 2,08,52 36,05

Less: Provision for Income

Tax/(write back) (1,26,00)

Profit/(Loss) after Tax 3,34,52 36,05

Add: (Loss) brought forward (13,01,75) (13,37,80)

(Loss) carried forward (9,67,23) (13,01,75)

REVIEW OF OPERATIONS

During the year under review the Company has earned a gross income of Rs.5.76 Crores (Rs.2.51 Crores in the corresponding period of the previous year) from recovery of over dues from HP/Lease/ Bills Discounting/Loan Parties, Commission from insurance related activities, service charges earned from telephone bill recovery services, dividend, interest and others. The operating expenses incurred during the reporting period was Rs.3.12 Crores as against Rs.1.53 Crores in the previous year. The accumulated losses which was at Rs.13.02 Crores as on 31st March, 2012 has been reduced to Rs.9.67 Crores on 31st March, 2013. The total net worth of the Company as on 31st March, 2013 went up to Rs.4.93 Crores.

DIVIDEND

Since the Company has carried forward losses in the current year, the Directors express their inability to declare Dividend.

SCHEME OF ARRANGEMENT

As reported in the previous year, the Company has repaid all six installments of public liabilities, in terms of Scheme of arrangement sanctioned by the Hon''ble High Court of Kamataka. An affidavit was filed on 31st August, 2010 to the effect that the repayment of investments under the Scheme of Arrangement sanctioned by the Hon''ble High Court of Karnataka has been completed. The Hon''ble High Court has taken note of the same.

Out of total liability of Rs.239.10 Crores, payable under the scheme, an amount aggregating to Rs.235.90 Crores has been repaid. Unclaimed amount by the investors as on 31st March, 2013 is Rs.3.20 crores. The full details are given herebelow:

(Rs. in Crores) Amount Balance

Amount Payable as per Paid as on Amount Scheme 31-3-2013 Payable

1st Instalment 57.27 56.98* 0.29

2nd Instalment 51.78 51.78 Nil

3rd Instalment 51.78 51.78 Nil

4th Instalment 35.75 34.88** 0.87

5th Instalment 28.71 28.71 Nil

6th Instalment 13.81 11.77 2.04

Total 239.10 235.90 3.20

* includes interest on Public Liabilities of face value of less than

Rs. 10,000/- " includes interest on Public Liabilities of face value of less than

Rs.20,000/-

Arrangements are in place to pay the claims received from investors as and when the original investment certificates lodged by such investors.

FUTURE BUSINESS PLANS

As reported in the earlier years, the company stopped NBFC business as per the undertaking given to H''ble High Court of Karnataka while considering the company''s application for scheme of arrangement. Since then company was focusing its activities on recovery of over dues. Since the company''s net owned funds has become positive and meets the minimum required NOF stipulated for Non Banking Finance Business, it is proposed to apply to Reserve Bank of India for registering the company as a Non-Deposit taking NBFC for pursuing business of Hire Purchase/Lease finance or Investment Banking.

FEE BASED ACTIVITIES

In order to generate some income to partly meet the establishment expenses, your Company has been engaged as Corporate Agent for Life and General Insurance Companies. The Company has also taken up distributorship of Sistema Shyam Teleservices Ltd. for their MTS mobile phones and accessories at Coimbatore and Salem areas in the state of Tamilnadu. Besides, your company is acting as collection agent for Fullerton India Credit Ltd. and address verification agent for Tata Teleservices Ltd. at Coimbatore. The company is focusing on collecting over dues from HP/Lease/ Loans/Bills discounted parties.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of your Company''s subsidiaries, namely, Manipal Hotels Ltd. and Manipal Properties Ltd. are annexed.

DIRECTORS

Mr. H. N. S. Rao and Mr. U. Harish P. Shenoy retire by rotation in the ensuing Annual General

Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2A) of the Companies Act, 1956, your Directors'' confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the profit of the company for the year ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company''s Act and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis. The ability of the Company to continue as a going concern depends upon the timely recovery from debtors and future business plan. Management of the Company is hopeful of recovery of dues from debtors and the measures taken by the Company will result in controlling the operating deficits.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956:

NIL

Particulars regarding conservation of energy and technology absorption: NIL

Foreign exchange earnings and outgo: NIL

AUDITORS

M/s Chaturvedi & Shah Chartered Accountants, Mumbai, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor''s Certificate regarding Compliance of conditions of Governance are made part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement, Audited Consolidated Financial

Statements of subsidiary companies form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended to us by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

For and on behalf of the Board of Directors

Sd/-

Place : Manipal (T. Mohandas Pai)

Date : 05-08-2013 Chairman & Whole-time Director

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Mar 31, 2012

The Directors present their 41st ANNUAL REPORT and Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in '000s)

31st March 31st March 2012 2011

Income from Operations 1,20,96 6,01,15

Other Income 85,90 70,54

Write back of provisions 43,86 7,51,64

Total Income 2,50,72 14,23,33

Less: Operating Expenses 1,53,13 1,45,02

97,59 12,78,31

Less: Interest 54,41 29,87

Profit/(Loss) before Depreciation 43,18 12,48,44

Less: Depreciation 7,13 8,02

Profit/(Loss) after Depreciation 36,05 12,40,42

Less : Bad debts written off - -

Profit/(Loss) before Tax 36,05 12,40,42

Less: Provision for Income Tax - 96,00

Profit/(Loss) after Tax 36,05 11,44,42

Add: (Loss) brought forward (13,37,80) (24,82,22)

(Loss) carried forward (13,01,75) (13,37,80)

REVIEW OF OPERATIONS

During the year under review the Company has earned income of Rs.2.07 Crores (Rs.6.72 Crores in the corresponding period of the previous year) from recovery of over dues from HP/Lease/Bills Discounting/Loan Parties, Commission from insurance related activities, service charges earned from telephone bill recovery services, dividend and interest earned. The operating expenses incurred during the reporting period was Rs.1.53 Crores as against Rs.1.45 Crores in the previous year. The accumulated losses which was at Rs.13.37 Crores as on 31st March, 2011 has been reduced to Rs.13.02 Crores on 31st March, 2012.

The Company is continuing the fee based activities like Insurance Agency for both Life and General Insurance and also providing other services like collection of telephone bills for Telephone Service Provider. Besides, the company is focusing on collecting overdues from HP/Lease/Loans/Bills discounted parties.

DIVIDEND

Since the Company has carried forward losses in the current year, the Directors express their inability to declare Dividend.

SCHEME OF ARRANGEMENT

As reported in the previous year, the Company has repaid all six installments of public liabilities, in terms of Scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka. An affidavit was filed on 31st August, 2010 to the effect that the repayment of investments under the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka has been completed. The Hon'ble High Court has taken note of the same.

Out of total liability of Rs.239.10 crores, an amount aggregating to Rs.235.73 Crores has been repaid. Unclaimed amount by the investors as on 31st March, 2012 is Rs.3.37 crores.

For claiming the interest portion mainly under 6th Installments, the investors are required to submit the original certificate and claim the interest portion. The Company has sent letters under certificate of posting to all the investors who are yet to claim 6th and Final installment covering interest on investments, asking them to surrender the original investment certificates and claim the interest accrued. Likewise there are some investors who have not yet submitted the certificates to receive the principal and interest of first installment (investment with face value of less than Rs.10,000/-) and interest on investment with face value of less than Rs.20,000/- payable as 4th installment in spite of Company advising them to do so. As on 31st March, 2012

The details are given below :

(Rs. in Crores)

Amount Amount Amount Payable as per Paid as on unclaimed Scheme date as on date

1st Installment 57.27 56.96* 0.31

2nd Installment 51.78 51.78 Nil

3rd Installment 51.78 51.78 Nil

4th Installment 35.75 34.87** 0.88

5th Installment 28.71 28.71 Nil

6th Installment 13.81 11.63 2.18

TOTAL 239.10 235.73 3.37

* includes interest on investments of face value of less than Rs.10,000/-

** includes interest on investments of face value of less than Rs.20,000/-

Arrangements are in place to pay the claims received from investors as and when the original investment certificates lodged by such investors.

FUTURE BUSINESS PLANS

As reported in the earlier years, the company stopped NBFC business as per the undertaking given to Hon'ble High Court of Karnataka while considering the company's application for scheme of arrangement. Since then company was focusing its activities on recovery of over dues. Now the company's net owned funds has become positive and meets the minimum required NOF, it is proposed to apply to Reserve Bank of India for registering the company as a Non Deposit taking NBFC for pursuing business of Hire Purchase/ Lease finance or Investment Banking.

FEE BASED ACTIVITIES

In order to generate some income to partly meet the establishment expenses, the company has been engaged as Corporate Agent for Life and General Insurance Companies. Also it is acting as an agent for collection of telephone bills for Tata Tele Services and MTS at Coimbatore Branch.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of your Company's subsidiaries, namely, Manipal Hotels Ltd. and Manipal Properties Ltd. are annexed.

DIRECTORS

Mr. K. M. Udupa and Mr. A. Giridhar Pai retire by rotation in the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2A) of the Companies Act, 1956, your Directors' confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the profit of the company for the year ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis. The ability of the Company to continue as a going concern depends upon the timely recovery from debtors and future business plan. Management of the Company is hopeful of recovery of dues from debtors and the measures taken by the Company will result in controlling the operating deficits.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956:

Nil

Particulars regarding conservation of energy and technology absorption: NIL

Foreign exchange earnings and outgo: NIL AUDITORS

M/s Chaturvedi & Shah Chartered Accountants, Mumbai, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding Compliance of conditions of Governance are made part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement, Audited Consolidated Financial Statements of subsidiary companies form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended to us by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

For and on behalf of the Board of Directors

Sd/-

Place: Manipal (T. Mohandas Pai)

Date : 30-05-2012 Chairman & Whole-time Director

---

Mar 31, 2011

Dear Members,

The Directors present their FORTIETH ANNUAL REPORT and Audited Statement of Accounts for the year ended 31st March, 2011.

(Rs. in '000s)

FINANCIAL RESULTS 31st March 31st March 2011 2010

Income from Operations 6,07,94 5,68,50

Other Income 63,75 58,59

Write back of provisions 7,51,64 12,17,30

Total Income 14,23,33 18,44,39

Less: Operating Expenses 1,45,02 1,54,16

12,78,31 16,90,23

Less: Interest 29,87 21,67

Profit/(Loss) before Depreciation 12,48,44 16,68,56

Less: Depreciation 8,02 8,76

Profit/(Loss) after Depreciation 12,40,42 16,59,80

Less: Bad debts written off - 26,87

Profit/(Loss) before Tax 12,40,42 16,32,93

Less: Provision for Income Tax 96,00 30,00

Profit/(Loss) after Tax 11,44,42 16,02,93

Add: (Loss) brought forward (24,82,22) (40,85,15)

(Loss) carried forward (13,37,80) (24,82,22)

REVIEW OF OPERATIONS

During the year under review the Company has earned income of Rs.6.72 crores (Rs.6.27 crores in the corresponding period of the previous year) from recovery of overdues from HP/Lease/Bills Discounting/ Loan Parties, Commission from insurance related activities, service charges earned from telephone bill recovery services, dividend and interest earned. The operating expenses incurred during the reporting period was Rs.1.45 crores as against Rs.1.54 crores in the previous year. Consequent to the recovery of demerger receivables of Rs.6.26 crores provisions made earlier to the extent of Rs.6.92 crores (Previous Year Rs.12.17 crores) was written back. (Previous Year Rs.7.52 crores). The accumulated losses which was at Rs.24.82 Crores as on 31st March, 2010 has been reduced to Rs.13.38 crores on 31st March, 2011.

The Company is continuing the fee based activities like Insurance Agency for both Life and General Insurance and also providing other services like collection of telephone bills for Telephone Service Provider. Besides, the Company is focusing on collecting overdues from HP/Lease/Loans/Bills discounted parties.

DIVIDEND

Since the Company has carried forward losses in the current year, the Directors express their inability to declare Dividend.

SCHEME OF ARRANGEMENT

In terms of Scheme of arrangement sanctioned by the Hon'ble High Court of Karnataka, Company has repaid all the six installments (out of Rs.13.81 crores representing interest accrued on the public liabilities up to 15th July, 2002 Rs.11.50 crores has been paid as on 30th June, 2011). Your Company has filed an affidavit on 31-08-2010 to that effect before the Hon'ble High Court of Karnataka. The Hon'ble High Court has taken note of the same.

The Company has sent letters under certificate of posting to all the investors who are yet to claim 6th and Final installment covering interest on investments, asking them to surrender the original investment certificates and claim the interest accrued. Likewise there are some investors who have not yet submitted the certificates to receive the principal and interest of first installment (investment with face value of less than Rs.10,000/-) and interest on investment with face value of less than Rs.20,000/ payable as 4th installment in spite of Company advising them to do so. As on 30th June, 2011 out of total liability of Rs.239.10 crores, an amount aggregating to Rs.235.58 crores has been repaid. The details are given below :

1st Installment Rs. 56.96 crores *

2nd Installment Rs. 51.78 crores

3rd Installment Rs. 51.78 crores

4th Installment Rs. 34.85 crores **

5th Installment Rs. 28.71 crores

6th Installment Rs. 11.50 crores

Total Rs. 235.58 crores

* includes interest on investments of face value of less than Rs.10,000/-

** includes interest on investments of face value of less than Rs.20,000/-

Arrangements are in place to pay the claims received from investors as and when the original investment certificates lodged by such investors.

BUSINESS PLANS

The Company, in terms of the undertaking given to the Hon'ble High Court of Karnataka is not doing any NBFC Business. As the Company has fulfilled the terms of scheme of arrangements as per the sanctioned scheme and paid all the installment as stated in the above paragraph and net worth of the Company (Net Owned funds) has become positive at Rs.2.98 cores, it is eligible to apply to Reserve Bank of India for registration as an NBFC for undertaking business of Hire Purchase and Leasing.

As per the recent survey by ASSOCHEM, NBFCs account for 12% of advances of total financial system in the country and plays a major role in furthering financial inclusion. NBFCs are better alternative to conventional banks for meeting various financial requirements of small business enterprises and micro financial institutions. NBFCs engaged in funding of commercial vehicles, infrastructure assets, retail financing, loan against shares, funding of plant and machineries and SMEs are playing an important role in the booming Indian economy. There is wide scope for your company to restart the NBFC business for which it has expertise and in-depth knowledge.

INSURANCE BUSINESS

During the year under report Company continued its corporate agency arrangement with Bajaj Allianz General Insurance Company Ltd. The Corporate Agency arrangement with Life Insurance Corporation of India also continued during the year.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of your Company's subsidiaries, namely, Manipal Hotels Ltd. and Manipal Properties Ltd. are annexed.

DIRECTORS

Mr. K. M. Udupa, Mr. A. Giridhar Pai and Mr. U. Harish P. Shenoy were appointed as additional directors of the Company on 12th November, 2010. They continued to be Directors till the date of forthcoming Annual General Meeting. Company has received notices from members proposing them to the position of Directors at the meeting.

Mr. Bharath K. Nayak retires in the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2A) of the Companies Act, 1956, your Directors' confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the profit of the Company for the year ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis. The ability of the Company to continue as a going concern depends upon the timely recovery from debtors and future business plan. Management of the Company is hopeful of recovery of dues from debtors and the measures taken by the Company will result in controlling the operating deficits.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956: Nil

Particulars regarding conservation of energy and technology absorption: NIL

Foreign exchange earnings and outgo: NIL

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding Compliance of conditions of Governance are made part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement, Audited Consolidated Financial Statements of subsidiary companies form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and co-operation extended to us by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

For and on behalf of the Board of Directors

Sd/- (T. Mohandas Pai) Chairman & Whole-time Director

Place : Manipal Date : 26-07-2011

---

Mar 31, 2010

The Directors present their THIRTY NINTH ANNUAL REPORT and Audited Statement of Accounts for the year ended 31st March, 2010.

(Rs. in 000s)

FINANCIAL RESULTS 31 st March 31st March 2010 2009 Income from Operations 6,09,57 5,03,20 Other Income 17,52 83,26

Write back of provisions 12,17,30 4,99,53

Total Income 18,44,39 10,85,99

Less: Operating Expenses 1,54,16 2,28,29

16,90,23 8,57,70

Less: Interest 21,67 27,60

Profitf(Loss) before Depreciation 16,68,56 8,30,10

Less: Depreciation 8,76 36,73

Profit/(Loss) after Depreciation 16,59,80 7,93,37

Less: Bad debts written off 26,87 77

Profit/(Loss) before Tax 16,32,93 7,92,60

Less: Fringe Benefit tax 1,57

Less: Provision for Income Tax 30,00

Profit/(Loss) after Tax 16,02,93 7,91,03

Add : (Loss) brought forward (40,85,15) (48,76,18)

(Loss) carried forward (24,82,22) (40,85,15)

REVIEW OF OPERATIONS

The Company is continuing the fee based activities like Insurance Agency for both Life and General Insurance and also providing other services like collection of telephone bills for Telephone Service Provider. Besides, the company is focusing on collecting overdues from HP/Lease/Loans/Bills discounted parties.

During the year under review the Company has earned income of Rs.6.27 Crores (Rs.5.86 Crores in the corresponding period of the previous year) from recovery of overdues from HP/Lease/Bills Discounting/ Loan Parties, Commission from insurance related activities, service charges earned from telephone bill recovery services etc., which also includes dividend and interest earned. The operating expenses incurred during the reporting period was Rs.1.54 Crores as against Rs.2.28 Crores in the previous year. Consequent to the recovery of demerger receivables of Rs.16.00 Crores provisions made earlier to the extent of Rs.12.17 Crores (Pevious Year Rs.4.99 Crores) was written back.

DIVIDEND

Since the Company has carried forward losses in the current year also, the Directors express their inability to declare Dividend.

SCHEME OF ARRANGEMENT

During the period under review, your Company has successfully completed the repayment of fifth installment of Public Deposits, Debentures & Subordinated Debts amounting to Rs.28.70 Crores and thereby repaid the entire principal amount as envisaged in the Scheme sanctioned by the Hon. High Court of Karnataka. The 6th and final installment pertaining to payment of interest accrued upto 15072002 amounting to Rs. 13.80 Crores as envisaged in the Scheme has already been commenced and would be completed by 30th June, 2010. Investors are required to lodge with the Company the original Certificates/Bonds of investment to claim the interest accrued. Letters have been sent to all the investors informing them the requirement of lodging the original Certificates for claiming the interest accrued. Those investors who have already submitted the certificates have been paid the 6th Instalment and arrangement is in place to make payment to such of the investors as and when the original certificates are lodged with the Company.

INSURANCE BUSINESS

During the year under report Company continued its corporate agency arrangement with Bajaj Allianz General Insurance Company Ltd. The Corporate Agency arrangement with Life Insurance Corporation of India also continued during the year.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956 the Audited Statement of Accounts along with reports of the Board of Directors and Auditors of your Companys subsidiaries, namely, Manipal Hotels Ltd. and Manipal Properties Ltd. are annexed.

DIRECTORS

Mr. H. N. S. Rao retires in the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2A) of the Companies

Act, 1956, your Directors confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

ii) appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit of the company for the year ended as on that date;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis. The ability of the Company to continue as a going concern depends upon the timely recovery from debtors and future business plan. Management of the Company is hopeful of recovery of dues from debtors and the measures taken by the Company will result in controlling the operating deficits.

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956: NIL Particulars regarding conservation of energy and technology absorption: NIL Foreign exchange earnings and outgo: NIL

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Mumbai, the Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditors Certificate regarding Compliance of conditions of Governance are made part of this Report.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Clause 32 of the Listing Agreement, Audited Consolidated Financial Statements of subsidiary companies form part of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the services and cooperation extended to us by our Bankers, Investors and Members of Staff of the Company, during the year under report. Your directors also wish to thank the shareholders for their support.

For and on behalf of the Board of Directors

Sd/ Sd/

Place: Manipal (T. Mohandas Pai) (H. N. S. Rao)

Date : 17062010 Wholetime Director Director