Moongipa Capital Finance Ltd.
|BSE: 530167||Sector: Financials|
|NSE: N.A.||ISIN Code: INE153K01018|
|BSE 14:42 | 09 Mar||9.25||
|NSE 05:30 | 01 Jan||Moongipa Capital Finance Ltd|
Moongipa Capital Finance Ltd. (MOONGIPACAPITAL) - Director Report
Company director report
To the members
Your directors take pleasure in presenting the 29th Annual Report together with AuditedStatement of Accounts of your Company for the year ended 31st March 2016.
The highlights of your companys financial results for the financial year underreview are summarized below:
Your Directors have decided not to recommend any dividend for the financial year underreview due to continuous losses and to conserve resources.
During the year under review revenue account shows a Loss of ? (16.08) lakhs asagainst the Profit of ^ 2.41 lakhs in the last financial year. However the directors areconfident and hopeful to improve the position in the current financial year.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business during the year.
RBI PRUDENTIAL NORMS
Your Company continues to comply with all the guidelines issued by Reserve Bank ofIndia to the extent as applicable to the Company.
MANAGEMENTS DISCUSSION AND ANALYSIS
The report on Management Discussion and Analysis as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is enclosed to this report.Certain statements in that section may be forward-looking. Many factors may affect theactual results which could be different from what the Directors envisage in terms of thefuture performance and outlook. Report is annexed herewith as Annexure-A.
Your company has not invited or accepted any deposits either from the public or fromthe shareholders of the Company during the period under review and as such no amount ofprincipal or interest was outstanding on the date of the Balance Sheet.
TRANSFER OF RESERVES
Your Company does not propose to transfer any amount.
There is no change in the Authorized Issued Subscribed and paid up share capital ofthe Company during the period under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDERSECTION 186.
Since your company is a non-banking finance company registered with Reserve Bank ofIndia engaged in the business of acquisition of securities in the ordinary course of thebusiness the provision of Section 186 of the Companies Act2013 .
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONS WHO WERE APPOINTED/RESIGNED DURING THEYEAR.
COMPOSITION OF THE BOARD
The Board of Directors comprises 4(Four) directors out of which 1 Executive and 3 NonExecutive.
Mr. Sanjay Jain (DIN: 0096938) director of your company retires by rotation and beingeligible offers himself for reappointment.
Mrs. Pooja Jain (DIN: 00097037) was appointed as an additional director and whole timedirector of the company by the board with effect from 14th October 2015. Mrs. Pooja Jain(DIN: 00097037) shall hold office upto the date of ensuing Annual General Meeting. Thecompany has received a notice in writing along with requisite deposit pursuant to Section160 of Companies Act2013 proposing appointment of Mrs. Pooja Jain (DIN: 00097037)asdirector of the Company. Your Board has recommended appointment of Mrs. Pooja Jain (DIN:00097037) as whole time director of the company for a period of 5(five) consecutive yearswith effect from the conclusion of 29th Annual General Meeting.
Mrs. Jyoti Mehta (DIN: 06859880) was appointed as an additional director andIndependent Director of the Company by the board with effect from 26th November 2015.Mrs. Jyoti Mehta (DIN: 06859880) shall hold office upto the date of the ensuing AnnualGeneral Meeting. The company has received a notice in writing along with requisite depositpursuant to Section 160 of Companies Act2013 proposing appointment of Mrs. Jyoti Mehta(DIN: 06859880) as Independent director of the company. Your Board has recommendedappointment of Mrs. Jyoti Mehta (DIN: 06859880) as Independent Director of the company fora period of 5(five) consecutive year with effect from the conclusion of 29th AnnualGeneral Meeting.
Mr. Shameem Alam (07139831) Due to pre-occupation and other commitments Mr. ShameemAlam as an Independent Director stepped down from the Directorship with effect from 26thNovember 2015. The Board expresses deep gratitude and appreciation for the co-operationand contribution extended by him during his tenure as director of the Company.
Mr. Shyam Kumar Sharma (00097065) Due to pre-occupation and other commitments Mr.ShyamKumar Sharma as an Whole Time Director stepped down from the Directorship with effect from14th October 2015 from the Board of Directors. The Board expresses deep gratitude andappreciation for the co-operation and contribution extended by him during his tenure asdirector of the Company.
In terms of Section 203 of the Act the Board has designated the following persons asKey Managerial Personnel of your Company
Mrs. Pooja Jain Whole Time Director
Mr. Rakesh Kumar Jain Company Secretary & Compliance Officer
Mr. Vikas Sharma Chief Financial Officer
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors namely Mrs. Jyoti Mehta (DIN: 06859880) & Mrs. PreetiSrivastava (DIN: 07035595) have given their declarations that they meet the criteriarequirements under Section 149(6) of the Companies Act 2013 and that they qualify to bean Independent Directors pursuant to Rule 5 of the Companies (Appointment andQualification of Directors) Rules2014. The Independent Directors have also confirmed thatthey meet the requirements of Independent Directors as outlined under Regulation 16(1)(b)of the Listing Regulations.
A Calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year total 11 Board Meetings and 5 Audit Committee Meetings were convened and held Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the CompaniesAct2013.
DETAILS OF POLICIES
I. Nomination and Remuneration Policy
The Board has on the recommendation of the nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Companys Remuneration Policy is available on the Companyswebsite www.mongipa.com and the same is attachedherewith as Annexure-B.
II. Risk Management Policy
Business Risk evaluation and Management is an ongoing process within the Organization.The Board has framed a Risk Management Policy for the Company. The Company has in place amechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis.
At present the company has not identified any element of risk which may threaten thebusiness (or) existence of the Company.
III. Whistle Blower Policy-Vigil Mechanism
Your Company has formulated a Vigil Mechanism Policy with a view to provide a mechanismfor employees and directors of the Company to approach the Chairman of the Audit Committeeto ensure adequate safeguards against victimization. This policy would help to create anenvironment wherein individuals feel free and secure to raise an alarm whenever anyfraudulent activity takes place or is likely to take place. It will also ensure thatcomplainant(s) are protected from retribution whether within or outside the organization.The detail of establishment of the Vigil Mechanism Policy is available on the Company'swebsite www.mongipa.com and the same is attachedherewith as Annexure-C.
Pursuant to Regulation 34(3) of the SEBI Regulation 2015 the Management Discussion andAnalysis Corporate Governance Report Auditors Certificate regarding compliancewith conditions of Corporate Governance are made a part of this Annual Report. Thecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is annexed to the Report on Corporate Governance.
Your Companys philosophy on Corporate Governance envisages the highest level oftransparency accountability and equity in all facets of its operations as well as in allinteractions with its stakeholders including Shareholders. Lenders and RegulatoryAuthorities.
a) Statutory Auditors:
The members of the company at the 27th Annual General Meeting held on 4thSeptember2014 had approved the appointment of M/s Saxena & Saxena CharteredAccountant (Firm Regn No: 006103N) for a term of 3 years i e. from the conclusion of 27thAnnual General Meeting upto the conclusion of 30th Annual General Meeting of the company.Pursuant Role 3(7)of Companies (Audit and Auditors) Rules2014 the aforesaid appointmentneeds to be ratified by the members at the ensuing Annual General Meeting . Accordinglythe appointment of M/s Saxena & Saxena Chartered Accountant (Firm Regn. No.:006103N) as the Statutory Auditors of the company placed from ratification by theshareholders. In this regard the company has received a certificate from the Auditors tothe effect that if they reappointed their appointment is within the prescribedlimitsunder Section 141 of the Companies Act 2013.
b) Internal Auditors:
The Company has appointed M/s R. Mahajan & Associates (Firm RegistrationNumber-0011348N) Chartered Accountants as their Internal Auditors to carry out theInternal Audit of various operational areas of the Company.
c) Secretarial Auditors and Secretarial Audit Report:
The Board had appointed M/s Anjali Yadav & Associates Company Secretaries(Membership No.: 6628 and C.PNo.:7257) to carry out Secretarial Audit under the provisionof Section 204 of the Companies Act2013 for the financial year ended on 31st March2016.The Report of Secretarial Auditor is annexed to this report as Annexure-D.
The observations of the Auditors and the relevant notes on the accounts areself-explanatory & therefore do not call for any further comments.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE INCOME/OUTFLOW
a. Conservation of Energy
Your Company is not a power intensive unit. However proper measures have been taken bythe board to conserve energy through administrative system and procedures. Improvement inmethods and techniques of energy conservation and optimal utilization of energy in alloperations has continual to be a focus area.
b. Power& Fuel Consumption
The operations of Company are not power intensive. Therefore no comments are required.
c. Technology Absorption
The provision of Clause B of Rules of Companies (Accounts) Rules 2014 are notapplicable as the Company has not imported any technology during the year under review.
d. Foreign Exchange
There is no foreign exchange transactions entered into by the company for the yearunder review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS AS PER SECTION 188(1)
All the related party transactions are entered at arms length basis in theordinary course of business and as in compliance with the applicable provisions of theCompanies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. There are no materially significant related party transactions made bythe company with Promoters Directors or Key Managerial Personnel etc. Which may havepotential conflict with the interests of the company at large or which warrants theapproval of the shareholders Accordingly no transaction as being reported in form AOC-2in terms of Section 134 of the Companies Act 2013. However the details of thetransactions with the related party are provided in the Companys FinancialStatements in accordance with the Accounting Standards. The policy on related partytransactions as approved by the board is available on companys website
The information required pursuant to Section 197 read with Rules of the Companies/Appointment and remuneration of Managerial Personnel Rules 2014 is given in theAnnexure-E . There are no employees who is paid remuneration excess of limits specifiedunder Rules of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given in Annexure E which form part of this report.
DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENTDIRECTOR VIS-A-VIS THE COMPANY.
There are no pecuniary relationships or transactions of the non executive independentdirector vis-a-vis the company for the financial year ending 31.03.2016.
Pursuant to the provisions of the Companies Act2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees.
While independent directors in their separate meeting have carried out to assess theperformance of Chairman and other Directors of the Board more particularly about theirbusiness acumen and contribution to the Company the performance evaluation of theIndependent Directors was carried outbythe entire Board.
The Independent Directors expressed their satisfaction with the evaluation processfunctioning such as adequacy of the composition of the Board of Directors and itsCommittees Board culture execution and performance of duties obligationsresponsibilities and governance.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has a proper and adequate internal control system to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thosetransactions are authorized recorded and reported correctly.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
No orders were passed by the Regulators or Court or Tribunal during the year impactingon the going concern status and the Companys operation in future.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure - F
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The Company has not received any complaint ori sexual harassment during the financialyear ended on 31.03.2016.
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
The Company does not have any subsidiary joint venture or associate company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Directorshereby confirm:
i) That in preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
ii) That they have selected such accounting policies which and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true & fair view of the state of affairs of the company at the end of financialyear and the profit & loss of the company for the same.
lii) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv) They have prepared the annual accounts on a going concern basis.
v) They have laid down internal financial controls the company that are adequate andwere operating effectively.
vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Transfer of Amounts to Investor Education and Protection Fund.
No amount was lying unpaid or unclaimed for a period of seven years. Therefore fundswere required to be transferred to Investor Education and protection Fund (IEPF).
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE Limited where the Companys Shares are listed.
CORPORATE SOCIAL RESPOSIBILITY
The Company is not required to constitute Corporate Social Responsibility Committee asit does not fall within purview of Section 135(1) of the Companies Act2013 and hence itis not required formulate policy on Corporate Social Responsibility.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
To familiarize the Independent Directors with the strategy operations and functions ofour Company the executive directors Senior Managerial Employees intimate to theIndependent Directors the Companys Strategy operations market finance qualityetc. Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment entering his /her role functions duties andresponsibilities as a director.
CASH FLOW STATEMENT
The cash flow Statement for year ended 31st March2016 in conformity in its theprovisions of Companies Act2013 and SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is annexed herewith.
DETAILS OF FRAUD IF ANYREPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRALGOVERNMENT)
No fraud / misconduct was detected at the time Statutory Audit by Auditors of theCompany for the financial year ended on 31st March2016.
Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those Members whose email address is available with Company. Your Companywould encourage other Members also to register themselves for receiving Annual Report inthe electronic Report form.
WTD & CFO CERTIFICATION
Certificate from Mrs. Pooja Jain (DIN: 00097037) Whole Time Director & Mr. VikasSharma Chief Financial Officer pursuant to Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year 2015-16was placed before the Board of Directors of the Company at its meeting held on May 302016 and also forms part of Report on Corporate Governance
Your directors would like to express their appreciation and gratitude to thecompanys Business Associates Bankers valued clients Association of Leasing &Finance companies Government agencies as well as shareholders.
Your directors also take the opportunity to place on record their deep sense ofappreciation of the devoted and dedicated services provided by the employees at alllevels and also their contribution towards companys continuing success.