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Mudit Finlease Ltd.

BSE: 531919 Sector: Financials
NSE: N.A. ISIN Code: INE220D01010
BSE 15:24 | 08 Feb 64.30 -3.25
(-4.81%)
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64.30

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64.30

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 64.30
PREVIOUS CLOSE 67.55
VOLUME 100
52-Week high 67.55
52-Week low 53.00
P/E 27.02
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 64.30
Sell Qty 35.00
OPEN 64.30
CLOSE 67.55
VOLUME 100
52-Week high 67.55
52-Week low 53.00
P/E 27.02
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 64.30
Sell Qty 35.00

Mudit Finlease Ltd. (MUDITFINLEASE) - Director Report

Company director report

Dear Members

Your Directors present the 29th Annual Report of your Company together withthe Audited Annual Accounts for the financial year ended 31st March 2017.

FINANCIAL HIGHLIGHTS

Particulars

Financial Year ended

(Amount in Rupees)

31st March 2017 31st March 2016
Total Income 18593365 139159823
Total Expenditure 14569653 140230993
Profit/ (Loss) before tax 4023712 (1071170)
Profit/ (Loss) after tax 2923846 (70127)
Paid-up Share Capital 50909000 50909000
Reserves and Surplus 22782995 19859149

OPERATING HIGHLIGHTS

During the year under review total revenue of the Company is Rs. 185.93 Lakh (Previousyear Rs. 1391.60 Lakh). The Company incurred a profit of Rs. 29.24 Lakh after taxes(Previous year loss of Rs. 0.70 Lakh). Depreciation for the year was Rs. 54.71 Lakh(Previous year Rs. 39.13 Lakh).

Your Directors are positive about the Company's operations and making best efforts toimplement the cost reduction measures to the extent feasible.

COMPANY'S AFFAIRS

The Company (registered with the Reserve Bank of India (RBI) as a Non-Banking FinancialCompany) engaged mainly in the business of providing Secured and Unsecured Loans &Advances and investing in securities both quoted and unquoted and renting & leasingof movable and immovable properties. The Company offers specialized solutions for meetingspecific liquidity requirements with technical insights into capital markets.

DIVIDEND

It is endeavor of your Company to make optimum use of its funds for ongoing setupExpansion and Working Capital requirements. Keeping in mind the aforesaid factors yourDirectors have decided not to recommend any Dividend for the year ended 31stMarch 2017.

SHARE CAPITAL

There is no change in the Equity Share Capital of the Company during the financial yearunder review.

FIXED DEPOSITS

The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014. There are no deposits which are outstanding as on 31stMarch 2017.

LISTING AGREEMENT

The Company entered into Listing Agreement with BSE Limited. The Company has alreadypaid listing fees for the financial year 2017-18 to the BSE Limited. The Company is alsolisted on Delhi Stock Exchange (Inoperative Stock Exchange).

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of Loans and Guarantees are provided in the financial statements (pleaserefer the Note 10 and 13 to the financial Statements).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of business.

TRANSFER TO RESERVES

The Company has transferred an amount of Rs. 584769 to the special reserve u/s 45-ICout of current year's profit and also complied the applicable provisions prescribed underthe Special reserves u/s 45-IC of the RBI Act1934.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

INTER-SE TRANSFERS OF SHARES

During the year under review there has been a inter se transfer of equity sharesbetween Mr. Pavel Garg and his sons namely Mr. Shashank Garg and Mr. Shivank Gargconsequently the Company has now 2 more promoters in its promoter group.

The motive behind the above transfers is that Mr. Pavel Garg is making his nextgeneration as stakeholder in the Company to introduce his sons for the growth knowledgecontribution and cooperation the in business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Declaration by Independent Directors

All independent directors have given declarations under section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under section 149(6) ofthe Companies Act 2013 and the SEBI LODR Regulations.

• Evaluation of the performance of the Board

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration committee andStakeholders Relationship Committee.

The Independent Directors at a separate meeting evaluated performance ofnon-independent directors performance of the Board as a whole and performance of theChairperson of the Company.

• Inductions

During the year under review there has not been any appointment of new Director(s) inthe Board of the Company.

• Retirement/Re-appointment

In terms of Section 152 of the Companies Act 2013 Sh. Pavel Garg (DIN: 00085167) whoretires by rotation at the ensuing AGM offered himself for reappointment.

None of Independent Directors will retire at the ensuing Annual General Meeting.

• Resignation

During the year under review there has not been any resignation of Director(s) fromthe Board of the Company.

• Disclosure of Relationships Between Directors Inter-Se

Shri Pavel Garg Director and Smt. Poonam Garg Director are directly related to eachother. As Smt. Poonam Garg is a wife of Mr. Pavel Garg.

• Key Managerial Personnel

Shri. Chandra Kishore Aggarwal Company Secretary and Smt. Lalita Katewa ChiefFinancial Officer of the Company are the Key Managerial Personnel ("KMP") of theCompany.

There are no changes in the KMP during the year under review.

• Director's Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departure.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.

COMMITTEES OF THE BOARD

There are currently three committees of the Board as following:

• Audit Committee

The Audit Committee of the Company has been reconstituted on 11th November2016. The Audit Committee of the Company reviews the reports to be submitted with theBoard of Directors with respect of auditing and accounting matters. It also supervises theCompany's financial reporting process

The Audit Committee Comprises of 3 directors. The Composition of the Audit Committee isas under:

S.No. Name Category Designation
1 Shri Sushil Chandra Mehrotra Independent Director Chairman
2 Shri Yegnanarayanan Hari Shankar Independent Director Member
3 Smt. Poonam Garg Non Executive Director Member

• Nomination and Remuneration Committee

The Company has been reconstituted Nomination and Remuneration Committee on 11thNovember 2016 and presently the Remuneration committee comprises of 3 (three) Directors.

The composition of the Nomination and Remuneration Committee is as under:

S.No. Name Category Designation
1 Shri Sushil Chandra Mehrotra Independent Director Chairman
2 Shri Yegnanarayanan Hari Shankar Independent Director Member
3 Smt. Poonam Garg Non Executive Director Member

• Stakeholders Relationship Committee

The Board has a Stakeholders Relationship Committee. The Committee inter-alia dealswith various matters relating to:

• Transfer/transmission of shares;

• Issue of duplicate share certificates;

• Investors' grievances and redressal mechanism and recommend measures to improvethe level of investor services.

Details of shares transfer/transmission approved by the Committee andShareholders'/Investors' grievances are placed at the Board Meetings from time to time.

S.No. Name Category Designation
1 Shri. Yegnanarayanan Hari Shankar Independent Director Chairman
2 Shri Sushil Chandra Mehrotra Independent Director Member
3 Shri. Pavel Garg Director Member

MEETINGS OF THE BOARD AND COMMITTEES

During the year Six Board Meetings and Four Audit Committee Meetings were convened andheld. The details of which are given as under. There was no event occurred during the yearfor holding the meeting of Nomination and Remuneration Committee and StakeholdersRelationship Committee.

Sr. No. Date Sr. No. Date
Board Meetings Audit Committee Meetings
1. 30th May. 2016 1. 30th May. 2016
2. 09th August 2016 2. 09th August 2016
3. 11th November 2016 3. 11th November 2016
4. 15th November 2016 4. 13th February 2017
5. 13th February 2017
6. 31st March 2017

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

• Policy on Directors' Appointment and Remuneration

The current policy is to have a appropriate mix of Executive and Independent directorsto maintain the independence of the board separate its function of Governance andManagement. As on 31st March 2017 the Board consists of 4 members one of whomexecutive director one is non executive director and other two are independent Directors.The Board periodically evaluates the need for change in its composition and its size.

The policy of the company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the companies Act2013 adopted by the Board is appended as "Annexure A" to the Board'sReport. We affirm that remuneration paid to the directors is as per the terms laid out inthe remuneration policy of the company.

SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/JOINT VENTURES

The Company do not have any subsidiary joint venture or associate Company hence noneed to state anything about the same.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members ofthe Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Company's website. The Code lays down thestandard procedure of business conduct which is expected to be followed by the directorsand the designated employees in their business dealings and in particular on mattersrelating to integrity in the work place in business practices and in dealing withstakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

VIGIL MECHANISM// WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.muditfinlease.com and is displayed on the website of the Company athttp://muditfinlease.com/wp-content/uploads/2015/04/Vigil_Mechanism_Whistle_Blower_Policy.pdf

RISK MANAGEMENT AND POLICY

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has implementedRisk Management Policy which is available on Company's website athttp://muditfinlease.com/wp-content/uploads/2017/08/Risk- Management-Policy.pdf and theBoard of Directors has prepared a comprehensive framework of risk management forassessment of risks and to determine the responses to these risks so as to minimize theiradverse impact on the organization.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and certain designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code. The Code is uploaded on Company's website athttp://muditfinlease.com/wp-content/uploads/2017/08/Code-of-Conduct-of-Insider-Trading.pdf

AUDITORS

• Statutory Auditors

M/s. G. K. Kedia & Co. Chartered Accountants New Delhi having Firm RegistrationNo. 013016N retires at the conclusion of the ensuing Annual General Meeting and beingeligible offer themselves for re-appointment.

• Auditors' Report

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatoryand do not require any further clarification.

• Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Vikas Kumar Sharma Company Secretary to undertake the Secretarial Audit ofthe Company for financial year 2016-17. The Secretarial Audit Report is annexed herewithas "Annexure B".

• Internal Auditor

The Board of Directors of your company has appointed M/s Deep Singhal & AssociatesChartered Accountants as an internal auditors of the company and his report is reviewed bythe Audit Committee from time to time.

PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank ofIndia and has filed the required returns.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Conservation of Energy & Technology Absorption: The Company being anon-banking finance company (NBFC) does not have any manufacturing activity. Thedirectors therefore have nothing to report on 'conservation of energy and technologyabsorption'.

b. Export Activities: There was no export activity in the Company during the yearunder review. The Company has no immediate plans for export in the near future as well.

c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings andoutgo during the year under review.

RELATED PARTY TRANSACTIONS

All the Related Party Transactions are entered into by the Company at arm's lengthbasis in the ordinary course of business and are in compliance with the applicableprovisions of the Act and the SEBI LODR Regulations and the Company's Policy on RelatedParty Transactions. During the financial year 2016-17 the Company did not enter into anymaterial related party transactions i.e. transactions exceeding ten percent of theconsolidated turnover as per the last audited financial statements. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) (h) of the Actin Form AOC 2 is not applicable.

The policy on Related Party Transactions as approved by the Board is displayed on thewebsite of the Company athttp://muditfinlease.com/wp-content/uploads/2015/04/Policy_on_Related_Party_Transactions.pdf

SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual harassment policy in line with therequirements of the sexual harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.

During the Year 2016-17 no complaints were received by the Company related to sexualharassment.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as stipulated under Regulation 34 of the SEBI LODRRegulations is not applicable to the Company. Since no initiative with respect toenvironmental social etc has been taken.

CORPORATE GOVERNANCE

Since the Company having paid-up capital and net worth less than the thresholdprovided under Regulation 15(2) of SEBI LODR Regulations. Hence the Company need notrequired to address Reports on Corporate Governance certificate/s from either theauditors or practicing company secretaries regarding compliance of conditions of corporategovernance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges is presented in a separate section formingpart of the Annual Report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) of the Companies Act 2013 the details forming partof the extract of the Annual Return in form MGT-9 is annexed herewith as "AnnexureC".

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility shall not be applicable to companies having net worth not exceeding Rs. 500Cr or turnover not exceeding Rs. 1000 Cr or net profit not exceeding Rs. 5 Cr or moreduring any financial year as on the last date of previous financial year. In thisconnection we wish to inform you that in respect of our company as on the last auditedbalance sheet as at 31st March 2017 neither the net worth exceeds Rs. 500 Crnor turnover exceeds Rs. 1000 Cr nor net profit exceeding Rs. 5 Cr. Hence the provisionsof Companies Act 2013 regarding Corporate Social Responsibility would not be applicable.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company forms part of this report and annexed herewith as "AnnexureD". In terms of Section 136 of the Act the reports and accounts are being sentto the members and others entitled thereto including the information on employees'particulars which is available for inspection by the members at the Registered office ofthe company at all working days except Saturdays between 11 A.M. to 01:00 P.M. up to thedate of Annual General Meeting. If any member is interested in inspecting the same suchmember may write to the company secretary in advance.

DISCLOSURES UNDER THE ACT

* Significant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting going concern status and company's operations in future.

* Material changes and commitments affecting the financial position of the Companyafter the close of financial year

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. 31stMarch 2017 and the date of the Directors' Report.

* Change In The Nature of Business

There were no changes in the nature of the Business during the Financial Year ended 31stMarch 2017.

* Reporting of Frauds by Auditors

There were no frauds reported by auditors as per Section 134(3) and Section 143(12) ofthe Act.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors take this opportunity to thank the Company's customers shareholdersinvestors suppliers bankers financial institutions and Central & State Governmentsfor their consistent support to the Company. The Directors also wish to place on recordtheir appreciation to employees at all levels for their hard work dedication andcommitment.

For and on behalf of the Board
For Mudit Finlease Limited
Date: 30th May 2017 Poonam Garg Pavel Garg
Place: New Delhi (Director) (Director)
(DIN: 00085201) (DIN: 00085167)