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Mega Fin (India) Ltd.

BSE: 532105 Sector: Financials
NSE: N.A. ISIN Code: INE524D01015
BSE 05:30 | 01 Jan Mega Fin (India) Ltd
NSE 05:30 | 01 Jan Mega Fin (India) Ltd

Mega Fin (India) Ltd. (MEGAFININDIA) - Director Report

Company director report

Dear Members

Your Directors are hereby present their 39th Annual Report together with the AuditedAccounts for the financial year ended 31st March 2021.

1. RESULTS OF OUR OPERATIONS

Summarized Standalone Financial Results- Mega Fin (India) Limited

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
(Rs.) (Rs.)
Income 2338360 2252895
Expenditure 1671187 2144525
Profit/(Loss) Before Depreciation and Tax 667173 (705590)
Profit/(Loss) Before Tax and Exceptional Items 667173 (705590)
Exceptional Items (Net) Nil Nil
Prior period Items(Net) Nil Nil
Profit/(Loss) After Tax 667173 (705590)

i.) Results of operations:

During the year under review your Company has reported a total income of 2338360 ascompared to 2252895 for the previous year. Further your Company has reported profit of667173 as compared to the loss of 705590 in previous year.

ii.) Dividend

In view of accumulated losses your Directors regret their inability to recommenddividend for the financial year ended 31st March 2021.

iii.) Particulars of loans guarantees or investments by company

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements under thisreport.

iv.) Fixed Deposits

The Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 read with the Companies (Acceptance of deposits) Rules 2014.

v.) Particulars of Contracts or arrangements made with related party (ies)

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of sections188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no material related party transactions during the year underreview with Promoters Directors or Key Managerial Personnel. The

Company has developed a Related Party Transactions framework through StandardsOperating Procedures for the purpose of identification and monitoring of suchtransactions.

All Related Party Transactions are placed before the Audit Committee as also before theBoard for approval. Omnibus approval was obtained on a quarterly basis for transactionswhich are of repetitive nature. Transactions entered into pursuant to omnibus approval areaudited and a statement giving details of all Related Party Transactions are placed beforethe Audit Committee and Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company. The web link of the same has been provided in theCorporate Governance Report. None of the Directors has any pecuniary relationship ortransactions vis--vis the Company.

vi.) Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

vii.) Share Capital

The paid- up equity share capital of the Company as at March 31 2021 stood at Rs.81755000/- (Rupees Eight Crore Seventeen lakhs Fifty Five Thousand only).

I.) BUSINESS AND FUTURE OUTLOOK:

i.) Business

Mega Fin (India) Limited (MFIL) is a part of the India's private sector financialservices companies the Shares of the Company are listed on Bombay Stock Exchange(BSE).The Company is a core investment Company & has interests in financing andadvancing short term and long term loans and credits to individuals companies orassociation of individuals by whatever name called; merchant banking; commercialfinancing; stock broking; other activities in financial services.

ii.)Subsidiaries and Associates

Your Company does not have any Subsidiary Company or Associate Company as on 31stMarch 2021.

II.) CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations.

The Company has been following the principles of good Corporate Governance over theyears and lays strong emphasis on transparency accountability and integrity. SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 entered into with BSEa separate section on Corporate Governance forms part of this Annual Report.

i.) Number of meetings of the Board

During the year Five Meetings were held. The details of the meetings of the Board heldduring the financial year 2020-21 forms part of the Corporate Governance Report. Theintervening gap between any two meetings did not exceed 120 days as prescribed byRegulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and the Companies Act 2013.

ii.)Committees of the Board

Currently the Board have 4 Committees namely Audit Committee Nomination andRemuneration Committee Share Transfer Investor Grievances & StakeholdersRelationship Committee and Committee of Directors A detailed note on Board and itscommittees is provided under the corporate governance section to this annual report.

iii.) Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage difference in thought perspectivesknowledge skill regional and industry experience cultural and geographical background.The Board has adopted the Policy on Board Diversity which sets out the approach todiversity of the Board of Directors and the same is available on our websitewww.megafinindia.com.

iv.) Remuneration and Nomination Policy

The Board of Directors of the Company has an optimum combination of Promoter Directorand Non-Executive Independent Directors who have knowledge of the business and industry.The composition of the Board is in conformity the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges and Companies Act 2013. TheBoard of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Policy Personnel and Senior Management of theCompany. This Policy also lays down criteria for selection and appointment of BoardMembers.

v.) Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

vi.) Board evaluation

The Board has carried out an annual evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Committees in the manner asenumerated in the Nomination and Remuneration Policy in accordance with the provisions ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 mandates that the Board shall monitor and review the Board evaluationframework. A structured questionnaire was prepared after taking into consideration of thevarious aspects of the Board's functioning composition of the Board and its Committeesculture execution and performance of specific Duties obligations and governance.

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of IndependentDirectors shall be done by the entire Board of Directors excluding the director beingevaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The performance evaluation of the Chairmanand the non-independent Director(s) was carried out by the Independent Directors. TheBoard of Directors expressed their satisfaction with the evaluation process.

Your Directors express their satisfaction with the evaluation process and inform thatthe performance of the Board as a whole its Committees and its member individually wereadjudged satisfactory. A detailed policy on board evaluation has been adopted by theCompany which is also available on the website of the Company www.megafinindia.com.

vii.) Programmes for familiarisation of Independent Directors

The details of programmes for familiarisation of Independent Directors with theCompany nature of the Industry in which the Company operates business model of theCompany and related matters are put up on the website of the Company i.e.http://megafinindia.com/downloads/Familiarisation%20Programmes.pdf

viii.) Appointment

During the year Ms. Mamta Saini was appointed as the Company Secretary of the Companyw.e.f 17th December 2020

And Mrs. Reena Mirza was appointed as Non-Executive Independent Director for a tenureof 5 consecutive years in the company w.e.f 17th December 2020.

ix.) Resignation

During the year Ms. Mandeep Chhabra Company secretary of the Company resigned w.e.f.30th July 2020.

And Mr. Mahesh Kumar Sharma Independent Director of the company resigned w.e.f 17thDecember 2020.

x.) Re-appointment

In accordance with the provisions of Section 152 (6) of the Companies Act 2013 and theCompany's Articles of Association Mr. Ajay S Mittal Director will be retire by rotationand being eligible offer himself for re-appointment at the ensuing Annual GeneralMeeting.

Brief details of the Director proposed to be appointed / Re appointed as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is provided inthe notice of the Annual General Meeting and forms an integral part of this Annual Report.

xi.) Directors responsibility statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013: a) In the preparation of the annual accounts for theyear ended 31st March 2021 the applicable accounting standards have been followed alongwith proper explanation relating to material departures if any;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the annual accounts have been prepared on a going concern basis;

e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

III.) AUDIT AND AUDITORS'

i.) Statutory Auditors'

Kankani Jain Chopra and Company Chartered Accountants Mumbai Statutory Auditors ofthe Company was appointed as Statutory Auditors of the Company for a period of five yearfrom the conclusion of 35th Annual General Meeting till the conclusion of 40th AnnualGeneral Meeting to be held in the year 2022. The requirement of Annual ratification ofAuditors' appointment at the AGM has been omitted pursuant to the

Companies Amendment Act 2017 notified on May 7 2018.

Auditors Report:

Qualifications in the Audit Report is as under:

We draw attention to Note 8 to the Standalone Financial Results in which the FinancialStatement have been prepared by the management on a going concern basis even though thecompany has substantial accumulated losses. Further as per Section 45-IA of the RBI Act1934 no Non-banking Financial company can commence or carry on business of a non-bankingfinancial institution without having a Net Owned Funds of Rs.200 Lakh. In Case of theCompany the NOE as come to less than Rs.200 Lakhs hence the company cannot continue as aNon-Banking Financial Company.

Management's response to the qualifications in the Audit Report is as under:

The Company is taking reasonable steps to improve the financial stability of theCompany and to continue as Non-Banking Financial Company.

ii.) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Aabid & Co Practising Company Secretaries toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is includedas Annexure-I to this Report.

Secretarial Standards Compliance

During the year under review the Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and approvedby the Central Government pursuant to Section 118 of the Companies Act 2013.

iii.) Significant and material orders passed by the regulators or courts

There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.

iv.) Internal control systems and their adequacy

Your Company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/ revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.

The Audit Committee actively reviews the adequacy and effectiveness of the internalcontrol systems and suggests improvements to strengthen the same. The Company has a robustManagement Information System which is an integral part of the control mechanism.

The Audit Committee Statutory Auditors and the Business Heads are periodicallyapprised of the internal audit findings and corrective actions taken by the management arepresented to the Audit Committee. To maintain its objectivity and independence theinternal Audit function reports to the Chairman of the Audit Committee.

IV) EXTRACT OF ANNUAL RETURN

In accordance with Section 92 and Section 134 of the Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014 an extract of AnnualReturn in Form No. MGT-9 has been placed on the website of the Company and can beaccessed at http://www.megafinindia.com

V) CORPORATE SOCIAL RESPONSIBILITY

Your Company sincerely believes that growth needs to be sustainable in a sociallyrelevant manner.

Today's business environment especially in India therefore demands that corporates playa pivotal role in shouldering social responsibility. Your Company is committed to itsendeavor in social responsibilities for benefit of the community.

VI) HUMAN RESOURCES

The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business. The Company has a structured induction process at alllocations and management development programs to upgrade skills of managers. Objectiveappraisal systems based on Key Result Areas (KRAs) are in place for senior managementstaff. The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Development. This is a part of

Corporate HR function and is a critical pillar to support the organization's growth andits sustainability in the long run.

Further statutory disclosures w.r.t. Human Resources are as under: i.) As required bythe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has formulated and implemented a policy on Sexual Harassment (Wiz asupdated on the website of the Company http://megafinindia.com/ ) at workplace with amechanism of lodging complaints. Its redressal is placed on the internet for the benefitof its employees. During the year under review no complaints were reported to the Board.

ii.) None of the Managerial personnel is being paid any remuneration and hence theinformation required under Section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is not relevant.

None of the employees listed is a relative of any director of the Company. None of theemployees hold (by himself or along with his spouse and dependent children) more than twopercent of the equity shares of the Company.

Key Managerial Personnel

Sl. No. Designation Name of Persons
1. Chief Executive Officer Mahesh Mhatre Gajanan
2. Company Secretary Mamta Saini w.e.f 17/12/2020
3. Chief Financial Officer Sonal Gupta

VII) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Companies Act 2013 forms part of Annual Report.

VIII) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 toreport genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may beaccessed on the Company's website i.e. http://megafinindia.com/goverance.html

IX) RISK MANAGEMENT

Your Company is well aware of risks associated with its business operations and variousprojects under execution. Comprehensively risk management system is being put in placeinvolving classification of risk adoption of risk mitigation measures and a strongmechanism to deal with potential risks and situation leading to rise of risks in aneffective manner. Senior Professionals conversant with risk management systems have beenentrusted with the said task with a brief to implement the risk management.

X) HEALTH SAFETY AND ENVIRONMENT:

As a responsible corporate citizen your Company lays considerable emphasis on healthsafety aspects of its human capital operations and overall working conditions. Thus beingconstantly aware of its obligation towards maintaining and improving the environment allpossible steps are being taken to meet the toughest environmental standards on pollutioneffluents etc. across various spheres of its business activities.

XI) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8 ofCompany (Accounts) Rules 2014 is not applicable to your Company. There neither were anyearnings nor outgo of Foreign Exchange.

XII) STATUTORY INFORMATION

The Business Responsibility Reporting as required by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges is not applicable toyour Company for the financial year ended March 31 2021.

XIII) LISTING:

At present the Company's Equity Shares are listed at BSE Limited and the Company haspaid Listing Fees to the above Stock Exchanges for the year 2021-2022.

XIV) IMPACT OF COVID-19

Impact in India:

COVID-19 Impact in India The Government of India imposed a nationwide lockdownbeginning in the last week of March 2020 which continued during the Financial Year2020-21 as part of its pandemic containment measures which put a majority of 1.3 billionpeople and domestic economic activities in suspended animation. The Covid-19 pandemic hashad a significant impact on lives livelihoods and the business. Operational challengesmounted due to restricted movement and disrupted supply lines during the first few monthsof the pandemic. As the second wave of the pandemic unfolds with predictions of a thirdwave in the offing our focus continues to be on our people's health & safety

Measures taken by Company:

The sheer uncertainty arising out of the extended lockdown supply chain disruptionsthe loss of migrant labor and the evolving regulation while restarting works may have amaterial adverse impact on the Company's operations. The Company is closely monitoring thesituation and will take all necessary measures in terms of mitigating the impact of thechallenges being faced in the business as may be required in the interests of allstakeholders. The process of remobilizing sites has started as per the prevailingguidelines in the respective states. The Company has been taking necessary precautionarymeasures at all its project site operations to contain the spread of COVID-19 as advisedby the Government and its Clients from time to time. The Company has also followed"Work from Home" policy for its employees and continues to follow the Governmentguidelines pertaining to re-opening of offices. The company also provided masks andsanitizers and compulsory checking of body temperatures were done of all the employees andstaff.

APPRECIATION

Your directors would like to thank and place on record their appreciation for thesustained support and co-operation provided by its Members Group entities and inparticular their employees regulatory authorities suppliers customers its banksfinancial institutions and other stakeholders.

Your directors would also like to place on record its sincere appreciation for theefforts put in by employees of the Company whose efforts hard work and dedication hasenabled the Company to achieve all recognitions during the year.

For and on behalf of the Board of Directors of
MEGA FIN (INDIA) LIMITED
Ajay S Mittal Shweta Atul Phanse
Director Director
DIN: 00226355 DIN: 07146218
Place: Mumbai
Dated: 06th August 2021

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