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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 37th Annual Report together with the AuditedAccounts for the financial year ended 31st March 2019.

1. RESULTS OF OUR OPERATIONS

I.) Summarized Standalone Financial Results- Mega Fin (India) Limited

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
(Rs.) (Rs.)
Income 2110846 12000
Expenditure 2153386 1603890
Profit/(Loss) Before Depreciation and Tax (42540) (1591890)
Profit/(Loss) Before Tax and Exceptional Items (42540) (1591890)
Exceptional Items (Net) Nil (47500)
Prior period Items(Net) Ni Nil
Profit/(Loss) After Tax (42540) (1639390)

II.) Summarized Consolidated Financial Results - Mega Fin (India) Limited and ItsSubsidiaries

Particulars Year Ended 31.03.2019 Year Ended 31.03.2018
Rs. Rs.
Income 2110846 12000
Expenditure 2164714 1624688
Profit/(Loss) Before depreciation and Tax (53868) (1612688)
Depreciation Nil Nil
Profit/(Loss) Before Tax and Exceptional Items (53868) (1612688)
Exceptional Items 0 47500
Prior Period Adjustments Nil Nil
Profit/ (Loss) for the year before tax (53868) (1660188)
Net Profit/ (Loss) for the year (53868) (1660188)

The consolidated Financial Statements of the Company are prepared in accordance withrelevant Accounting Standards viz. AS-21 AS-23 and AS-27 issued by the Institute ofChartered Accountants of India and forms part of this Annual Report.

i.) Dividend

In view of accumulated losses your Directors regret their inability to recommenddividend for the financial year ended 31st March 2019.

ii.) 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.

iii.) 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.

iv.) 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 aRelated Party Transactions framework through Standards Operating Procedures for thepurpose of identification and monitoring of such transactions.

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-a-vis the Company.

v.) 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.

vi.) Share Capital

The paid- up equity share capital of the Company as at March 31 2019 stood at Rs.91778500/- (Rupees Nine Crore Seventeen lakhs Seventy Eight Thousand Five Hundred only)

III.) 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 and advancingshort term and long term loans and credits to individuals companies or association ofindividuals by whatever name called; merchant banking; commercial financing; stockbroking; other activities in financial services.

ii.) Subsidiaries and Associates

Your Company has a subsidiary company namely Mega Capital Broking Private Limited as on31.03.2019.

During the year the Board of Directors reviewed the affairs of the subsidiary. Inaccordance with section 129(3) of the Companies Act 2013 we have prepared consolidatedfinancial statements of the Company which form part of the Annual Report. Further astatement containing salient features of the financial statement of our subsidiaries inthe prescribed format AOC-1 is appended as Annexure-I to the Board's Report.The Statement also provides the details of performance financial positions of each of thesubsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are available on our websitewww.megafinindia.com. These documents will also be available for inspection duringbusiness hours at the Registered Office in Mumbai India.

IV.) 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 theprinciples of good Corporate Governance over the years and lays strong emphasis ontransparency accountability and integrity. SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 entered into with BSE a separate section on CorporateGovernance forms part of this Annual Report.

i.) Number of meetings of the Board

During the year Four Meetings were held. The details of the meetings of the Board heldduring the financial year 2018-19 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 3 Committees namely Committee of Directors Audit CommitteeNomination and Remuneration Committee and Share Transfer Investor Grievances &Stakeholders Relationship Committee. A detailed note on Board and its committees isprovided 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.

The Board 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

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement & SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015a structured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.

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.

None of the independent directors are due for re- appointment.

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

Mr. Sharma was appointed as Additional Directors under the category of Non-ExecutiveIndependent Director effective 26th November 2018. The appointment of Mr. Sharma wasconfirmed by the shareholders at previous Annual General Meeting.

In accordance with Section 161 of the Act the aforesaid Directors hold office upto thedate of the ensuing Annual General Meeting of the Company and being eligible offer theircandidature for appointment as Directors. Your approval for their appointment as Directorsin the category of Non-Executive Independent Director has been sought in the Noticeconvening the ensuing Annual General Meeting of the Company.

ix.) Resignation

During the year Mr. Vinod Jain resigned from office of Directors effective 26thNovember 2018. The management place on record its appreciation for the services renderedand guidance provided by Mr. Vinod Jain during their tenure.

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.) Auditors' Certificate on corporate governance

A Certificate from a Practicing Company Secretary confirming compliance with theconditions of Corporate Governance & SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached as Annexure - B to Corporate GovernanceReport to this Report.

xii.) 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 the year ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto 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 theDirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; 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.

V.) 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 Act2017 notified on May 7 2018.

Auditors Report:

Qualifications in the Audit Report is as under:

The Financial statement have been prepared by the management on a going concern basiseven though the company has substantial accumulated losses its activity is stand stilland it has eroded its Net Worth in respect of which we are unable to express an opinionwhether the Company can now operate as a going concern or not.

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 revive the company.

ii.) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. Aabid & Co Practising Company Secretariesto undertake the Secretarial Audit of the Company. The Secretarial Audit Report isincluded as Annexure-II to this Report.

Modified Opinion:

As per Section 203 of Companies Act 2013 every listed company shall have the followingkey managerial personnel: i. Chief Executive Officer or manager ii. Company Secretary; andiii. Chief Financial Officer

Management response:

The Company has appointed Chief Financial officer Chief Executive Officer on 14th May2019 and Company Secretary of the Company on 26th November 2018

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.

v.) Extract of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand administration) Rules 2014 is included in this Report as Annexure- IIIand forms an integral part of this Report.

VI.) 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 thatcorporates play a pivotal role in shouldering social responsibility. Your Company iscommitted to its endeavor in social responsibilities for benefit of the community.

VII.) 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 functionand is a critical pillar to support the organization's growth and its sustainability inthe long run.

Further statutory disclosures w.r.t. Human Resources are as under:

i.) As required by the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has formulated and implemented a policy on SexualHarassment (Wiz as updated on the website of the Company http://megafinindia.com/ ) atworkplace with a mechanism of lodging complaints. Its redressal is placed on the internetfor the benefit of its employees. During the year under review no complaints werereported 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 Mandeep Chhabra
3. Chief Financial Officer Sonal Gupta

VIII.) 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

IX.) 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

X.) 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 been entrusted withthe said task with a brief to implement the risk management.

XI.) 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.

XII.) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

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.

XIII.) 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 2019.

XIV.) APPRECIATION

Your Directors wish to place on record their appreciation for the assistance supportand co-operation received from Government of India the State Governments and otherGovernment agencies and departments investors bankers financial institutions and allother stakeholders.

Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the executives staff and workers of the Company.

For and on behalf of the Board of Directors of

MEGA FIN (INDIA) LIMITED

Ajay S Mittal

Director

DIN: 00226355

Place: Mumbai

Dated: 5th September 2019