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Moongipa Capital Finance Ltd.
|BSE: 530167||Sector: Financials|
|NSE: N.A.||ISIN Code: INE153K01018|
|BSE 00:00 | 22 Feb||3.00||
|NSE 05:30 | 01 Jan||Moongipa Capital Finance Ltd|
Moongipa Capital Finance Ltd. (MOONGIPACAPITAL) - Director Report
Company director report
Your directors have pleasure in presenting the Thirty First (31st) Annual Reporttogether with the Audited Financial Statement of the Company for the Financial Year endedMarch 31 2018 ("FY 2018").
The highlights of your company's financial results for the financial year under revieware summarized below
(Amount in Rs.)
REVIEW OF BUSINESS OPERATIONS
During the year under review your Company achieved total revenue and Net profit of Rs.6726644 and Rs. 3564255 respectively as against total revenue and Net profit of Rs.7243.061 and Rs. 7121418 respectively during the previous financial year ended March31. 2017
Keeping in view long term interest of the company Your Directors do not recommend thepayment of dividend for the FY 2018.
LISTING OF SECURITIES
The Equity shares of the Company are presently listed on BSE Limited The Annual listingfees for the year 2018-19 ha\ been paid to the BSE Limited (Stock Exchange)
CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of the business during the year under review
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return as required under the Act in Form MGT - 9 is annexedherewith as Annexure "A" forming integral part of this Report
MANAGEMENT'S DISCUSSION AND ANALSYS
The report on Management Discussion and Analysis as required under Regulation 34 andschedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") is annexed to this report as Annexure "B". Certainstatements in the report may be forward-looking Many factors may affect the actualresults which could be different from what the Directors envisage in terms of the futureperformance and outlook
The Company has not invited or accepted any public deposit during the year under review
TRANSFER OF RESERVES
As per Section 45 (IC) of Reserve Bank of India Act. 1934 Company is transfer Rs.2839217 amount in Reserve.
The paid up equity share capital as on March 31 2018 was Rs. 30.548000 There was nopublic issue rights issue bonus issue or preferential issue during the year. The companyhas not issued shares with differential voting rights sweat equity shares not it hasgranted any stock options
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has not provided any loan guarantees Investment or securities underSection 186 of the Companies Act. 2013.
PARTICULARS OF EMPLOYEES DIRECTORS & KEY MANAGERIAL PERSONNEL
The details of Employees Directors and Key Managerial Personnel as required underSection 197 of the Act read with Companies (Appointment and Remuneration) Rules 2014 isannexed herewith as Annexure "C" forming integral part of this Report
DIRECTORS AND KEY MANAGERIAL PERSONS
The Company has Four Directors on its Board comprising two Independent Directors andtwo Non- Independent Directors one of whom is the Wholetime Director and other a Non-Executive Director.
Ms Pooja Jain Wholetime Director is a Key Managerial Personnel ("KMP") within the meaning of Section 203(1) of the ACT. Mr. Kailash and Mr. Bharat Kumar are theother KMPs being the Company Secretary and the Chief Financial officer respectively.
In terms of Articles of Association of the Company and provisions of the Act Mr.Sanjay Jain. Director of the Company is liable to retire by rotation at the ensuing AGMand being eligible offer himself for re-appointment The Board of Directors recommend hisre-appointment for the consideration of the members of the Company at the ensuing AGM
Ms Jyoti Mehta (DIN:06859880) Independent Director of the Company resigned from theservices of the Company with effect from May 28 2018. The Board placed on record theirdeep sense of appreciation for the significant contribution made by him during his tenuretowards the stupendous growth of the Company
Based on the recommendations of the Nomination Remuneration and Compensation Committee("NRC") Board's approval and subject to members approval in ensuing AGM MrSaurabh Arora was appointed as an Additional Director (Independent) of the Company witheffect from May 28 2018. The Company has received notices under Section 160 of the Acttogether with requisite deposit from members proposing appointment of above mentionedDirectors of the Company
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Act that he meets the criteria of independence laid down in the Actand SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015("Listing Regulations").
A brief profile and other details as required under the Act Secretarial Standard-2 andListing Regulations of Directors proposed to be appointed/re-appointed are annexed to thenotice convening AGM
BOARD AND COMMITTEES MEETINGS
The Board meets at regular Intervals to inter-alia discuss about the Company'sPolicies and strategy apart from other Board matters. The Tentative annual Calendar of theBoard and Committee Meetings is circulated to enable the Directors to plan their scheduleand to ensure participation in the meetings. The notice for the Board/Committees Meetingsis also given in advance to all the Directors
The details about the Board/Committee meetings is given at length in Report onCorporate Governance forming part of this Annual Report
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Director have confirmed to the Board that they meet the criteria ofIndependence as specified under Section 149(6) of the Act and that they qualify to be anIndependent Directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules. 2014. The Independent Directors have also confirmedthat they meet the requirements of 'Independent Director' as mentioned under Regulation16(1) (b) of the Listing Regulations
The Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations) stipulate the evaluation of theperformance of the Board its Committees Individual Directors and the Chairperson TheCompany has formulated a Policy for performance evaluation of the Independent Directorsthe Board its Committees and other individual Directors which includes criteria forperformance evaluation of the Non-Executive Directors and Executive Directors. Theevaluation framework for assessing the performance of Directors comprises of various keyareas such as attendance at Board and Committee Meetings quality of contribution to Boarddiscussions and decisions strategic insights or inputs regarding future growth of theCompany and its performance ability to challenge views in a constructive mannerknowledge acquired with regard to the Company's business/activities understanding ofindustry and global trends etc.
The evaluation involves self-evaluation by the Board Member and subsequent assessmentby the Board of Directors A member of the Board will not participate in the discussion ofhis/her evaluation.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual evaluation of its own performance and theDirectors individually (including Independent Directors) as well as the evaluation of theworking of its Committees Feedback was sought by well- defined and structuredquestionnaires covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture areas of responsibilityexecution and performance of specific duties obligations and governance complianceoversight of Companys subsidiaries etc
A separate exercise was carried out by the Nomination and Remuneration Committee of theBoard to evaluate the performance of individual Directors who were evaluated on severalparameters such as level of engagement and
contribution independence of judgment safeguarding the interest of the Company and itsminority shareholders and knowledge acquired with regard to the Companysbusiness/activities.
The performance evaluation of the Non-Independent Directors and the Board as a wholewas carried out by the Independent Directors. The performance evaluation of the Chairmanof the Company was also carried out by the Independent Directors taking into account theviews of the Executive Directors and Non- Executive Directors.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. Qualitative comments and suggestions ofDirectors were taken into consideration by the Chairman of the Board and the Chairman ofthe Nomination and Remuneration Committee The Directors have expressed their satisfactionwith the evaluation process
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company familiarizes the Directors about their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company The details of such familarisation programs forIndependent Directors have been disclosed on the website of the Company the web link forwhich
The Corporate Governance philosophy of the Company is driven by the interest ofstakeholders and business needs of the organization The Company continues to be compliantwith the requirements of Corporate Governance as enshrined in Listing Regulations. Interms of Regulation 27 of Listing Regulations the Corporate Governance Report along withcertificate received from Statutory Auditors of the Company certifying compliance with theconditions of Corporate Governance is annexed as Annexure "D" forming integralpart of this Report
The Corporate Governance Report inter-alia contains the following disclosures;
a) Details of Board & Committee Meetings
b) Composition of Sustainability and Corporate Social Responsibility Committee
c) Whistle Blower Policy (Vigil Mechanism)
d) Appointment & Remuneration Policy
e) Performance Evaluation criteria of the Board its Committees & individualDirectors
We seek to promote and follow the highest level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015mandated the formulation of certain policies for all listed companies All the policies areavailable on the website of the Company.
The Policies are reviewed periodically by the Board and updated on the basis of needand new Compliance.
The Key Policies are as follows:
I. Nomination and Remuneration Policy
In accordance with the provisions of section 134 (3) (e) of the Companies Act. 2013read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. your company has adopted the policy on
appointment of Directors and Senior Management and succession planning for orderlysuccession to the Board and the Senior Management which inter - alia includes thecriteria for determining qualifications positive attributes and independence ofdirectors.
Your company has also adopted policy on remuneration of Directors Key ManagerialPersonnel and Employees of the company in accordance with the provisions of sub section(4) of section 178. The Policy is available on the Company's website www moongipa.com andthe same is as appended as - Annexure "E" and forms part of this report.
II. Risk Management Policy
Your company has a comprehensive Risk Management Policy in place and laid down a welldefined risk management framework to identify assess and monitor risks and strengthencontrols to mitigate risks. Major risks identified by the business and functions aresystematically addressed 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
The company promoters ethical behavior in all its business activities and hasestablished a vigil mechanism for its directors employees and stakeholders associatedwith the company to report their genuine concerns The Vigil Mechanism as envisaged in theCompanies Act. 2013 and the Rules prescribed there under and the Listing Regulation isimplemented through the Whistle Blower Policy to provide for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe Chairperson of the Audit Committee
As per the Whistle Blower Policy implemented by the Company the Employees. Directorsor any Stakeholders associated with the Company are free to report illegal or unethicalbehavior actual or suspected fraud or violation of the Company's Codes of Conduct orCorporate Governance Policies or any improper activity to the Chairman of the AuditCommittee of the Company or Chairman of the Company
The Whistle Blcwet Policy provides for protected disclosure and protection to theWhistle Blower Under the Whistle Blower Policy the confidentiality of those reportingviolation(s) is protected and they are not subject to any discriminatory practices TheWhistle Blower Policy has been appropriately communicated within the Company and isavailable on the Company's website www.mongiDa.com.and the same is attached herewith as Annexure "F"
No personnel have been denied access to the Audit Committee
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)Rules. 2014 is not applicable as the Company is not covered under the criteria mentionedin Section 135(1) of the Companies Act 2013.
STATUTORY AUDITORS AND AUDITORS' REPORT
M/s Rajesh K Sachdeva & Associates. Chartered Accountants have been appointed asAuditors of the Company to hold the office from the conclusion of the 30th Annual GeneralMeeting held on September 07 2017 until the conclusion of the 35th Annual General Meetingto be held in year 2023
Further it is informed that the Ministry of Corporate Affairs vide notification NoS.O. 1833 (E) dated 7th May. 2018 has omitted the provision related to ratification of theauditor by the members of the company at the subsequent annual general meetings.
In view of the above it is proposed to delete the requirement of seeking rectificationof appointment of statutory Auditors at every AGM from resolution passed at theshareholders meeting held on September 07 2017
However M/s Rajesh K Sachdeva & Associates. Chartered Accountants had confirmedthat they are eligible to continue as Statutory Auditors of the Company to audit the booksof accounts of the Company for the Financial Year ending March 31 2019 and accordinglythey will continue to be the Statutory Auditors of the Company for Financial Year endingMarch 31. 2019.
The Notes of Accounts referred to in the Auditors' Report are self- explanatory and donot call for any further comments.
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.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
The Board of the Directors of the company had appointed M/s Kuldeep Dahiya &Associates Company Secretaries (Membership No.: 34404 and C.P.No.:18930) conduct theSecretarial Audit of the company pursuant to the provision of Section 204 of the CompaniesAct2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. In accordance with the provisions of sub - section (1) of Section 204 theSecretarial Audit Report for the financial year 2017-18 is appended to this report as Annexure"G"
The same does not contain any qualification reservation or adverse remark ordisclaimer
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE INCOME/OUTFLOW
As the company is not engaged in the manufacturing activity the prescribed informationregarding compliance of rules relating to the conversation of Energy and Technologyabsorption pursuant to section 134 (3) (m) of the Companies Act 2013 read with Rule - 8(3) of the Companies (Accounts) Rules 2014 is not provided. The Company does not have anyForeign Exchange Earnings and outgo in the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered at arm's length basic in the ordinary course ofbusiness as in compliance with the applicable provisions of the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 there are nomaterially significant related party transactions made by the company with PromotersDirector or Key Managerial Personnel etc which may have potential conflict with theinterests of the company at large or which warrant the approval of the shareholdersaccordingly no transaction as being reported in form AOC-2 in terms of Section 134 of theCompanies Act 2013 however the detail of the transactions with the statements inaccordance with the Accounting Standards. The policy on related party transactions asapproved by the board is available on company's website www moongipa.com.
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-d-vis the company for the period ending March 31 2018
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financials control with reference tofinancial statements commensurate with the size scale and complexity of its operationto ensure that all assets are safeguarded and protected against loss from unauthorized useor disposition and those transactions are authorized recorded and reported correctly
Reasonable Financial Controls are operative for all the business activities of thecompany and no material weakness in the design or operation of any control was observed.
ORDERS PASSED BY THE REGULATORS OR COURTS IF ANY
No significant and material orders were passed by the Regulators Courts or Tribunalsimpacting the going concern status and Company's Operation in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company is an equal opportunity employer and is committed to ensuring that thework environment at all its locations is conducive to fair safe and harmonious relationsbetween employees. It strongly believes in upholding the dignity of all its employeesirrespective of their gender or seniority. Discrimination and harassment of any type arestrictly prohibited.
The Company has in place appropriate Policy in accordance with the provisions of theSexual Harassment of Women at the Workplace (Prevention prohibition & Redressal) Act2013 to prevent sexual harassment of its employees Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The Companyensures that no employees is disadvantaged by way of gender discrimination.
The Company has not received any complaint on sexual harassment during the financialperiod ended March 31 2018
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of your Companyhave occurred after the closure of the Financial Year 2017-18 and till the date of thereport
SUBSIDARIES JOINT VENTURE AND ASSOCIATES
The company does have any subsidiary joint venture or associate company
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act2013 with respect to Directors responsibility statement the Directors of the companyhereby confirm that
i) In preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true &fair view of the state of affairs of the company at the end of financial year and of theprofit & loss of the company for that period
iii) The directors had 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
iv) Directors had prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls the company that areadequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF).
No amount was lying unpaid or unclaimed for a penod of seven years Therefore no fundswere required to be transferred to Investor Education and Protection Fund (IEPF)
CASH FLOW STATEMENT
The cash flow Statement for year ended March 31 2018 in conformity in it's theprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges in India is annexed herewith DETAILSOF FRAUD IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL GOVERNMENT)
No fraud / misconduct was detected at the time Statutory Audit by Auditors of theCompany for the financial year ended on March 31 2018.
CEO & CFO CERTIFICATION
Certificate from Ms Pooja Jain (DIN: 00097037) Whole Time Director & Mr. BharatKumar Chief Financial Officer pursuant to Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations. 2015 for the financial year 2017-18was placed before the Board of Directors of the Company at its meeting held on May 28.2018 and also forms part of Report on Corporate Governance GREEN INITIATIVE
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 ACKNOWLEDGEMENT
The Board expresses its deepest appreciation and gratitude for the guidance andcooperation extended to the Company by RBI statutory authorities and regulators. TheBoard also thanks the banks and financial institutions for their timely financialassistants to the company and helping the company to reach out to customers across thecountry. The Board thanks the auditors to the company for their guidance Special thanksare due to the employees of the company who contributed their skills enthusiasmcommitment and dedication which have over the years helped the company to earn prominence.The Board is grateful to the shareholders depositors of the company for their patronage
For Moongipa Capital Finance Limited