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Moongipa Capital Finance Ltd.

BSE: 530167 Sector: Financials
NSE: N.A. ISIN Code: INE153K01018
BSE 00:00 | 19 Oct 11.55 0.16
(1.40%)
OPEN

11.39

HIGH

11.70

LOW

11.00

NSE 05:30 | 01 Jan Moongipa Capital Finance Ltd
OPEN 11.39
PREVIOUS CLOSE 11.39
VOLUME 1678
52-Week high 17.79
52-Week low 2.65
P/E 5.72
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.39
CLOSE 11.39
VOLUME 1678
52-Week high 17.79
52-Week low 2.65
P/E 5.72
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Moongipa Capital Finance Ltd. (MOONGIPACAPITAL) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the Thirty-Third (33rd) Annual Reporttogether with the Audited Financial Statement of the Company for the Financial Year endedMarch 31 2020 ("FY 2020").

FINANCIAL PERFORMANCE

A Summary of the Company's Financial Performance for the FY 2020 is as follows.

Particulars March 31 2020 March 31 2019
Revenue from operation 4965143 7172517
Other Income 1031548 1616878
Total Revenue 5996691 8789395
Profit/Loss before (5601671) (6659932)
Finance cost
Depreciation and Tax
Finance cost 192712 429470
Depreciation 236375 113491
Profit/Loss before tax (6030758) (7202892)
Less: Tax 10346 1695306
Profit/Loss for the year (6041104) (5507586)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review your Company achieved total revenue and Net profit of Rs.5996691 and Rs. (6041104) respectively as against total revenue and Net profit of Rs.8789395 and Rs. (5507586) respectively during the previous financial year ended March31 2019.

a) Change in the Nature of Business if any

There is no change in the nature of the business during the year under review.

b) 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 2019-2020 and till the date of thereport.

RBI REGULATIONS

Your Company continues to comply with all the Regulations issued by the Reserve Bank ofIndia to the extent as applicable to the Company.

DIVIDEND

Keeping in view long term interest of the company. Your Directors do not recommend thepayment of dividend for the FY 2020.

LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Limited. The Annuallisting fees for the year 2020-21 have been paid to the BSE Limited (Stock Exchange).

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".Certain statements in the report 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.

Economy

Global Economy

For Calendar Year (CY) 2020 the global growth is at 2.9% with advanced economieshaving growth of 1.7% while emerging and developing economies having growth of 3.7% withIndia's growth at 4.2%. With the onset of the COVID-19 pandemic in the 1st quarter of CY2020 there is a high and rising human cost worldwide. Fiscal and monetary authorities areincreasingly stepping up the level of support to their respective economies. The globalcapital markets have continued to function well through the current period of significantmarket volatility interest rate cuts and diverse global stimulus packages..

Outlook

This health crisis never seen before has posed definite challenges on economicactivity. The uncertainty from COVID-19 will remain for the foreseeable future. Banks andcapital markets institutions have no choice but to remain hyper vigilant and rewrite theirbusiness continuity playbooks as circumstances change. W hile it is reassuring to see someaggressive fiscal and monetary policy responses around the world already clarity on howthese actions will stabilize markets and accelerate the path to normalcy is slowlyemerging and in some cases yet to emerge..

Domestic Economy

In India growth softened in 2019 as economic and regulatory uncertainty together withconcerns about the health of the non-banking financial sector weighed on demand. The GDPgrowth for 2019-20 touched 4.2% vis--vis 6.1% in 2018-19. During the year under reviewheadline Consumer Price Index (CPI) inflation had moved up to 7.6% in January 2020highest since July 2014.. It is expected that inflation may recede ex-cept for any supplydisruptions and settle well below the 4% mark by the

PERFORMANCE EVALUATION

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 Chairpers on. 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 Company's I 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 judgmentsafeguarding the interest of the Company and its minority shareholders and knowledgeacquired with regard to the Company's business/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 theChairperson of the Company was also carried out by the Independent Directors taking intoaccount the views 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 Chairperson of the Board and theChairperson of the Nomination and Remuneration Committee. The Directors have expressedtheir satisfaction with the evaluation process.

FAMILIARIZATION 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 roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany. The details of such familarization programs for Independent Directors have beendisclosed on the website of the Company the web link for which is

http: //www. mongipa. com/f iles /4e0d03048c _Familiarization%20program%20for%20Ind.%20Dir.%20MCF L0001.pdf

Corporate Governance

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 although the Company is exempted from the provisions of Regulation 27of Listing Regulations.

CORPORATE POLICY

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 policiesare available 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: 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 onappointment 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 websitehttp://www.mongipa.com/files/ 0c15147385_policy.pdf and the same is as appended as- Annexure"E" and forms part of this report.

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 ris ks 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 promotes 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 W histle 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 W histle Blower Policy provides for protected disclosure and protection to the Whistle Blower. Under the W histle 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.mongipa.com. and the same is attached herewith as Annexure"F" 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 No.S.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.

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 2021 and accordinglythey will continue to be the Statutory Auditors of the Company for Financial Year endingMarch 31 2021. The Notes of Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

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.

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 CompaniesAct 2013 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 2019-20 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 INCOM E/ 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 basis in the ordinary course ofbusiness were in compliance with the applicable provisions of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 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 required 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.mongipa.com.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENTDIRECTOR VIS--VIS THE COMPANY.

There are no pecuniary relationships or transactions of the non executive independentdirector vis--vis the company for the period ending March 31 2020.

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 W omen at the W orkplace (Prevention prohibition & Redressal)Act 2013 to prevent sexual harassment of its employees. Internal Complaints Committee(ICC) has been set up to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy. TheCompany ensures that no employee is disadvantaged by way of gender discrimination.

The Company has not received any complaint on sexual harassment during the financialperiod ended March 31 2020. a. No. of Complaints files during the financial year: Nil b.No. of Complaints disposed off during the financial year: Nil c. No. of Complaints Pendingat the end of the financial year: Nil

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 2020 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 for 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 period 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 2020 is in conformity with theprovisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges in India is annexed herewith.

DETAILS OF FRAUD IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRALGOVERNMENT)

No fraud / misconduct were detected at the time Statutory Audit by Auditors of theCompany for the financial year ended on March 31 2020.

CEO & CFO CERTIFICATION

Certificate from Ms. Pooja Jain (DIN: 00097037) W hole 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 2019-20was placed before the Board of Directors of the Company at its meeting held on June 272020 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 & On behalf of the Board

Moongipa Capital Finance Limited

Sd/- Sd/-
Sanjay Jain Pooja Jain
Director Whole Time Director
Place: New Delhi DIN No. 00096938 DIN No. 00097037
Date: June 27 2020

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