Dear Members
Your Company’s Board of Directors ("Board") are pleased to present theTHIRTY FIFTH (35th) Annual Report of Moongipa Capital Finance Limited(‘‘your Company’’) along with the Audited Financial Statements for theFinancial Year ended March 31 2022 ("year under review" or "year" or"FY 2021-22").
In compliance with the applicable provisions of Companies Act 2013 (including anystatutory modification(s) or re-enactment(s) thereof for time being in force)("Act") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Regulations") this reportcovers the Financial Results and other developments in respect of Moongipa Capital FinanceLimited during the financial year ended March 31 2022.
FINANCIAL PERFORMANCE
A Summary of the Company’s Financial Performance for the FY 2022 is as follows.
| Particulars | March 31 2022 | March 31 2021 |
| Revenue from operation | 31921028 | 9842684 |
| Other Income | 5087055 | 2833941 |
| Total Revenue | 37008083 | 12676625 |
| Profit before Finance cost Depreciation and Tax | 30886665 | 8489490 |
| Finance cost | 18449 | 101150 |
| Depreciation | 685527 | 205899 |
| Profit before tax | 30182689 | 8182441 |
| Less: Tax | (5727371) | (4019299) |
| Profit for the year | 24455318 | 4163142 |
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.37008083 and Rs. 24455318 respectively as against total revenue and Net profit of Rs.12676625 and Rs. 4163142 respectively during the previous financial year ended March31 2021.
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 2021-2022 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 2022.
LISTING OF SECURITIES
The Equity shares of the Company are presently listed on BSE Limited. The Annuallisting fees for the year 2022-23 have been paid to the BSE Limited (Stock Exchange).
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return in Form MGT-7 as required under the Act is available onthe website of the company the link for the same ishttp://mongipa.com/research.php?tid=32 And Form MGT - 9 is annexed herewith as Annexure"A" forming integral part of this Report for detailed information for themembers.
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.
INDUSTRY OVERVIEW
The Indian financial services industry is vast and diverse consisting of banks NBFCscapital markets insurance sector and the new payment banks with increasing financepenetration. The opportunity in India is very high especially in the rural areas formoving from physical savings to financial savings. With increasing internet penetrationand financial literacy the future growth prospects of financial service industry in Indiais very bright.
PUBLIC DEPOSITS
The Company has not invited or accepted any public deposit during the year underreview.
TRANSFER OF RESERVES
During the year under review the Company had transferred 4891064 in FY 2022 as perSection 45-IC of the RBI Act 1934 to Statutory Reserve.
SHARE CAPITAL
The paid up equity share capital as on March 31 2022 was Rs. 30548000. 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 inviolation of Section 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.
Mrs. Pooja Jain Wholetime Director is a Key Managerial Personnel ("KMP")within the meaning of Section 203(1) of the ACT. Mr. Gulshan Ahuja and Mr. Bharat Kumarare the other KMPs being the Company Secretary and the Chief Financial officerrespectively.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 and Rulesmade thereunder and pursuant to Articles of Association of the Company Mr. Sanjay JainDirector of the Company is liable to retire by rotation at the ensuing AGM and beingeligible offer himself for re-appointment. The Board of Directors recommends herre-appointment for the consideration of the members of the Company at the ensuing AGM.
TRANSFERRED SHARES HELD IN MOONGIPA SECURITIES LIMITED
The Board in their meeting held on August 20 2021 be and is hereby informed that theCompany being a member of Promoter and Promoter group of Moongipa Securities Limited(hereinafter referred to as the ‘Target Company’) intends to sell its entireshareholding of 810725 (Eight Lacs Ten Thousand Seven Hundred and Twenty Five Only)Equity Shares constituting 16.18% of the paid-up equity share capital of MoongipaSecurities Limited. And after discussion the Board be and hereby approved the sale ofaforesaid shares and transfer of control held in Moongipa Securities Limited along withother members of Promoter and Promoter group of Moongipa Securities Limited to Mr. RahulGupta and Mr. Rohan Gupta (‘Acquirers’). Mrs. Pooja Jain Wholetime Director andMr. Sanjay Jain Non Executive Director are hereby jointly and severely authorized by theBoard to sign execute and enter into the Share Purchase Agreement for selling theaforesaid shares and to do all such acts deeds that may be required to be performed bythe Company for giving effect to the transfer of aforesaid shares which was subject to theapproval of RBI and the approval of RBI has been received on June 20 2022 andaccordingly the shares have been transferred and intimation regarding the same have beengiven to BSE and to the target Company within stipulated time as given in SAST(Regulations) 2011.
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 are 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 underRegulation 16(1) (b) of the Listing Regulations.
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 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 adequacyof the composition of the Board and its Committees Board culture areas ofresponsibility execution and performance of specific duties obligations and governancecompliance oversight of Company’s 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 rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company. The details of such familarization programs forIndependent Directors have been disclosed on the website of the Company the web link forwhich is http://mongipa.com/research.php?tid=35
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:
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 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. 4881The Policy is available on the Company’s websitehttp://mongipa.com/files/a431c48805_Nomination%20&%20Remuneration%20Policy%20MCF L.pdfand the same is as appended as – Annexure "E" and forms part of thisreport.
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.
2.1. 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 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 Blower 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.mongipa.com. and the same is attached herewithas 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 2022.
Further it is informed that by the Ministry of Corporate Affairs vide notification No.S.O. 1833 (E) dated 7th May 2018 has omitted the provision related toratification of the auditor by the members of the company at the subsequent annual generalmeetings.
Further the Board of Directors have decided to re-appoint M/s Rajesh K Sachdeva &Associates Chartered Accountants for second term of Five years from the conclusion of 35thAnnual General meeting to be held on September 29 2022 until the conclusion of the 40thAnnual General meeting to be held in the year 2027. Which is subject to the approval ofShareholders of the company in the 35th Annual General Meeting.
Also M/s Rajesh K Sachdeva & Associates Chartered Accountants had confirmed thatthey are eligible to continue as Statutory Auditors of the Company to audit the books ofaccounts of the Company for the Financial Year ending March 31 2023 and accordingly theywill continue to be the Statutory Auditors of the Company for Financial Year ending March31 2023.
The Notes of Accounts referred to in the Auditors’ Report are self- explanatoryand 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 for Financial Year ending March31 2023.
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 2021-22 is appended to this report asAnnexure "G"
The same does not contain any qualification reservation or adverse remark ordisclaimer.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application. There are no qualifications reservations or adverse remarks in theSecretarial Audit Report for the Financial Year 2021-22. The Secretarial Auditor’sreport is appended as "Annexure – III" and forms part of this Report.
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 any ForeignExchange 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 ordinarycourse of business were in compliance with the applicable provisions of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015there are no materially significant related party transactions made by the company withPromoters Director or Key Managerial Personnel etc. which may have potential conflictwith the interests of the company at large or which required the approval of theshareholders accordingly no transaction as being reported in form AOC-2 in terms ofSection 134 of the Companies Act 2013 however the detail of the transactions with thestatements in accordance with the Accounting Standards. The policy on related partytransactions as approved by the board is available on company’s websitewww.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 2022.
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 employee is disadvantaged by way of gender discrimination.
The Company has not received any complaint on sexual harassment during the financialperiod ended March 31 2022.
a. No. of Complaints files during the financial year: Nil b. No. ofComplaints 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 2022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
ii) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true & fair view of the state of affairs of the company at the end of financialyear and of the profit & loss of the company for that period.
iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv) Directors had prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls for the company thatare adequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 2022 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 2022.
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 2021-22was placed before the Board of Directors of the Company at its meeting held on September02 2022 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 |
| Sanjay Jain | Pooja Jain |
| Director | Whole Time Director |
| DIN No. 00096938 | DIN No. 00097037 |
| Place: New Delhi | |
| Date: September 02 2022 | |
