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Moongipa Capital Finance Ltd.

BSE: 530167 Sector: Financials
NSE: N.A. ISIN Code: INE153K01018
BSE 00:00 | 08 Jul Moongipa Capital Finance Ltd
NSE 05:30 | 01 Jan Moongipa Capital Finance Ltd
OPEN 2.73
PREVIOUS CLOSE 2.73
VOLUME 213
52-Week high 2.86
52-Week low 2.60
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.73
Buy Qty 4787.00
Sell Price 2.73
Sell Qty 13.00
OPEN 2.73
CLOSE 2.73
VOLUME 213
52-Week high 2.86
52-Week low 2.60
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.73
Buy Qty 4787.00
Sell Price 2.73
Sell Qty 13.00

Moongipa Capital Finance Ltd. (MOONGIPACAPITAL) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the Thirty-Two (32nd) Annual Report togetherwith the Auoiled Financial

Statement of the Company for the Financial Year ended March 31 2019 ("FY2019")

FINANCIAL

Performance

A Summary of the Company's Financial Performance in FY 2019 is as follows

(Amount in Rs)

Particulars March 31 2019 March 31. 2018
Revenue from operation 7.082.681 6726.644
Other Income 1706 714 3.847.756
Total Revenue 8789395 10574400
Profit before Finance cost Depreciation and Tax 1973091 4981095
Finance cost 429.470 303 583
Depreciation 113491 167510
Profit before tax 1430130 4510002
Less Tax 555.984 945.747
Profit for the year 874146 3564255

RESULT OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

During the year under review your Company achieved total revenue and Net profit of Rs7082681 and Rs 874 146 respectively as against total revenue and Net profit of Rs 6726644 and Rs 3564255 respectively during the previous financial year ended March 312018

(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 2018-19 and till the date of therepod 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 2019

LISTING OF SECURITIES

The Equity shares of the Company are presently listed on BSE Limited The Annual listingfees for the year 2019-20 have been paid to the BSE Limited (Stock Exchange) EXTRACT OFANNUAL RETURN

The extracts of Annual Return as required under the Act in Form MGT 9 is annexedherewith as Annexure "A" forming integral pad of this Repod

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 repod 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 PUBLIC DEPOSITS

The Company has not invited or accepted any public deposit during the year under review

TRANSFER OF RESERVES

As per Section 45 (1C) of Reserve Bank of India Act. 1934 Company has transferred Rs174 829 amount in Reserve

SHARE CAPITAL

The paid up equity share capital as on Mach 31. 2019 was Rs 30 548.000 There was nopublic issue rights issue bonus issue or preferential issue during the year The companyhas not issued shaes with differential voting nghts sweat equity shares not it has grantedany stock options

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Your Company has not provided any loan guarantees. Investment or secunties 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

Appointments / Re-Appointments and Resignation of the Directors and KMP

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 Ms Poqa Jain.Director of the Company is liable to retire by rotation at the ensuing AGM and beingeligible 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

Pursuant to the provisions of the Companies Act. 2013 ("the Act") and SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 ("ListingRegulations"). Ms Preeti Snvastava was appointed as Independent Non-ExecutiveDirectors to hold office for five consecutive years for a term up to December 07 2019 bythe Members of the Company in the 28th Annual General Meeting held on September 24 2015She is eligible for reappointment as Independent Directors for another term of fiveconsecutive years

Pursuant to the provisions of the Act based on the recommendation of the Nominationand Remuneration Committee the Board recommends for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meeting reappointment of Ms PreetiSrivastava as Independent Director for another five consecutive years from December 082019 upto December 07 2024

The Company has received necessary declaration from Ms Preeti Srivastava under Section149(7) of the Act that She meets the criteria of independence laid down in the Act andListing Regulations

Dunng the year Ms Jyoti Mehta (DIN 06859880) Independent Director of the Companyresigned from the services of the Company with effect from closure of business hours May28 2018 Based on the recommendations of the Nomination and Remuneration Committee fNRC") Board's approval and members approval in AGM held on September 27 2018 MrSaurabh Arora was appointed as an Independent of the Company with effect from May 28 2018

During the year. Mr Kailash Company Secretary & Compliance officer and KeyManagerial Personnel of the Company resigned from the Company with effect from

July 31 2018

Mi Lakshay Dudeja was appointed as Company Secretary

& Compliance officer and Key Managerial Personnel of the Company with effect fromAugust 09 2018

A brief profile and other details as required under the Act. Secretarial Standard-2 andListing Regulations of the directors proposed to be re-appointed is annexed to the Noticeconvening the 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 confirmed thatthey meet the requirements of Independent Director" as mentioned under Regulation16(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 contnbution 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 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 contnbution independence of lodgmentsafeguarding 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 the Chairpersonof 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 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 familianzes 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

Corporate Governance

The Corporate Governance philosophy of the Company is dnven by the interest ofstakeholders and business needs of the organization The Company continues to be compliantwith the requirements of Corporate Governance as enshnned in Listing Regulations In termsof 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

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 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 2013 readwith Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your company has adopted the policy on appointment ofDirectors and Senior Management and succession planning for orderly succession to theBoard and the Senior Management which inter alia includes the criteria for determiningqualifications positive attributes and independence of dnectors

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 httD //www monaioacom/files/ 0c15147385 policy odf and the same is as appended as Annexure "E" andforms 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 nsks 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 thar genuine concerns The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules prescnbed there under and the Listing Regulation isimplemented through the Whistle Blowa 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 herewith asAnnexure "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 O1833 (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 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. 2020 and accordingly theywill continue to be the Statutory Auditors of the Company for Financial Year ending March31. 2020

The Notes of Accounts referred to in the Auditors' Report are self- explanatory and donot 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) Rules

2014 In accordance with the provisions of sub - section (1) of Section 204 theSecretarial Audit Report for the financial year 2018-19 is appended to this report asAnnexure "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 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 no matenally significant related party transactions made by the companywith Promoters. Director or Key Managerial Personnel etc which may have pxotentialconflict with 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 website www monoipa 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-a-vis the company for the period ending March 31 2019

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 operation toensure that all assets are safeguarded and protected against loss from unauthorized use ordisposition 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 Tnbunalsimpacting the going concern status and Company's Operation in future DISCLOSURE UNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND 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 8 Redressal) Act.2013 to prevent sexual harassment of its employees Internal Complaints Committee (ICC) hasbeen 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 discnmmation

The Company has not recaved any complaint on sexual harassment during the financialperiod ended March 31 2019

a No of Complaints filed during the financial year Nil

b No of Complaints disposed off dunng the financial

year Nil

c No of Complaints Pending at 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 Act.2013 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 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures

li) 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 8 fairview of the state of affairs of the company at the end of financial year and of the profit8 loss of the company for that period

in) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 torsafeguarding 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. 2019 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 was detected at the time Statutory Audit by Auditors of theCompany for the financial year ended on March 31 2019 CEO 8 CFO CERTIFICATION

Certificate from Ms Pooja Jan (DIN 00097037) Whole Time Director 8 Mr Bharat KumarChief Financial Officer pursuant to Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 for the financial yea 2018-19 was placedbefore the Board of Directors of the Company at Us meeting held on May 18 2019 and alsoforms 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 fot the guidance andcooperation extended to the Company by RBI statutory authorities and regulators The Boardalso thanks the banks and financial institutions for their timely financial assistants tothe company and helping the company to reach out to customers across the country The Boardthanks the auditors to the company for their guidance Spiecial thanks are due to theemployees of the company who contnbuted their skills enthusiasm commitment anddedication which have ova the yeas helped the company to earn prominence The Board isgrateful to the shaeholdas. depositas of the company fa their patronage

For 8 On behalf of the Board

Sd/-

Pooja Jain

Director

DIN No. 00096938

Sd/-

Sanjay Jain

Whole Time Director

DIN No 00097037

Place. New Delhi Date: May 18 2019