Your directors have pleasure in presenting the Twenty Sixth (26th) Annual Reporttogether with the Audited Financial Statement of the Company for the Financial Year endedMarch 31 2020 ("FY 2020").
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 ||457530 ||198952 |
|Other Income ||4453500 ||3104235 |
|Total Revenue ||4911029 ||3303187 |
|Profit/Loss before Finance cost Depreciation and Tax ||(8682966) ||(4159360) |
|Finance cost ||665718 ||403052 |
|Depreciation ||164236 ||222030 |
|Profit/Loss before tax ||(9512920) ||(4784442) |
|Less: Tax ||(462388) ||1358886 |
|Profit/Loss for the year ||(9975308) ||(3425556) |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review your Company achieved total revenue and Net Loss of Rs.4911029 and Rs. 9975308 respectively as against total revenue and Net Loss of Rs.3303187 and Rs. 3425556 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. HoweverCompany had received a licensed from Reserve Bank of India dated May 16 2018 for doing aNon-Banking Financial Activity.
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 2019-20 and till the date of thereport.
Your Company continues to comply with all the Regulations issued by the Reserve Bank ofIndia to the extent as applicable to the Company.
Keeping in view long term interest of the company. Your Directors do not recommend thepayment of dividend for the FY 2019-20.
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". 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.
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..
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. While 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..
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- a-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 except for any supplydisruptions and settle well below the 4% mark by the second half of Financial Year (FY)2020-21. In its 7th bimonthly monetary policy Reserve Bank of India continuing with itsmeasures to alleviate financial stress announced additional measures to provide liquiditysupport which apart from reducing the policy rates and injecting liquidity also permittedproviding moratorium by financial institutions to its custom-ers. The Reserve Bank cutpolicy rates taking the key repo rate to its lowest ever 4%. India's wholesale pricesposted biggest fall in more than four years signaling weak demand and opening room forthe Reserve Bank to further cut interest rates.
The NBFC sector continued to experience liquidity problems in the FY 2019-20 with thespreads over the G- Sec also continuing to widen for the sector. The risk- appetitefurther weakened in the third quarter of FY 201920 due to uncertainties caused by CoronaVirus (COVID- 19). This led to funding primarily being available to companies havingstrong parentage brand and business model robust corporate governance and conservativeALM.
The Company has not invited or accepted any public deposit during the year underreview.
TRANSFER OF RESERVES
During the year under review due to net losses in FY 2020 your Company does notpropose to transfer any amount to reserves.
The paid up equity share capital as on March 31 2020 was Rs. 50102000. 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 Whole time Director and other a Non-Executive Director.
Ms. Ruchi Jain Wholetime Director is a Key Managerial Personnel ("KMP")within the meaning of Section 203(1) of the ACT. Mr. Sanjeev Jain and Mr. Mohd JavedQureshi are 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 there underand 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 hisre-appointment for the consideration of the members of the Company at the ensuing 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 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 familiarization programs forIndependent Directors have been disclosed on the website of the Company the web link forwhich is http://moongipa.net/files/b2c0fe4a88 Familiarization%20program%20for%20Ind.%20Dir.%20MSL0001.pdf
CORPORATE GOVERNANCE REPORT
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" formingintegral part of this Report.
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. The Policy is available on the Company's website www.moongipa.net 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 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.moongipa.net. 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 23rd Annual GeneralMeeting held on September 07 2017 until the conclusion of the 28th Annual GeneralMeeting.
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 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 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 asAnnexure "G". The same does not contain any qualification reservation oradverse remark or disclaimer.
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) 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 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.moongipa.net.
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 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 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 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 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.
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 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 was detected at the time Statutory Audit by Auditors of theCompany for the financial year ended on March 31 2020.
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.
CEO & CFO CERTIFICATION
Certificate from Ms. Ruchi Jain (DIN: 07291623) Whole Time Director & Mohd. JavedQureshi 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.
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
|Sd/- ||Sd/- |
|Sanjay Jain ||Ruchi Jain |
|Director ||Whole Time Director |
|DIN No. 00096938 ||DIN No. 07291623 |
|Place: Delhi Date: June 27 2020 || |