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Moongipa Securities Ltd.

BSE: 539199 Sector: Financials
NSE: N.A. ISIN Code: INE618R01015
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NSE 05:30 | 01 Jan Moongipa Securities Ltd
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VOLUME 18000
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P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.30
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.30
CLOSE 2.30
VOLUME 18000
52-Week high 2.85
52-Week low 2.30
P/E
Mkt Cap.(Rs cr) 1
Buy Price 2.30
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

Moongipa Securities Ltd. (MOONGIPASEC) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the Twenty Fifth (25th) Annual Reporttogether with the Audited Financial Statement of the Company for the Financial Year endedMarch 31 2019 ("FY 2019")

FINANCIAL PERFORMANCE

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

Particulars March 31 2019 March 31. 2018
Revenue from operation - 9.555.256
Other Income 3.104.235 4631.754
Total Revenue 3104235 14187009
Profit before Finance cost. Depreciation and Tax (4159360) 8.775.207
Finance cost 403.052 323164
Depreciation 222.030 195011
Profit before tax (4784442) 8257032
Less Tax 1.358.886 2.398.396
Profit for the year (3425556) 5858636

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review your Company achieved total revenue and Net Loss of Rs3104.235 and Rs 3.425556 respectively as against total revenue and Net profit of Rs14187009 and Rs 5858636 respectively during the previous financial year ended March 312019

a) Change in the Nature of Business if any

There is no change in the nature of the business dunng the year under review HoweverCompany has received a licensed from Reserve Bank of India dated May 16 2019 for doing aNon-Banking Financial Activity

b) Material changes and commitments affecting the financial position of the Company

No matenal 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 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 2018-19

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 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 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

During the year under review due to net losses in FY 2019 your Company does notpropose to transfer any amount to reserves

SHARE CAPITAL

The paid up equity share capital as on March 31 2019 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 Wholetime Director and other a Non-Executive Director

Ms Ruchi Jain Wholetime Director is a Key Managenal Personnel ("KMP") withinthe meaning of Section 203(1) of the ACT Mr Sanjeev Jain and Mr Mohd Javed Qureshi are theother KMPs being the Company Secretary and the Chief Financial officer respectively

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies AcL 2013 and Rulesmade thereunder and pursuant to Articles of Association of the Company. Ms Ruchi JamDirector 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

Reappointment of Mr. Ajay Prakash Narain & Ms Preeti Srivastava as anIndependent Director of the Company

Pursuant to the provisions of the Companies Act 2013 ("the Act") and ListingRegulation Mr Ajay Prakash Narain were appointed as Independent Non-Executive Directorsto hold office for five consecutive years for a term up to March 31 2019 by the Membersof the Company in the 20th Annual General Meeting held on September 04 2014 They areeligible for reappointment as Independent Directors foi another term of five consecutiveyears

Pursuant to the provisions of the Companies Act 2013 ("the Act ) and ListingRegulations. Ms Preeti Srivastava were appointed as Independent Non-Executive Directors tohold office for five consecutive years for a term up to March 27 2020 by the Members ofthe Company in the 21st Annual General Meeting held on September 24 2015 They areeligible for reappointment as Independent Directors for another term of five consecutiveyears

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 Mr Ajay PrakashNarain 8 Ms Preeti Srivastava as Independent Director for another five consecutive yearsfrom April 01 2019 upto March 31 2024 8 March 28. 2020 upto March 27. 2025 respectively

The Company has received necessary declarations from each Independent Directors underSection 149(7) of the Act that he meets the critena of independence laid down in the Actand Listing Regulations

A bnef profile and other details as required under the AcL Secretanal Standard-2 andListing Regulations of Directors proposed to be appomted/re-appointed are annexed to thenotice convening AGM

BOARD AND COMMITTEES MEETINGS

The Board meets at regular intervals to. inter-alia discuss about the Company'sPolicies and strategy apart from other Board matters The Tentative annual Calendar of theBoard and Committee Meetings is circulated to enable the Directors to plan their scheduleand to ensure participation in the meetings The notice for the Board/Committees Meetingsis also given in advance to all the Directors

The details about the Board/Committee meetings is given at length in Report onCorporate Governance forming pari 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 Regulation 16(1)(b) of the Listing Regulations

PERFORMANCE EVALUATION

The Companies AcL 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 critena 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 covenng vanous 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 Dnectors and the Board as a whole wasearned out by the Independent Directors The performance evaluation of the Chairperson ofthe 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 familiarizes the Directors about their rolesnghts responsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company The details of such familiarization programs for IndependentDirectors have been disclosed on the website of the Company the web link for which is http//moonqipa net/files/b2c0fe4a88 Familiarization%20Di oorain%20for%20lnd %20Dir %20MSL0001pdf

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 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 erf 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 penodically by the Board and updated on the basis of need andnew 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 the criteriafor determining qualifications positive attnbutes and independence of directors

Your company has also adopted policy on remuneration of Directors. Key ManagerialPersonnel and Employees of the company in accordance with the provisions of sub sectioni^'grfswnlun CiW. file rrtxlcy is avaiibbib on the Company S website www moongipanet and the 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 nsks 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 associated withthe company to report thar genuine concerns The Vigil Mechanism as envisaged in theCompanies Act 2013 and the Rules presenbed there unda 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 Blowa Policy implemented by the Company the Employees Directors orany 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 Linder 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 appropnately 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 Raiesh 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 General Meetingto be held in year 2020

Further it is informed that the Ministry of Corporate Affairs vide notification No SO1833 (E) dated 7th May 2018 has omitted the provision related to ratification of theauditor by the members of the comfiany at the subsequent annual general meetings

However M/s Rajesh K Sachdeva 8 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 vanous 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 the SecretarialAudit Report for the financial year 2018-19 is appended to this report as Annexure"G" The same does not contain any qualification reservation or adverse remarkor 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 (L isting 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 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 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 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 8 Redressal) Act2013 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 employees is disadvantaged by way of gender discrimination

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

a No of Complaints files during the financial year Nil

b No of Complaints disposed off during the financial year

Ni

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 2013with respect to Directors responsibility statement the Directors of the company herebyconfirm 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 materialdepartures

ii) The Direclofs 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 thefjrofit & 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 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

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

CEO & CFO CERTIFICATION

Certificate from Ms Ruchi Jain (DIN 07291523). 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 2018-19was placed before the Board of Directors of the Company at its meeting held on May 18.2019 and also forms part of Report on Corporate Governance

ACKNOWLEDGEMENT

The Board expresses its deepest appreciation and gratitude for 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 Special thanks are due to theemployees of the company who contributed their skills enthusiasm commitment anddedication which have over the years helped the company to earn prominence The Board isgrateful 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 : New Delhi

Date : May 18. 2019