MORARKA FINANCE LIMITED
The Directors are pleased to present their Thirty fourth (34th) AnnualReport to the members together with the audited financial statements of the Company forthe year ended 31st March 2019.
1. FINANCIAL RESULTS:
| || ||[Amount in Rs.] |
| ||For the year Ended 31/03/2019 ||For the year Ended 31/03/2018 |
|Profit / (Loss) before tax ||5345691 ||23733627 |
|Less: Provision for taxation for the year ||- ||- |
|Provision for taxation earlier year ||- ||- |
|Deferred Tax ||679742 ||334260 |
|Fringe Benefit Tax ||- ||- |
|Profit / (loss) after tax ||4665949 ||23399367 |
|Add: Balance b/f from previous years ||61971445 ||38572078 |
|Less: Appropriations ||5427520 ||- |
|Balance carried to balance sheet ||61209873 ||61971445 |
2. FINANCIAL PERFORMANCE:
For the financial year ended March 31 2019 your company has posted Profits Rs. 46.65lakhs compared to the profit for the of financial year ended March 31 2018 ofRs. 2.33Crores. Hence compare to previous year the company's profits has been declined due tooverall NBFC sector's business conditions.
3. TRANSFER TO RESERVE:
During the year under review no amount has been transferred to reserves.
4. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
The Company does not have any Subsidiary Joint Ventures or Associate Companies.
Since the profits are very less for the year to recommend any dividend your directorshave taken conservative approach of not recommending any dividend and plough back theprofits in the business.
6. SHARE CAPITAL:
The paid up Equity Capital of your company as at March 31 2019 was Rs. 45021000.The company has not issued any shares with differential voting rights and it has notgranted any stock options or sweat equity during the period under the review. Furthernone of the directors of the company hold instruments convertible into equity shares ofthe company.
Pursuant to Section 149 of the Companies Act 2013 read with Schedule IV and Articlesof the company Shri G. R. Morarka Director retire by rotation and being eligible offerhimself for re-appointment.
Declaration from Independent Directors:
Pursuant to the requirements of section 149(7) of the Companies Act 2013 the companyhas received the declarations from all the independent directors confirming the fact thatthey all are meeting the eligibility criteria as stated in section 149(6) of the Companiesact 2013.
8. CHANGE IN NATURE OF BUSINESS:
There is no change in nature of business of the company.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No Material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.
10. CORPORATE SOCIAL RESPONSIBILITY:
The company is not falling in the purview of criteria specified in section 135(1) ofthe Companies Act 2013 and hence the requirements pertaining to section 135 of theCompanies Act 2013 is not applicable to the company.
11. HUMAN RESOURCES:
The company is having five directors chief executive officer chief finance officerand company secretary being key managerial personnel under Section 203 of the CompaniesAct 2013. All are experts in their relevant fields. Company's well-disciplined workforcewhich has served the company for years lies at the very foundation of the company's majorachievements.
12. BUSINESS RISK MANAGEMENT:
Over the period of time company has been following the principle of risk minimizationas is the norm in every sector it is a gist for company growth and long term survival inthis competitive cosmos. The Board members were informed about risk assessment andminimization procedures after which the Board formally accepted steps for framingimplementing and monitoring the risk management plan for the company. The main objectiveof this policy is to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. In order to achieve the key objective the policy establishes a structured anddisciplined approach to Risk Management in order to guide decisions on risk relatedissues. In today's challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations Competition Business risk Technology obsolescenceInvestments Retention of talent and Expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
13. SYSTEM OF INTERNAL CONTROL & THEIR ADEQUACY:
The Company has put in place adequate system of internal control to safeguard andprotect from loss unauthorized use or disposition of its assets. All the transactions areproperly authorized recorded and reported to the Management. The Company is following allthe applicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures in commensurate with its size and nature of its business.
14. WHSITLE BLOWER POLICY OR VIGIL MECHANISM:
The company has put in place a whistle blower policy pursuant to which employees of thecompany can raise their concerns pertaining to fraud malpractice or any other activityor event which is against the interest of the company. Details of complaints received andthe action taken are reviewed by the Audit Committee. Whistle Blower Mechanism'sfunctioning is reviewed by the Audit Committee from time to time. None of the company'semployees are denied access to audit committee.
15. EVALUATION OF BOARD:
As per the provisions of the Companies Act 2013 a structured questionnaire wasprepared after taking into account various aspects of Board's functioning composition ofboard together with its committees culture execution and performance of specific rolesduties and obligation. So far as the performance evaluation of independent directors areconcerned the same is done by Board. The Chairman is evaluated by the independentdirectors. The board has expressed that they are satisfied with process of evaluation.
16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL:
The company is having Nomination and Remuneration Committee (NRC) as required undersection 178 of the Companies Act 2013 which recommends the appointment of Directors tothe Board. The NRC is having onus to identify persons who are qualified to becomedirectors on the Board and to evaluate criteria such as academic qualificationspreviousexperience track record and integrity of the persons identified before recommending theirappointment to the Board. The Nomination & Remuneration policy of the company dulyreviewed and recommended by the Nomination and Remuneration committee has been articulatedin line with the requirements of the Companies Act 2013 and placed on below mentioned weblink : http://www.morarkafinance.in/cms/newsimages/file/Jul%202019/Nomination%20Remuneration%20Policy.pdf. The company'sNomination & Remuneration policy is aimed to attract retain reward and motivatetalented individuals critical for achieving strategic goals and long term success.
Remuneration policy is aligned to business strategy market dynamics internalcharacteristics and complexities within the organization. The ultimate objective is toprovide a fair and transparent structure that helps the organization to retain and acquirethe talent pool critical to building competitive advantage and brand equity. Thecompensation system should also take into account factors like roles skills /competencies experience and grade / seniority to differentiate pay appropriately on thebasis of contribution skill and availability of talent on account of competitive marketforces. The company pays sitting fees to its Non-executive directors for attendingmeetings of the Board and its Committees. Non- executive directors are also reimbursedwith expenses incurred by them for attending meetings of the Board and its Committees atactuals. The remuneration payable to the Non- executive directors and IndependentDirectors is governed by the provisions of the Companies Act 2013 The company is nothaving any subsidiary and hence holding directorships by any of the directors of thecompany in subsidiary is not applicable in case of the company. Shri B. J. Maheshwari andShri Vijay S. Banka have relinquished their sitting fees payable to them for attending theBoard/ Committee meetings. The details of remuneration has been provided in AnnexureIII.
17. MEETINGS OF THE BOARD OF DIRECTORS :
The Board of Directors of the Company met Four (4) times during the year May 28 2018August 13 2018 November 9 2018 & February 14 2019.
18. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Management or theirrelativeswhichcouldhavehad conflictwith the interests of the Company.
Transactions potential with related parties entered by the Company in the normalcourse of business are periodically placed before the Audit Committee for its omnibusapproval and the particulars of contracts entered during the year as per Form AOC-2 isenclosed herewith and marked as Annexure I. The Board of Directors of the Companyhas on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the rules thereunder and the ListingRegulations.
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri G. R. Morarka will retire by rotation in the ensuing Annual General Meeting and iseligible for re-appointment. Shri. B. J. Maheshwari Shri S. H. Nevatia and Shri V. S.Banka are proposed to be re-appointed as Independent Directors of the Company in theensuing Annual General Meeting. The brief resume/details relating to Directors who are tobe appointed / re-appointed as above are furnished in the Corporate Governance Report.
Mr. L. N. Heda resigned as Chief Financial Officer of the Company w.e.f. 1 stApril 2018 and Mr. P. P. Singh appointed in his place.
21. STATEMENT OF DIRECTOR'S RESPONSIBILITIES:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2019 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Notes to theFinancial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that c. that proper and sufficient care has been taken forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively. f.that systems to ensure compliance with the provisions of all applicable laws were in placeand were adequate and operating effectively.
22. CORPORATE GOVERNANCE:
In accordance with Regulations 34 of SEBI (LODR) Regulations 2015 CorporateGovernance Report along with Auditors' certificate thereon is enclosed and forms part ofthe report.
23. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith and marked as Annexure II. 24.
PARTICULARS OF EMPLOYEE:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is attached herewith and marked as Annexure III.
All the non executive directors of the company due to financial constraints beingfaced by the company have relinquished their remuneration. Further no sitting fees hasbeen paid to any director during the year except to Shri S. H.Nevatia and Ms. PriyankaMorarka.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are: a) Employed throughout the year Nil b) Employed for part of the year NilThe remuneration paid to all Key management Personnel was in accordance with remunerationpolicy adopted by the company.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has put in place a policy on Anti Sexual Harassment. No complaints havebeen received under this policy during the period.
26 .CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE ANDOUTGO:
Particulars relating to conservation of energy and technology absorption stipulatedunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of The Companies(Accounts) Rules 2014 is not applicable to the company. The company does not have anyforeign exchange earnings and expenditure.
M/s.B P Gharda & Co. Chartered Accountants Firm Reg. No. 103155W Mumbai wereappointed as the Statutory Auditors of the Company at the AGM held consecutive 26thSeptember2017toholdofficeuntil the conclusion of the fifth AGM are ratified forthe Financial Year 2019-20. As required under the provisions of Section 139 of theCompanies Act 2013 the Company has obtained written confirmation from M/s.B P Gharda& Co. that their appointment is made in conformity with the limits specified in thesaid Section.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. V K M & Associates. (CP No.:4279 FCS: 5023) Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as Annexure IV. The observations in the said report are self-explanatoryand no further comments/explanations are called for.
28. AUDITOR'S REPORT:
There are no adverse remarks or observations of the Statutory Auditors in their Report.
29. MANAGEMENT DISCUSSON AND ANALYSIS:
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and listing regulations of Stock Exchanges the ManagementDiscussion and Analysis Report is enclosed as a part of this report.
30. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
No Loans Guarantees or investments are made under Section 186 of the Act during theyear.
31. PUBLIC DEPOSITS:
The Company is an NBFC ND and hence does not have any fixed deposits at the beginningof the year in terms of Section 74 of the Companies Act 2013. The Company did not acceptany deposits during the year.
The Company's Equity Shares are listed on Bombay Stock Exchange Limited (BSE).
33. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. Allthe Board Members and Senior Management Personnel have confirmed compliance with the Code.
34. REPORTING OF FRAUDS:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Companies Act 2013 & Rules framed thereunder either to the Company orto the Central Government.
Your Directors take this opportunity to place on record their appreciation for theco-operation received from Employees and overwhelming support extended by theshareholders.
| ||By order of the Board |
| ||FOR MORARKA FINANCE LIMITED |
| ||G. R. MORARKA |
| ||CHAIRMAN |
| ||(DIN:00002078) |
| ||B. J. MAHESHWARI |
|Place : Mumbai ||DIRECTOR |
|Dated: May 30 2019 ||(DIN:00002075) |