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Mudra Financial Services Ltd.

BSE: 539819 Sector: Financials
NSE: N.A. ISIN Code: INE967S01014
BSE 05:30 | 01 Jan Mudra Financial Services Ltd
NSE 05:30 | 01 Jan Mudra Financial Services Ltd

Mudra Financial Services Ltd. (MUDRAFINSER) - Director Report

Company director report

Your Directors have great pleasure in presenting the Twenty Fourth Annual Report alongwith the Audited Statement of Accounts for the year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rs)
Particulars Year ended 31.03.2018 Year ended 31.03.2017
Revenue from Operations 1550000 765385
Other Income 6252693 5748900
Total Revenue 7802693 6514285
Less : Total Expenses 3667033 2827987
Profit Before Tax 4135660 3686298
Less : Tax Expense
Current Tax 1068000 1083500
Earlier Years Tax - 750925
Deferred Tax (915) 233
Profit After Tax 3068575 1851640

2. OPERATIONAL REVIEW:

Your Company has earned total revenue of Rs.78.03 lakhs during the current yearas compared to Rs.65.14 lakhs earned in the previous year. During the year underreview the company has earned Profit after Tax of Rs.30.69 lakhs as compared toProfit after Tax of Rs.18.52 lakhs in immediately preceding financial year. Thecompany has posted better operational and financial performance for the year under reviewwhich has happened due to the commitment and untiring efforts of management executivesand staff at all the levels who were instrumental in achieving these results.

3. DIVIDEND:

In view of nominal profits after taxes and in order to plough back the profits of thecompany for further growth and development the Directors have decided not to recommend anydividend for the year ended 31st March 2018.

4. TRANSFER TO RESEREVES:

During the year under review the company has transferred an amount of Rs.6.14 lakhsto the Statutory Reserve pursuant to Section 45-IC of RBI Act 1934.

5. CHANGES IN NATURE OF BUSINESS:

No significant change has been made in the nature of the business of the company duringthe financial year 2017-18.

6. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2018 is Rs. 50100000/- dividedinto 5010000 Equity shares having face value of Rs. 10/- each fully paid up. During theyear under review the Company has not issued any shares with differential voting rightsnor granted any stock neither options nor sweat equity.

7. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

8. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the year under review.

9. PARTICULARS OF LOANS GUARANTEES/SECURITIES OR INVESTMENTS:

There were no guarantees/securities or investments made by the Company under Section186 of the Companies Act 2013 during the year under review. The details of the loansgiven by the Company have been disclosed in the notes to the financial statements.

10. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to the Companyfor the financial year ended 31st March 2018.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant or material orders passed by the Regulators or Courts thatwould impact the going concern status of the Company and its future operations.

12. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure‘A’ and forms an integral part of this Report.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

Your Company has Five (5) Directors of which Two (2) are IndependentDirectors.

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company. Mr. Sanjeev Maheshwari Director (DIN: 02431173)retires by rotation and being eligible offers himself for re-appointment. During the yearall the Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence provided under Section 149(6) of the Act and Regulation 16(b) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL:

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee have re-appointed Mr. Dipen Maheshwari as Managing Director for a period of3(Three) years w.e.f. 1st April 2018 subject to approval of the members at the AnnualGeneral Meeting.

During the year under Mr. Anirudh Kumar Tanvar tendered his resignation from the postof Company Secretary cum Compliance Officer of the company w.e.f. 15th November 2017.Your Directors express their gratitude towards his valuable contribution for the growthand development of the company.

Mr. Hemang Satra was appointed as the Company Secretary and Compliance officer of thecompany w.e.f. 2nd May 2018. However due to his pre-occupation he tendered hisresignation from the office of Company Secretary & Compliance Officer of the Companywith effect from 26th May 2018.

Ms. Meghna Tank was appointed as the Chief Financial Officer (CFO) of the companyw.e.f. 2nd May 2018.

There was no other change in the composition of Board / Key Managerial Personnel of theCompany during the financial year under review.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134(5)of the Companies Act 2013:

(a) in the preparation of the Annual Accounts for the financial year ended 31st March2018 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and under Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation after taking into consideration various aspects of theBoard’s functioning composition of the Board and its Committees culture executionand performance of specific duties remuneration obligations and governance. Theperformance evaluation of the Independent Directors was carried out by the non-IndependentDirectors. The performance evaluation of the Chairman and the Non-Independent Directorswas carried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.

16. MEETING OF BOARD OF DIRECTORS OF THE COMPANY:

Number of meetings of the Board of Directors: During the year 2017-18 BoardMeetings were convened and held on 29th May 2017 11th August 2017 13th November 20175th February 2018 and 31st March 2018. The details of these are as follows:

Name of the Director Category of Directorship No. of meetings during the year
Held Attended
Mr. Dipen Maheshwari Managing Director 5 5
Mr. Atul Jain Non - Executive Director 5 5
Mr. Jagannathan Ramanuj Chakravarti Non-Executive Independent Director 5 5
Mr. Sanjeev Maheshwari Non-Executive Director 5 5
Mrs. Asha Krishan Kumar Rathi Non-Executive Independent Director 5 5

17. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance andas per the provisions contained in Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has constituted an Audit Committeecomprising of three Directors. The Board terms of reference of the Audit Committee are inconsonance with the provisions of Section 177 of the Companies Act 2013 the ListingAgreement and the Listing Regulations.

The Committee acts as a link between the Management the Statutory Auditors and theBoard of Directors of the Company. The Committee focuses its attention on monitoring thefinancial reporting system within the Company considering Quarterly & AnnualFinancial Results of the Company and submitting its observations to the Board of Directorsbefore it is adopted by the Board review of internal audit report internal controlsystem audit methodology and process major accounting policies and practice compliancewith accounting standards. Committee also reviews the legal compliance reporting system.

The particulars of Members of Audit Committee and their attendance at the Meetings areas under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Jagannathan Ramanuj Chakravarti Chairman Non-Executive Independent Director 4 4
Mr. Atul Jain Member Non-Executive Director 4 4
Mrs. Asha Krishan Kumar Rathi Member Non-Executive Independent Director 4 4

The Audit Committee meetings were held on 29th May 2017 11th August 2017 13thNovember 2017 and 5th February 2018 and all members of the Audit Committee were present.

18. NOMINATION AND REMUNERATION COMMITTEE:

The Company has a ‘Nomination and Remuneration Committee’ in order to alignit with the provisions of Section 178 of the Companies Act 2013 and Regulation 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company has a policy in place which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The policy lays down the criteria determining qualifications positive attributesindependence of a director and other matters pursuant to the provisions of subsection (3)of Section 178 of the Companies Act 2013. The particulars of the members of

Nomination and Remuneration Committee and their attendance at the meeting are as under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Jagannathan Ramanuj Chakravarti Chairman Non-Executive Independent Director 2 2
Mr. Atul Jain Member Non-Executive Director 2 2
Mrs. Asha Krishan Kumar Rathi Member Non-Executive Independent Director 2 2

The Nomination and Remuneration Committee meetings were held on 29th May 2017 and 5thFebruary 2018 respectively.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The particulars of Members of Stakeholders Relationship Committee and their attendanceat the Meetings are as under:

Name of the Director Designation Category of Directorship No. of Meetings during the year
Held Attended
Mr. Jagannathan Ramanuj Chakravarti Chairman Non-Executive Independent Director 4 4
Mr. Atul Jain Member Non-Executive Director 4 4
Mrs. Asha Krishan Kumar Rathi Member Non-Executive Independent Director 4 4

The Stakeholders Relationship Committee Meetings were held on 29th May 2017 11thAugust 2017 13th November 2017 and 5th February 2018.

The details of the Complaints received during the year under review are as follows:

Sr. No. Nature of Complaints Received Pending Disposed
1. Non receipt of Annual Report - - -
2. Non Receipt of Share Certificates after transfer - - -
3. Non Receipt of Demat Rejected S/C’s - - -
4. Others - - -
Total - - -

There were no complaints pending for action as on 31st March 2018.

20. MEETING OF INDEPENDENT DIRECTORS:

During the year under review pursuant to Regulation 25(3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Independent Directors of the Companymet on Saturday 31st March 2018 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors ofthe Company as whole.

2. Evaluation of performance of the Chairman of the Company taking into accountthe views of Executive and Non-Executive Directors.

3. Assess the quality quantity and timeliness of flow of information between themanagement of the listed company and the Board of Directors that is necessary for theBoard of Directors to effectively and reasonably perform their duties.

21. REMUNERATION AND SITTING FEES:

The details of remuneration and sitting fees paid are as follows:

Name of the Director Category of Directorship Remuneration paid to the Director Sitting fees paid to the Director
Mr. Atul Jain Non-Executive Director - -
Mr. Jagannathan Ramanuj Chakravarti Non-Executive Independent Director NA -
Mr. Sanjeev Maheshwari Non-Executive Director - -
Mrs. Asha Krishan Rathi Non-Executive Independent Director NA -
Mr. Dipen Maheshwari Managing Director 692646 -

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has in place a Vigil Mechanism/Whistle Blower policy toreport genuine concerns grievances frauds and mismanagements if any .The VigilMechanism/Whistle Blower policy is posted on the website of the Company.

23. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to theprovisions of Section 188 of the Companies Act 2013 and rules made thereunder were in theordinary course of business and at arm’s length basis. Further there are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of the Company at large.

24. DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of boththe depositories i.e. National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited. The Company has been allotted ISIN No. INE967S01014.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

25. 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.

26. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Sampat Mehta & Associates Chartered Accountants Mumbai (Firm RegistrationNo. 109038W) who were appointed as the Statutory Auditors of the Company for a period of 5years from the conclusion of 23rd AGM until the conclusion of 28th AGM of the Company beand is hereby recommended for ratification for the Financial Year 2018-19. As requiredunder the provisions of Section 139 of the Companies Act 2013 the Company has obtainedwritten confirmation from M/s. Sampat Mehta & Associates that their appointment ifmade would be in conformity with the limits specified in the said Section.

The report of the auditors does not contain any adverse remarks for the financial yearended 31st March 2018.

B. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed Mrs. Bijal Nagda Practising Company Secretary toundertake the Secretarial Audit of the Company.

The observations made by the Secretarial Auditor are more particularly given in thereport in the prescribed Form MR-3 and is self-explanatory and does not call for furthercomments from the Directors of the company. The report is annexed herewith as Annexure‘B’ and forms an integral part to this Report.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an in house Internal Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal Audit functionis defined by the Audit Committee. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the internal audit function the Company undertakes corrective action in theirrespective areas and thereby strengthens the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.

28. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report are attached as Annexure ‘C’ and form an integral part ofthis report.

29. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (LODR) Regulations 2015 a Corporate GovernanceReport is required to be attached to the Directors Report; however the same is notapplicable to the company.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

Information under Section 134(3)(m) of The Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014:

A. Conservation of Energy Not Applicable
B. Technology Absorption Not Applicable
C. Foreign Exchange Earnings and outgo
Foreign Exchange Earned Nil
Foreign Exchange Outgo Nil

31. SEXUAL HARASSMENT:

The Company was not required to constitute an Internal Complaint Committee as requiredunder Section 4 of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Rules made thereunder as the company does not employ 10or more employees during the financial year 2017-18.

32. PARTICULARS OF EMPLOYEES:

The requisite details as per Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as "Annexure D" and forms anintegral part of this report.

33. LISTING:

The Company’s Equity Shares are listed on BSE Limited. The company has also paidlisting fees to BSE Limited up to 31st March 2018 and has complied with all the requiredformalities.

34. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.

The company has adopted accounting policies which are in line with the accountingstandards and the Companies Act 2013.

35. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed thereunder either to the Company or to the CentralGovernment.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.

37. SECRETARIAL STANDARD:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

38. RISK MANAGEMENT POLICY:

According to the Directors of the Company elements of risk that could threaten theexistence of the Company are very minimal. Hence no separate risk management policy isformulated by the Company.

39. APPRECIATION:

Your Directors would like to express their sincere appreciation to the company’sShareholders Vendors and Stakeholders including Banks other business associates whohave extended their valuable sustained support and encouragement during the year underreview. Your Directors also wish to place on record their appreciation for impressivegrowth achieved through the competence hard work solidarity cooperation and support ofemployees at all levels.

Registered Office: For and on behalf of the Board of Directors
3rd Floor Vaastu Darshan "B" Wing For Mudra Financial Services Limited
Azad Road Andheri (East)
Mumbai – 400 069 Sanjeev Maheshwari Atul Jain
Place: Mumbai Director Director
Date : 28th May 2018 DIN: 02431173 DIN: 00096052