Mudra Financial Services Ltd.
|BSE: 539819||Sector: Financials|
|NSE: N.A.||ISIN Code: INE967S01014|
|BSE 00:00 | 05 Aug||Mudra Financial Services Ltd|
|NSE 05:30 | 01 Jan||Mudra Financial Services Ltd|
|BSE: 539819||Sector: Financials|
|NSE: N.A.||ISIN Code: INE967S01014|
|BSE 00:00 | 05 Aug||Mudra Financial Services Ltd|
|NSE 05:30 | 01 Jan||Mudra Financial Services Ltd|
Your Directors have great pleasure in presenting the Twenty Sixth (26th) Annual Reporttogether with the Audited Accounts of the company for the year ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS:
2. OPERATIONAL REVIEW:
Your Company has earned total revenue of Rs. 110.45 lakhs during the current year ascompared to Rs. 64.83 lakhs earned in the previous year. During the year under review thecompany has earned Profit after Tax of Rs. 47.61 lakhs as compared to Profit after Tax ofRs. 14.83 lakhs in immediately preceding financial year.
Your Directors have not recommended any dividend for the year ended 31st March 2020in order to plough back the profits for future growth and development of the Company.
4. TRANSFER TO RESEREVES:
During the year under review the company has transferred an amount of Rs. 9.53 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 2019-2020.
6. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31st March 2020 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. 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 AnnexureA' and forms an integral part of this Report.
8. SUSIDIARIES/JOINTVENTURES/ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
9. 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.
10. PARTICULARS OF LOANS GUARANTEES/SECURITIES OR INVESTMENTS:
There were no guarantees or securities given by the Company under Section 186 of theCompanies Act 2013 during the year under review. The details of the loans given andinvestments made by the Company have been disclosed in the notes to the financialstatements.
11. 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 2020.
12. DETAILS OF 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.
13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Atul Jain Director (DIN: 00096052) retires byrotation and being eligible offers himself for re-appointment.
Pursuant to the provisions of the Act and based on the recommendation of the Nominationand Remuneration Committee the Board had recommended re-appointment of Mrs. Asha Rathi asan Independent Non-Executive Director for a second term of 5 (Five) consecutive yearsw.e.f. 24th March 2020 upto 23rd March 2025 and the same was approved by the membersthrough Special Resolution at the 25th Annual General Meeting held on 30th September2019.
During the year under review the appointment of Mr. Jiyan Shah (DIN: 08395058) wasregularized as the same was approved by the members at the 25th Annual General Meetingheld on 30th September 2019.
Mr. Sanjeev Maheshwari (DIN: 02431173) Director has resigned from the post ofdirectorship w.e.f. 24th December 2019 and the same was approved by the Board ofDirectors of the Company in their meeting held on 7th January 2020. Your Directors placeon record his sincere appreciation for the valuable contribution and the services renderedby him during his tenure as Director of the company.
KEY MANAGERIAL PERSONNEL:
There were no changes in the composition of Key Managerial Personnel of the companyduring the financial year under review.
However Mr. Ajaykumar Nareshkumar Kabra resigned from the office of Company Secretary& Compliance Officer of the Company w.e.f. 30th June 2020 due to personal reasons.
In order to fill the vacancy created by resignation of Mr. Ajaykumar Nareshkumar Kabrathe company has appointed Ms. Ekta Hitesh Thakkar as the Company Secretary and ComplianceOfficer of the Company w.e.f 1st July 2020 pursuant to provisions of Section 203 &179 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Regulation 6(1) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
During the year under review all the Independent Directors have submitted theDeclaration of Independence as required pursuant to Section 149(7) of the Companies Act2013 stating that they meet the criteria of independence provided under Section 149(6) ofthe Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
STATEMENT ON INTEGRITY EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors regardingtheir Integrity Expertise and Experience.
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 March2020 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 Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an evaluation after taking into consideration various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties remuneration obligations and governance. The performanceevaluation of the Independent Directors was carried out by the non-Independent Directors.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors. The Board of Directors expressed their satisfaction withthe evaluation process.
16. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:
During the year under review 6 (Six) Board Meetings were convened and held on 30th May2019 13th August 2019 13th September 2019 21st November 2019 7th January 2020 and6th February 2020. The maximum interval between any two meetings did not exceed 120 daysas prescribed in the Companies Act 2013. The details of these are as follows:
17. AUDIT COMMITTEE:
In accordance with the provisions contained in Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and in consonance with theprovisions of Section 177 of the Companies Act 2013 the Board of Directors hadconstituted an Audit Committee comprising of 3 Directors.
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. The committee also reviews the legal compliance reportingsystem.
The particulars of Members of Audit Committee and their attendance at the Meetings areas under:
The Audit Committee meetings were convened and held on 30th May 2019 13th September2019 21st November 2019 and 6th February 2020 and all the members of the AuditCommittee were present.
18. NOMINATION AND REMUNERATION COMMITTEE ("NRC") :
The Company has a Nomination and Remuneration Committee' in order to align itwith 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 sub-section (3)of Section 178 of the Companies Act 2013. The policy is posted on the website of theCompany https://www.mudrafinancial.in/.
The particulars of the members of NRC and their attendance at the meeting are as under:
The NRC meetings were convened and held on 30th May 2019 and 7th January 2020.
19. STAKEHOLDERS RELATIONSHIP COMMITTEE ("SRC"):
The particulars of members of Stakeholders Relationship Committee and their attendanceat the meetings are as under:
The SRC meetings were convened and held on 30th May 2019 13th September 2019 21stNovember 2019 and 6th February 2020.
The details of the Complaints received during the year under review are as follows :
There were no complaints pending for action as on 31st March 2020.
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 Thursday 6th February 2020 inter-alia to discuss:
1. Evaluation of performance of Non-Independent Directors and Board of Directors of theCompany as a whole;
2. Evaluation of performance of the Chairman of the Company taking into account theviews of Executive and NonExecutive Directors; and
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:
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 Companyhttps://www.mudrafinancial.in/.
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 the rules made thereunder were inthe ordinary 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 both thedepositories i.e. National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited. As a result the investors have an option to hold the shares ofthe Company in a dematerialized form in either of the two Depositories. The Company hasbeen 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.
All the Board Members and Senior Management Personnel have confirmed compliance withthe Code.
A. STATUTORY AUDITORS AND THEIR REPORT:
The Company has obtained written confirmation from M/s. Sampat Mehta & AssociatesChartered Accountants (Firm Registration No. 109038W) that their appointment continues tobe in conformity with the conditions specified in Section 139 of the Companies Act 2013and hence they continue to hold office until the conclusion of the 28th Annual GeneralMeeting.
The auditors have issued an unqualified report for the year ended 31st March 2020however the observations of the auditors contained in their Report have been adequatelydealt with in the Notes to the Accounts which are self-explanatory and therefore do notcall for any further comments.
B. SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company had appointed Mr. Anirudh Kumar Tanvar (Membership No. A23145) asSecretarial Auditor of the Company for the Financial Year 2019-2020 in compliance with theapplicable provisions of the Companies Act 2013.
As required under Section 204(1) of the Companies Act 2013 the Company has obtained asecretarial audit report which does not contain any qualification reservation or adverseremark.
The Secretarial Audit report in the prescribed Form MR-3 is annexed herewith asAnnexure B' and forms an integral part to this report.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in house Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficiency 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 control system. Significant auditobservations and recommendations along with the corrective actions thereon are presentedto the Audit Committee of the Board.
28. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is attached as Annex- ure C' and forms an integral part of thisreport.
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 EARNINGS AND OUTGO:
Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014:
The Company has constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.
32. PARTICULARS OF EMPLOYEES:
The requisite details in respect of employees of the Company required pursuant to Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as "Annexure D" and forms an integral part of this report.
Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Act and the Rules framed thereunder is enclosed as "Annexure E"to the Board's Report.
The equity shares of the company are listed on BSE Limited.
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 Act & 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. EMERGENCE OF COVID-19 - A GLOBAL PANDEMIC:
In the last month of the financial year 2019-2020 there was an outbreak of COVID-19commonly known as Coronavirus; a nationwide pandemic that developed rapidly into a globalcrisis which resulted in a lock-down of all the economic activities in the countryaffecting all the Companies across all industries. For the Company the focus immediatelyshifted to ensure the health and well-being of all the employees and to curb thedisruption to services for all our services globally.
The Company has also shown quick response and filled the voluntary form on COVID-19(Company Affirmation of Readiness towards COVID-19) deployed on the website of theMinistry of Corporate Affairs and has followed all the necessary guidelines of the same.
38. SECRETARIAL STANDARDS:
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.
39. 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.
40.SAFETY ENVIRONMENT CONTROL AND PROTECTION:
The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.
41. DISCLOSURE ON MAINTENANCE OF COST RECORDS:
Maintenance of Cost Records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the company.
42. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of 31st March 2020 the Board had 4 members 2of who are Executive directors 2 are Non-Executive and Independent members 1 of theIndependent directors of the Board is a Woman Director. The policy of the Company onDirectors' appointment and remuneration including the criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 is available onour website at http://mudrafinancial.in/ We affirm that the remuneration paid to thedirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.
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.