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Mudra Financial Services Ltd.

BSE: 539819 Sector: Financials
NSE: N.A. ISIN Code: INE967S01014
BSE 00:00 | 29 Mar Mudra Financial Services Ltd
NSE 05:30 | 01 Jan Mudra Financial Services Ltd
OPEN 3.67
PREVIOUS CLOSE 3.67
VOLUME 50
52-Week high 3.67
52-Week low 0.00
P/E 3.99
Mkt Cap.(Rs cr) 2
Buy Price 3.67
Buy Qty 15005.00
Sell Price 3.50
Sell Qty 100.00
OPEN 3.67
CLOSE 3.67
VOLUME 50
52-Week high 3.67
52-Week low 0.00
P/E 3.99
Mkt Cap.(Rs cr) 2
Buy Price 3.67
Buy Qty 15005.00
Sell Price 3.50
Sell Qty 100.00

Mudra Financial Services Ltd. (MUDRAFINSER) - Director Report

Company director report

Your Directors have great pleasure in presenting the Twenty FifthAnnual Report together with the Audited

Accounts of the company for the year ended 31st March2019.

1. FINANCIAL HIGHLIGHTS:

Particulars Year ended 31.03.2019 Year ended 31.03.
Revenue from Operations 7931266 7736766
Other Income 66076 65927
Total Revenue 7997342 7802693
Less : Total Expenses 4469868 3667033
Pro t Before Tax 3527474 4135660
Less : Tax Expense
Current Tax 1031000 1068000
Earlier Years Tax
-
Deferred Tax 171
Pro t After Tax 2496303 3068575

2. OPERATIONAL REVIEW:

Your Company has earned total revenue of Rs.79.31 lakhs during thecurrent year as compared to Rs.77.37 lakhs earned in the previous year. During the yearunder review the company has earned Pro t after Tax of Rs.24.96 lakhs as compared to Prot after Tax of Rs.30.69 lakhs in immediately preceding financial year. The profit of thecompany has dipped down by a small ratio due to sloppy market conditions and alsoincreased competition. However the management is positive towards achieving betteroperational and financial performance for the next year. The Board of Directors of thecompany has a positive approach towards the company's performance in near future and alsoexpect rise in total revenue of the company.

3. DIVIDEND:

Your Directors have not recommended any dividend for the year ended31st March 2019 in order to plough back the profits for future growth and development ofthe Company.

4. TRANSFER TO RESERVES:

During the year under review the company has transferred an amount ofRs.5 lakhs to 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 ofthe company during the financial year 2018-19.

6. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2019 is Rs.50100000/- divided into 5010000 Equity Shares having face value of Rs. 10/- eachfully paid up. During the year under review the Company has not issued any shares withdifferential voting rights nor 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 FormMGT-9 as required under Section 92 of the Companies Act 2013 is included in this Reportas Annexure 'A' and forms an integral part of this Report.

8. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

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

9. PUBLIC DEPOSITS:

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

10. PARTICULARS OF LOANS GUARANTEES/SECURITIES OR INVESTMENTS:

There were no guarantees/securities or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review. The details ofthe loans given 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 theCompanies (Corporate Social

Responsibility Policy) Rules 2014 were not applicable to the Companyfor the financial year ended 31st March 2019.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS:

There were no significant or material orders passed by the Regulatorsor Courts that would impact the going concern status of the Company and its futureoperations.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act2013 and Articles of Association of the Company Mr. Atul Jain Director (DIN:00096052)retires by rotation and being eligible offers himself for re-appointment.

During the year under review Mr. Jiyan Shah (DIN: 08395058) has beenappointed as an Additional

Independent Director not liable to retire by rotation to hold officefor a term of five years w.e.f. 30th March 2019 and by virtue of the Act is eligible tohold office up to the date of the ensuing AGM. Further in conformity with the provisionsof the Companies Act 2013 Mr. Jiyan Shah (DIN: 08395058) being eligible has proposedhis candidature to be appointed as an Independent Director of the Company. Your Directorspropose to regularize his appointment as an Independent Director of the Company underSection 149 and 161(1) of the Act and the Listing Regulations to hold office for a term offive years with effect from 30th March 2019 upto 29th March 2024.

Pursuant to the provisions of the Companies Act 2013 ("theAct") and Clause 49 of the erstwhile Listing Agreement Mrs. Asha Rathi was appointedas an Independent Non-Executive Director to hold office for

ve consecutive years for a term upto 24th March 2020 by the members ofthe Company in the 21st AGM held on 30th September 2015. She is eligible forre-appointment as an Independent Director for second term of five consecutive years.

Pursuant to the provisions of the Act and based on the recommendationof the Nomination and Remuneration Committee the Board recommends re-appointment of Mrs.Asha Rathi as an Independent

Director for second term of 5 (Five) consecutive years w.e.f. 24thMarch 2020 upto 23rd March 2025 for the approval of the members throughSpecial Resolution at the ensuing Annual General Meeting.

Pro le and other information of Mr. Atul Jain Mrs. Asha Rathi and Mr.Jiyan Shah as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standard - 2 forms part of the noticeconvening the ensuing Annual General Meeting. The above proposal for re-appointment formspart of the Notice of the Twenty Fifth Annual General Meeting and the relevant resolutionis recommended for your approval therein.

KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Hemang Satra was appointed as theCompany Secretary and

Compliance officer of the company w.e.f. 2nd May 2018. Mr.Hemang Satra resigned from the office of Company Secretary & Compliance Officer of theCompany w.e.f. 26th May 2018 due to pre-occupation.

In order to ll the vacancy created by resignation of Mr. Hemang Satrathe company has appointed Mr. Ajay Kumar Naresh Kumar Kabra as the Company Secretary andCompliance Officer of the Company w.e.f 26th November 2018 pursuant to provisions ofSection 203 & 179 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Regulation 6(1) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

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

There was no other change in the composition of Board / Key ManagerialPersonnel of the company during the financial year under review.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Your Company has 2(Two) Independent Directors as on the date of thismeeting. 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.

14. DIRECTORS' RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the Annual Accounts for the financial yearended 31st March 2019 the applicable accounting standards had been followed along withproper explanation relating to material departures if any;

(b) the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

(c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

(e) the Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out an evaluation after taking into consideration various aspects of theBoard's functioning 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 review7th (Seven) Board Meetings wereconvened and held on 2nd May 2018 28th May 2018 13thAugust 2018 14th November 2018 26th November 2018 14thFebruary 2019 and 30th March 2019.The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.The details of these are asfollows:

Name of the Director Category of Directorship No. of meetings during the year
Held Attended
Managing Director 7 7
Mr. DipenMaheshwari
Mr. Atul Jain 7 7
Non-Executive Director
Mr. SanjeevMaheshwari Non-Executive Director 7 7
Mr. JagannathChakravarti Independent Non-Executive
7 7
(resigned w.e.f. 30/03/2019 Director
Independent Non-Executive
Mrs. AshaRathi 7 7
Director
Mr. Jiyan Shah Independent Non-Executive
7 N.A
(Appointed w.e.f 30/03/2019) Director

17. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and in consonance withthe provisions 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 StatutoryAuditors and the Board of Directors of the Company. The Committee focuses its attention onmonitoring the financial reporting system within the Company considering Quarterly &Annual Financial Results of the Company and submitting its observations to the Board ofDirectors before it is adopted by the Board review of internal audit report internalcontrol system audit methodology and process major accounting policies and practicecompliance with accounting standards. The committee also reviews the legal compliancereporting system.

The particulars of Members of Audit Committee and their attendance atthe Meetings are as under:

Name of the Director Designation Category of Directorship No. of meetings during the year
Held Attended
Mr. Jagannath Chakravarti Chairman Independent Non-Executive Director 5 5
(resigned w.e.f.30/03/2019)
Mr. Atul Jain Member Non-Executive Director 5 5
Mrs. Asha Rathi Member Independent Non-Executive Director 5 5
Mr. Jiyan Shah Member Independent Non-Executive Director 5 N.A
(Appointed w.e.f 30/03/2019)

The Audit Committee meetings were convened and held on 2ndMay 2018 28th May 2018 13th August 2018 14thNovember 2018 and 14th February 2019 and all the members of the AuditCommittee were present. The Board of directors at their meeting held on 30th March 2019has reconstituted the committee and appointed Mr. Jiyan Shah as a member of the AuditCommittee in place of Mr. Jagannath Chakravarti and Mrs. Asha Rathi as a Chairperson ofthe Audit Committee.

18. NOMINATION AND REMUNERATION COMMITTEE ("NRC"):

The Company has a 'Nomination and Remuneration Committee' in order toalign it with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Company has a policy in place which lays down a framework inrelation to remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. The policy lays down the criteria determining qualifications positiveattributes independence of a director and other matters pursuant to the provisions ofsub-section (3) of Section 178 of the Companies Act 2013. The policy is posted on thewebsite of the Company https://www.mudra financial. in/.

The particulars of the members of NRC and their attendance at themeeting are as under:

Name of the Director Designation Category of Directorship No. of meetings during the year
Held Attended
Mr. Jagannath Chakravarti Chairman Independent Non-Executive Director 5 5
(resigned w.e.f.30/03/2019)
Mr. Atul Jain Member Non-Executive Director 5 5
Mrs. Asha Rathi Member Independent Non-Executive Director 5 5
Mr. Jiyan Shah Member Independent Non-Executive Director 5 N.A
(Appointed w.e.f 30/03/2019)

The NRC meetings were convened and held on 2nd May 2018 28thMay 2018 26th November 201814

February 2019 and 30th March 2019 respectively. The Board ofDirectors at their meeting held on 30th March 2019 has reconstituted the committee andappointed Mr. Jiyan Shah as a member of the NRC in place of Mr. Jagannath Chakravarti andMrs. Asha Rathi as a Chairperson of the NRC.

19. STAKEHOLDERS RELATIONSHIP COMMITTEE ("SRC"):

The particulars of members of Stakeholders Relationship Committee andtheir attendance at the meetings are as under:

Name of the Director Designation Category of Directorship

No. of meetings during the year

Held Attended
Mrs. Asha Rathi Chairperson Independent Non-Executive Director 4 4
Mr. Atul Jain Member Non-Executive Director 4 4
Mr. Jagannath Chakravarti Member Independent Non-Executive Director 4 4
(resigned w.e.f.30/03/2019)
Mr. Jiyan Shah Member Independent Non-Executive Director 4 N.A
(Appointed w.e.f 30/03/2019)

The SRC meetings were convened and held on 28th May 201813th August 2018 14th November 2018 and

14th February 2019. The Board of directors at their meetingheld on 30th March 2019 has reconstituted the committee and appointed Mr. Jiyan Shah as amember of the SRC in place of Mr. Jagannath Chakravarti.

The details of the Complaints received during the year under review areas 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 2019.

20. MEETING OF INDEPENDENT DIRECTORS:

During the year under review pursuant to Regulation 25(3) of SEBI(Listing Obligations and Disclosure

th

Requirements) Regulations 2015 the Independent Directors of theCompany met on Wednesday 14 February 2019 inter-alia to discuss:

1.Evaluation of performance of Non-Independent Directors and Board ofDirectors of the Company as a whole; 2.Evaluation of performance of the Chairman of theCompany taking into account the views of Executive and Non-Executive Directors; and3.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
(in Rs.)
Mr. Dipen Maheshwari Managing Director 815709 -
Mr. Jagannath Chakravarti Independent Non-Executive
NA -
(resigned w.e.f. 30/03/2019 Director
Non-Executive Director - -
Mr. Sanjeev Maheshwari
Independent Non-Executive
Mrs. Asha Rathi NA -
Director
Mr. Jiyan Shah Independent Non-Executive
NA -
(Appointed w.e.f 30/03/2019) Director
Mr. Atul Jain Non-Executive Director - -

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has in place a Vigil Mechanism/Whistle Blowerpolicy to report genuine concerns grievances frauds and mismanagements if any. TheVigil Mechanism/Whistle Blower policy is posted on the website of the Companyhttps://www.mudra nancial.in/.

23. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuantto the provisions of Section 188 of the Companies Act 2013 and the rules made thereunderwere in the ordinary course of business and at arm's length basis. Further there are nomaterially significant related party transactions made by the

Company with Promoters Key Managerial Personnel or other designatedpersons which may have potential conflict with the interest of the Company at large.

24. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depositorymechanism of both the depositories i.e. National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited. As a result the investors have an option tohold the shares of the Company in a dematerialized form in either of the two Depositories.The Company has been allotted ISIN No. INE967S01014.

Shareholders therefore are requested to take full benefit of the sameand lodge their holdings with Depository Participants [DPs] with whom they have theirDemat Accounts for getting their holdings in electronic form.

25. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance withthe applicable laws rules and regulations and highest standards of business ethics. Inrecognition thereof the Board of Directors has implemented a Code of Conduct foradherence by the Directors Senior Management Personnel and Employees of the Company. Thiswill help in dealing with ethical issues and also foster a culture of accountability andintegrity.

All the Board Members and Senior Management Personnel have con rmedcompliance with the Code.

26. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

The Company has obtained written confirmation from M/s. Sampat Mehta& Associates Chartered Accountants (Firm Registration No. 109038W) that theirappointment continues to be in conformity with the conditions specified in Section 139 ofthe Companies Act 2013 and 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 31stMarch 2019 however the observations of the auditors contained in their Report have beenadequately dealt with in the Notes to the Accounts which are self-explanatory andtherefore do not call for any further comments.

B. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Rules made thereunder the Company had appointed Mrs. Bijal Nagda PracticingCompany Secretary to undertake the Secretarial

Audit of the Company for the financial year 2018-19. The Board ofDirectors at its meeting held on 30th May 2019 has appointed Mr. Anirudh KumarTanvar (Membership No. A23145) as Secretarial Auditor of the Company for the FinancialYear 2019-2020 in compliance with the applicable provisions of the Companies Act 2013 inplace of Mrs. Bijal Nagda (Membership No. A26296); the retiring Secretarial Auditor.

As required under Section 204(1) of the Companies Act 2013 the Companyhas obtained a secretarial audit report which contains observations with regard toconstitution of the Board of Directors and Key Managerial Personnel. The company hascomplied with the same as on the date of the Secretarial Audit Report.

The Secretarial Audit report in the prescribed Form MR-3 is annexedherewith as Annexure '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 thesize scale and complexity of its operations. The scope and authority of the InternalAudit function is defined by the Audit Committee. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board.

The Internal Audit Department monitors and evaluates the ef ciency andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

Based on the internal audit function the company undertakes correctiveaction in their respective areas and thereby strengthens the control system. Significantaudit observations and recommendations along with 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 ManagementDiscussion and Analysis Report is attached as Annexure 'C' and forms an integralpart of this report.

29. CORPORATE GOVERNANCE:

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

30. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (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 has constituted 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. During the year under review nocomplaints were reported.

32. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company requiredpursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as "Annexure D" and forms an integral part of thisreport.

Disclosure pertaining to the remuneration and other details as requiredunder Section 197(12)of the Act and the Rules framed thereunder is enclosed as "AnnexureE" to the Board's Report.

33. LISTING:

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 controlscommensurate with the size scale and complexity of its operations. The Company haspolicies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information. The company has adopted accounting policies which arein line with the accounting standards and the Companies Act 2013.

35. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the StatutoryAuditors under Section 143(12) of the Act & Rules framed thereunder either to theCompany or to the Central Government.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY:

There have been no material changes and commitments affecting thefinancial position of the Company which occurred between the end of the financial year towhich the financial statements relate and the date of this report.

37. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by The Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

38. RISK MANAGEMENT POLICY:

According to the Directors of the Company elements of risk that couldthreaten the existence of the Company are very minimal. Hence no separate risk managementpolicy is formulated by the Company.

39. SAFETY ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such amanner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources at the Plant.

40. APPRECIATION:

Your Directors would like to express their sincere appreciation to thecompany's Shareholders Vendors and Stakeholders including Banks other businessassociates who have extended their valuable sustained support and encouragement duringthe year under review. Your Directors also wish to place on record their appreciation forimpressive growth achieved through the competence hard work solidarity cooperation andsupport of employees at all levels.

Registered Of ce: For and on behalf of the Board of Directors
For Mudra Financial Services Limited
3rd Floor Vaastu Darshan "B" Wing
Azad Road Andheri (East)
Mumbai 400 069. Atul Jain Dipen Maheshwari
Director Managing Director
Place: Mumbai
DIN: 00096052 DIN: 03148904
Date :13th August 2019