TO THE MEMBERS
Your Directors have pleasure in presenting the Thirty-Fifth AnnualReport on the business operations and state of affairs of the Company together withthe Standalone and Consolidated Audited Financial Statements for the financial year ended 31stMarch 2020:
1. FINANCIAL HIGHLIGHTS
The Company's standalone and consolidated financial performanceunder review along with previous year's figures is given hereunder:
|Particulars ||Current Year ||Previous Year ||Current Year ||Previous Year |
| ||Standalone ||Standalone ||Consolidated ||Consolidated |
| ||2019-2020 ||2018-2019 ||2019-2020 ||2018-2019 |
|Income From Operations ||279045167 ||111938394 ||272747517 ||106138460 |
|Other Income ||929968 ||934105 ||153980794 ||92894073 |
|Total Income ||279975135 ||112872499 ||426728311 ||199032533 |
|Profit before Interest Depreciation & Tax ||136225343 ||102282011 ||200728644 ||150645232 |
|Less : Interest ||89836005 ||63326767 ||94073493 ||100200558 |
|Profit Before Depreciation & Income Tax ||46389337 ||38955244 ||106655151 ||50444674 |
|Less : Depreciation ||804207 ||861228 ||1896638 ||1624483 |
|Profit After Depreciation and Interest ||45585130 ||38094016 ||104758513 ||48820191 |
|Less: Current Income Tax ||8005748 ||3004822 ||18130748 ||4145919 |
|Less: Deferred Tax ||(611234) ||(1333600) ||(489828) ||(1417850) |
|Net Profit After Taxation ||38190616 ||36422794 ||87117593 ||46092122 |
|Less: Transfer to Non-Controlling Interest ||- ||- ||23744600 ||4678020 |
|Less: Dividend ||8365080 ||8365080 ||8365080 ||8365080 |
|Less: Dividend Distribution Tax ||1719467 ||1719467 ||1719467 ||1719467 |
|Less: Transfer to Statutory Reserve ||7638123 ||7284559 ||7638123 ||7284559 |
|Less: Provision for Standard Assets ||1567737 ||472589 ||1567737 ||472589 |
|Balance carried to Balance Sheet ||18900209 ||18581099 ||44082586 ||23572407 |
|Earnings Per Share (Basic/Diluted) ||5.48 ||5.22 ||12.50 ||6.61 |
2. TRANSFER TO RESERVE
A sum of Rs.7638123/- has been transferred to Special Reserve duringthe year. Your Company does not propose to transfer any amount to General Reserve out ofthe amounts available for appropriation and an amount of Rs.18900209/- is proposed tobe retained in the Profit & Loss account.
The Board of Directors has recommended a dividend of Re.1.20(Rupee Oneand Twenty Paise Only) per equity share on face value of Rs.10/- (Rupees Ten each) i.e.12%for the financial year ended 31st March 2020.
The payment of dividend is subject to approval of Members at theforthcoming Annual General Meeting (AGM) would result in a Dividend outflow ofRs.8365080/-.
Pursuant to the amendments introduced by the Finance Act 2020 theCompany will be required to withhold taxes at the prescribed rates on the dividend paid toits shareholders w.e.f. 1stApril 2020. No tax will be deducted on payment ofdividend to the resident individual shareholders if the total dividend paid does notexceed Rs.5000/- The withholding tax rate would vary depending on the residential statusof the shareholder and documents registered with the Company.
Dividend will be paid to those Members whose names appear in theRegister of Members as on 18th September 2020.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31stMarch 2020 is Rs.69675000/-. During the year under review the Company has neitherissued any shares with differential voting rights nor granted any stock options nor anysweat equity.
The Company's equity share capital is listed on BSE Limited. Theshares are actively traded on BSE and have not been suspended from trading.
5. PERFORMANCE REVIEW
During the year under review Income from Operations increased fromRs.1119.38 Lakh to Rs.2790.45 Lakh (Increase of 149.29%). Profit before InterestDepreciation and Tax increased from Rs.1022.82 Lakh to Rs.1362.25 Lakh to (Increase of33.19%) and Profit after Tax increased from Rs.364.23 Lakh to Rs.381.91 Lakh to (Increaseof 4.85%) Provision for taxation for the year is Rs.73.95 Lakh (including Deferred TaxProvision) as compared to Rs.16.71 Lakh in the previous financial year.
6. INDIAN ACCOUNTING STANDARD (IND AS):
In the preparation of the financial statements the Company hasfollowed the Accounting Standards referred to in Section 133 of the Companies Act 2013.The significant accounting policies which are consistently applied are set out in theNotes to the Financial Statements.
The financial statements of the Company are prepared in compliance withthe Companies Act 2013 and Indian Accounting Standard (Ind AS). In accordance withthe Companies (Indian Accounting Standards) Rules 2015 of the Companies Act 2013 theCompany has been following the Indian Accounting Standards (Ind AS) for preparation of itsfinancial statements from 01st April 2019. Significant accounting policiesused for the preparation of the financial statements are disclosed in the notes to thefinancial statements.
7. PERFORMANCE OF SUBSIDIARY COMPANIES
During the year under review the Company has only one subsidiary -Mukesh Babu Securities Limited (CIN:U67120MH1994PLC076455) and the Highlights of thefinancial performance during Financial Year 2019-20 are as follows:
As on 31st March2020 the Authorised & Paid up ShareCapital of the Subsidiary Company is Rs.50000000/- (Rupees Five Crores Only). The netprofit of the Company for the year ended 31st March 2020 is Rs.489.27 Lakh ascompared to net profit of Rs.96.69 Lakh in previous year.
Accounts of Subsidiary:
The Consolidated Financial Statements of the Company are prepared inaccordance with the provisions of Section 129(3) of the Companies Act 2013 and as per theapplicable Accounting Standards issued by the Institute of Chartered Accountants of India.
Pursuant to proviso (b) to Section 136(1) of the Companies Act 2013 acopy of the Audited Financial statements for the year ended 31st March 2020alongwith the Reports of the Board of Directors and the Auditors of the Company'ssubsidiary- Mukesh Babu Securities Limited shall be furnished to any shareholder ondemand.
These are also available for inspection at the Registered Office of theCompany and are also being posted on the Company's website www.mukeshbabu.com
8. CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 33 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBIListing Regulations) and applicable provisions of Companies Act 2013 (theAct) the Consolidated Financial Statements of the Company have been prepared inaccordance with the applicable Accounting Standards and forms part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5of The Companies (Accounts) Rules 2014 Statement containing salient features of theFinancial Statements of subsidiary is annexed to this report as Annexure -A.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financialposition of the Company that occurred between the end of the financial year to which thesefinancial statements relate and the date of this report other than at macro-levelsituation of economic instability on account of the prevailing pandemic of COVID-19.
The outbreak of COVID-19 pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. India announced country-widestrict lockdown since the last week of March 2020 and such measures continue to be inforce till date in gradually relaxed form. The Company's operations have beenclassified as essential' and the Company has been permitted to operate underthe lockdown guidelines. However measures taken by the Government of each country tocontain the spread of the virus including travel bans quarantines social distancing andclosure of non-essential services have triggered significant disruptions to businessesworldwide resulting in an economic slowdown including in India.
11. PUBLIC DEPOSITS
No disclosure is required for the year under review since the Companyhas neither accepted nor renewed any deposits within the meaning of Section 73 and 74 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act 2013 pertaining toinvestment and lending activities is not applicable to the Company since the Company is aNon- Banking Financial Company registered with the Reserve Bank of India. The details ofloan given investments made and guarantees and security provided during the financialyear are furnished in the Notes to the financial statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions/contracts / arrangements entered bythe Company during the financial year were on an arms' length basis and were carriedout in the ordinary course of business.
All related party transactions were placed before the Audit Committeefor their approval. Prior omnibus approval of the Audit Committee was obtained for thetransactions which were of repetitive nature. The transactions entered into pursuant tothe omnibus and specific approvals are reviewed periodically by the Audit Committee.
There were no materially significant related party transactions made bythe Company during the year under consideration with the Promoters Directors or KeyManagerial Personnel which have a potential conflict with the interest of the Company atlarge.
In accordance with the Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015the Company has formulated a Policy onMateriality of Related Party Transactions and a Policy on dealing with Related PartyTransactions. The Policy is available on the Company's Website at www.mukeshbabu.com
During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on Materiality of Related Party Transactions.The Company has made full disclosure of transactions with the related parties as set outin Note 34 of Standalone Financial Statements forming part of the Annual Report.
There were no materially significant related party transactions whichcould have potential conflict with interest of the Company at large.
The particulars as required under Section 188 of the Companies Act2013 are furnished in Form AOC-2 which is annexed as Annexure - B to this report.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 the CSR provisions wereapplicable to our Company in the previous year i.e. the financial year 2018-19 whereinthe Company made a contribution towards CSR amounting toRs.1052000/-.
The CSR initiatives undertaken by the Company were mainly focused onproviding education especially among children women elderly and the differently-abled;eradicating hunger poverty and malnutrition; promoting health care.
However for the financial year under review 2019-20 these provisionsof CSR are not applicable to the Company.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system commensurate with the sizeof its operations and nature of its business activities. M/s. V. R. Pandya & Co.Chartered Accountants the Internal Auditor of the Company monitors and evaluates theefficacy and adequacy of its internal control system its compliance with operatingsystems accounting procedures and policies of the Company.
16. RISK MANAGEMENT
The Company being a Non- Banking Financial Company is regulated byReserve Bank of India (RBI) and the Board of Directors of the Company has constituted theRisk Management Committee to frame implement and monitor the Risk Management Policy ofthe Company. The Committee is responsible for reviewing the risk management plan andensuring its efficiency. The policy is available on the Company's website atwww.mukeshbabu.com
17. WHISTLE BLOWER POLICY / VIGIL MECHANISM
As required under Regulation 22 of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasan effective Whistle Blower Policy to deal with the instances of fraud and mismanagement.The details of the policy are enumerated in the Corporate Governance Report. The policy isavailable on the Company's website at www.mukeshbabu.com
The policy provides for adequate safeguard against the victimization ofthe employees and Directors who express their concerns. The Company has also provideddirect access to the Chairman of the Audit Committee on reporting issues concerning theinterests of employees and the Company. The functioning of Vigil Mechanism is overseen bythe Audit Committee. There was no instance of denial of access to the Audit Committee.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Policy on Prevention of Sexual Harassment inline with the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. The Company has voluntarily set up an InternalComplaints Committee to redress the complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.There has been no complaints filed or cases reported during the financial year ended 31stMarch 2020. The policy is available on the Company's website at www.mukeshbabu.com
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Board of Directors:
Mr. Manishkumar Nagindas Shah and Mr. Bhavesh Doshi have been appointedas the Additional Directors under the category of Independent Director on the Board ofDirectors of the Company on 28th August 2020. The strength of the Board hasincreased from four Directors to six Directors namely:
Mr. Mukesh C. Babu Chairman and Managing Director
As a Chairman and Managing Director Mr. Mukesh C. Babu has always ledfrom the front. He is always firmly committed to the way of working - building consensusand democratic processes. He has been serving the Company since its incorporation. He hasextensive expertise and experience over 3 decades in the field of Capital Markets Stocks& Shares Investment Banking and Merchant Banking.
Mr. Pankaj Majithia Independent Director
Mr. Pankaj Majithia is a Chartered Accountant by profession and ahighly respected professional in corporate India and an Independent Director on the Boardof Directors of the Company. He is a founder Partner of M/s. Majithia & AssociatesChartered Accountants and has vast experience in the field of Accounting Audit FinanceTaxation Corporate Governance and Company Law. He is also Chairman of the AuditCommittee Stakeholders Relationship Committee and Nomination & RemunerationCommittee.
Mr. Vijay Vora Independent Director
Mr. Vijay L. Vora is a business entrepreneur and an IndependentDirector on the Board of Directors of the Company. He has more than two decades ofexperience in Business. He is a Chairman of Corporate Social Responsibility Committee. Heis a member of the Audit Committee Stakeholders Relationship Committee Nomination &Remuneration Committee Risk Management Committee.
Mrs. Meena Mukesh Babu Non-Executive Director
She is one of the Promoters of the Company and has been appointed asthe Non-Executive Director of the Company with effect from 29th May 2018. Sheis also the Managing Director of Mukesh Babu Securities Limited Company's Subsidiarysince 1997 and has extensive expertise and experience over 3 decades in the field ofStocks & Shares Investment Banking and Merchant Banking. She is a member of theNomination & Remuneration Committee.
Mr. Manishkumar Shah Independent Director
Mr. Manishkumar Shah is a businessman with more than three decades ofexperience and is appointed as an Additional Director under the category of IndependentDirector on the Board of Directors of the Company on 28th August 2020. He hasrich experience of more than two decades in the field of business. He is on the Board ofseveral Companies having its business in manufacturing trading import/exports etc.
Mr. Bhavesh Doshi Independent Director
He has more than three decades of experience in the field of capitalmarkets investment with his keen and insightful perspective on the Indian Economy MacroEconomic conditions of Industry as a whole. He would be an asset to further theCompany's advancements on the Investments front. He has been appointed as anAdditional Director under the category of Independent Director on the Board of Directorsof the Company on 28th August 2020.
(b) Appointment of Directors:
The Board has appointed Mr. Manishkumar Shah (DIN: 00233238) as anIndependent Director on the Board of the Company at the Board Meeting held on 28thAugust 2020 with immediate effect. A Resolution is included in the Notice convening theAnnual General Meeting seeking approval of the members for the appointment of Mr. ManishKumar Shah as an Independent Director. The Board recommends his appointment.
Also the Mr. Bhavesh Doshi (DIN:03194930) as an Independent Directoron the Board of the Company at the Board Meeting held on 28th August 2020 withimmediate effect. A Resolution is included in the Notice convening the Annual GeneralMeeting seeking approval of the members for the appointment of Mr. Bhavesh Doshi as anIndependent Director. The Board recommends his appointment.
The Company has received Notice in writing under Section 160 of theCompanies Act 2013 from its Members proposing their candidature for the office ofIndependent Director for tenure of 5 years.
The Company has also received their consent & intimation byDirector pursuant to Section 164(2) and Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014 in Form DIR-8.
(c) Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act2013 Mr. Mukesh Babu Director (DIN:00224300) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment.
(d) Key Managerial Personnel:
There has been no change in the Key Managerial Personnel (KMPs) of theCompany since the last Annual Report.
Pursuant to the provisions of Section 203 of the Act read with therules made there under the following employees are the whole time key managerialpersonnel of the Company:
1. Mr. Mukesh Babu - Managing Director
2. Mr. Mahesh Thakar - Chief Financial Officer
3. Ms. Manasi Dalal - Company Secretary & Compliance Officer
20. BOARD AND COMMITTEES
During the year ended 31st March 2020 four Board meetingswere held and the gap between two consecutive Board Meetings did not exceed 120 days andat least one meeting was held in each quarter.
The details of the constitution and meetings of the Board and itsCommittees held during the year are provided in the Corporate Governance Report whichforms part of this Annual Report.
21. INDEPENDENT DIRECTORS
(i) Declaration from Independent Directors
The Board has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed bothunder the Companies
Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and have their names registered in the Independent Director'sDatabank.
(ii) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteriafor performance evaluation of Independent Directors which inter-alia includespreparedness and attendance at the meetings understanding of Company's operationsand business and contribution at Board Meetings.
(iii) Details of Familiarization Programme
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 every Independent Director on the Board isfamiliarized by the Executive Directors/ Senior Managerial Personnel about theCompany's strategy operations organization structure human resources qualityfinance and risk management at each Board Meeting before taking up the Agenda items fordiscussion.
Further at the time of appointment of an independent director theCompany issues a formal letter of appointment outlining his/ her role functions dutiesand responsibilities as a director. The terms and conditions of letter of appointment isavailable on the Company's website at www.mukeshbabu.com
22. EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES &INDIVIDUAL DIRECTORS
Pursuant to the provisions of Section 178(2) of the Companies Act 2013read with under Clause VIII of Schedule IV to the Companies Act 2013and the requirementslaid down under Schedule II on Corporate Governance of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015; the Nomination and Remuneration Committee hasframed Policy for evaluation of performance of the Board its committees and individualDirectors. The Policy inter alia provides the criteria for evaluation of performance suchas Board effectiveness quality of discussion contribution at the meetings businessacumen strategic thinking and relationship with the stakeholders corporate governancepractices contribution of the Committees to the Board in discharging its functions etc.
During the year under review a meeting of Independent Directors washeld on 30th May 2019 to carry out annual evaluation of the performance of theBoard its Committees and of individual directors. The manner in which the evaluation wascarried out has been explained in the Corporate Governance Report.
23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTORAND OTHER MATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT 2013
Pursuant to the provisions of Section 178 of the Companies Act 2013read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has formulated a Nomination & Remuneration Policy on director'sappointment and remuneration criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub-section (3) of section178. The Nomination & Remuneration Policy of the Company is available on theCompany's website: www.mukeshbabu.com.
24. POLICIES OF THE COMPANY
The Company is determined to maintain a good corporate governancepractice and has a robust system for smooth and effective functioning of the Board.Various policies have been framed by the Board of Directors as required under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in order to follow a uniform system of procedures. These policies areperiodically reviewed and updated by the Board of Directors of the Company from time totime. Following are some of the major policies adopted by the Company:
1. Code for Insider Trading Policy
2. Nomination & Remuneration Policy
3. Policy for determination of Material Subsidiary
4. Policy on materiality of Related Party Transactions
5. Policy on dealing with Related Party Transactions
6. Whistle Blower Policy
7. Document Retention and Archival Policy
8. Code for Directors and Senior Managerial Personnel
9. Policy on evaluation of Directors
10. Policy on prevention of Sexual Harassment of Women at Workplace
The aforementioned policies are available on the website of the Companyand can be accessed at www.mukeshbabu.com
25. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your Directors to the best of their ability & knowledge hereby confirmthat-
(a) in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards have been followed from time to time andno material departures have been made from the same;
(b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit and loss of the Company for that period;
(c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed bythe Company and that they are adequate and are operating effectively and
(f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its futureoperations.
27. AUDITORS AND AUDITORS' REPORT Statutory Auditors
At the 32nd Annual General Meeting of the Company held on 29thSeptember 2017 the members of the Company appointed M/s. Chaitanya C. Dalal & Co.Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a term ofperiod of 5 (five) years up to the conclusion of 37th Annual General Meeting tobe held in year 2022. The Auditors have confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the Company.
The Auditors Report annexed to the Financial Statements does notcontain any qualification reservation or adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors in its meeting 30th May 2019 appointed CS V. V.Chakradeo of M/s. V. V. Chakradeo & Co. Practicing Company Secretaries (FCS: 3382/COP: 1705) to carry out the audit of secretarial records of the Company for the financialyear 2019-20. The consent of the Secretarial Auditor to undertake the secretarial auditfor the financial year ended 31st March 2020 has been received by the Company.
The Secretarial Audit Report is annexed to this report as Annexure -C.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.
As required under the Regulation 24A of SEBI (Listing Obligations andDisclosure & Requirements) Regulations 2015 the Secretarial Audit Report of MukeshBabu Securities Limited the material unlisted subsidiary of the Company for the financialyear ended 31st March 2020 is provided as Annexure - D.
Reporting of Frauds by Statutory Auditors
The Statutory Auditors of the Company have not reported any instancesof fraud in the Company during the year under review as specified under the Section143(12) of the Companies Act 2013.
28. SECRETARIAL STANDARDS
The Directors state that the Company has duly followed applicableSecretarial Standards i.e. SS-1 and SS-2 relating to Meetings of the Board ofDirectors' and General Meetings' respectively. The Secretarial Auditor inhis Secretarial Audit report confirms the same.
29. ANNUAL RETURN
In compliance with section 92(3) of the Companies Act 2013 theextract of Annual Return is given in the prescribed Form MGT-9 is provided under Annexure-E
30. COST RECORDS AND COST AUDIT
Maintenance of Cost Records and requirement of Cost Audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 is not applicable toour Company.
31. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
Pursuant to Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company a Statement showing names & other particularsof the employees are provided under Annexure - F to this report.
During the year under review the Company does not have any employeewho is drawing remuneration of Rs.10200000/- per annum or Rs.850000/- per month asstipulated in the Act and the rules made thereunder. Hence there are no disclosuresrequired under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
32. CORPORATE GOVERNANCE
In compliance with Regulations 17 to 27 and 34 read with Schedule V ofSEBI (Listing Obligations and Disclosure & Requirements) Regulations 2015 asapplicable the Corporate Governance Report is given in Annexure - G and forms partof the Annual Report. Auditors' Certificate on Corporate Governance from StatutoryAuditors of the Company is annexed in Annexure - H.
The Certificate on Compliance with Code of Conduct duly signed by theManaging Director of the Company for the year ended 31st March 2020 regardingcompliance by the Board members and senior management personnel with Company's Codeof Conduct is covered thereto.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars regarding Conservation of Energy and TechnologyAbsorption are not furnished since the Company is not a manufacturing entity.
During the financial year under review the Company did not have anyforeign exchange earnings and outgo.
34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management Discussion and Analysis is annexed to this Report as Annexure- I forms the integral part of this report and covers amongst other matters theperformance of the Company during the financial year under review as well as the futureprospects.
35. OTHER DISCLOSURES
The Company does not have any scheme or provision of money for thepurchase of or subscription to its own shares by the employees/ Directors or by trusteesfor the benefit of the employees/ Directors.
36. ANNUAL REPORTS
The Company has published the statutory disclosures in the printversion of the Annual Report along with the Notice of the AGM. Electronic copies of theAnnual Report 2019-20 and Notice of the 35th Annual General Meeting are beingsent through electronic mode to all members whose email addresses are registered with theCompany / Depository Participant(s). For members who have not registered their emailaddresses the Company has been exempted under the MCA Circulars and SEBI Circular dated12th May 2020 for any physical delivery of AGM Notice and Annual Report of theCompany.
Members may note that the Notice and Annual Report 2019-20 will also beavailable on the Company's website www.mukeshbabu.com website of the Stock Exchangei.e. BSE Limited at www .bseindia.com
37. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE
The Certificate from Mr. Mukesh Babu Managing Director and Mr. MaheshThakar Chief Financial Officer with regard to the financial statements and other mattersas stated in the Compliance Certificate has been furnished mandated under the Part Bunder the Schedule II on Corporate Governance under the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 in Annexure- J.
38. CERTIFICATION ABOUT DIRECTORS
None of the directors of the Company has been debarred or disqualifiedfrom being appointed or continuing as directors by Securities and Exchange Board ofIndia/Ministry of Corporate Affairs or any such authority. A Certificate to this effectduly signed by a Practising Company Secretary is appended to this Report in Annexure -K.
The Board of Directors wish to place on record their gratitude for thevaluable guidance and continued support extended by the Securities Exchange Board ofIndia Reserve Bank of India Stock Exchanges Insurance Regulatory and DevelopmentAuthority of India Ministry of Corporate Affairs other government authorities Banks andother stakeholders. Your Directors would also like to take this opportunity to expresstheir appreciation for the dedicated efforts of the employees of the Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
|Mukesh Babu ||Meena Babu |
|Chairman & Managing Director ||Director |
|DIN: 00224300 ||DIN: 00799732 |
|Date: 28thAugust 2020 || |
|Place: Mumbai || |