Your Directors have pleasure in presenting the Thirty-Sixth Annual Report on thebusiness operations and state of affairs of the Company together with the Standalone andConsolidated Audited Financial Statements for the financial year ended 31st March2021:
1. FINANCIAL HIGHLIGHTS
The Company s standalone and consolidated financial performance under review along withprevious year s figures is given hereunder:
|Particulars ||Current Year Standalone ||Previous Year Standalone ||Current Year Consolidated ||Previous Year Consolidated |
| ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Income From ||382681208 ||279045167 ||381788546 ||272747518 |
|Operations || || || || |
|Other Income ||1044679 ||929968 ||150323873 ||153980794 |
|Total Income ||383725887 ||279975135 ||532112419 ||426728312 |
|Profit before ||181436040 ||136225343 ||273977199 ||200728644 |
|Interest Depreciation & Tax || || || || |
|Less : Interest ||128246174 ||89836005 ||131353388 ||94073493 |
|Profit Before ||53189867 ||46389337 ||142623811 ||106655151 |
|Depreciation &Income Tax || || || || |
|Less : Depreciation ||673008 ||804207 ||1451898 ||1896638 |
|Profit After ||525168589 ||45585130 ||141171913 ||104758513 |
|Depreciation and || || || || |
|Interest || || || || |
|Less: Current ||14849307 ||8005748 ||4766849 ||18130748 |
|Income Tax || || || || |
|Less: Deferred Tax ||1240932 ||(611234) ||1377588 ||(489828) |
|Net Profit After ||36426620 ||38190616 ||135027476 ||87117593 |
|Taxation || || || || |
|Less: Transfer to Non-Controlling ||0 ||0 ||47703095 ||23744600 |
|Interest || || || || |
|Less: Dividend ||8365080 ||8365080 ||8365080 ||8365080 |
|Less: Dividend ||0 ||1719467 ||0 ||1719467 |
|Distribution Tax || || || || |
|Less: Transfer to Statutory Reserve ||7285324 ||7638123 ||7285324 ||7638123 |
|Less: Provision for Standard Assets ||-1522794 ||1567737 ||-1522794 ||1567737 |
|Balance carried to Balance Sheet ||22299010 ||18900209 ||73196771 ||44082586 |
|Earnings Per Share ||5.23 ||5.48 ||19.37 ||12.50 |
|(Basic/Diluted) || || || || |
2. PERFORMANCE REVIEW
During the year under review Income from Operations increased from Rs. 279045167 toRs. 382681208 (Increase of 37.14%). Profit before Interest Depreciation and Taxincreased from Rs.136225343 to Rs.181436041 (Increase of 33.19%) and Profitafter Tax decreased from Rs.38190616 to Rs.36426620 (Decrease of 4.62%) .
3. TRANSFER TO RESERVE
A sum of Rs.7285324/- has been transferred to Special Reserve during the year.Your Company does not propose to transfer any amount to General Reserve out of the amountsavailable for appropriation and an amount of Rs.22299010/- is proposed to beretained in the Profit & Loss account.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March 2021 isRs.69675000/-. During the year under review the Company has neither issued any shareswith differential voting rights nor granted any stock options nor any sweat equity.
The Company s equity share capital is listed on BSE Limited. The shares are activelytraded on BSE and have not been suspended from trading.
The Board of Directors has recommended a dividend of Rs.1.20 (Rupee One and TwentyPaise Only) per equity share on face value of Rs.10/- (Rupees Ten each) i.e.12% for thefinancial year ended 31st March 2021.
The payment of dividend subject to approval of Members at the forthcoming AnnualGeneral Meeting (AGM) would result in a Dividend outflow of Rs.8365080/-.
Pursuant to the amendments introduced by the Finance Act 2020 the Company will berequired to withhold taxes at the prescribed rates on the dividend paid to itsshareholders 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 status of theshareholder and documents registered with the Company.
Dividend will be paid to those Members whose names appear in the Register of Members ason 17th September 2021.
6. INDIAN ACCOUNTING STANDARD (IND AS):
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
The financial statements of the Company are prepared in compliance with the Companies
Act 2013 and "Indian Accounting Standard (Ind AS). In accordance with theCompanies
(Indian Accounting Standards) Rules 2015 of the Companies Act 2013 the Company hasbeen following the Indian Accounting Standards (Ind AS) for preparation of its financialstatements from 01st April 2019. Significant accounting policies used for thepreparation of the financial statements are disclosed in the notes to the financialstatements.
7. PERFORMANCE OF SUBSIDIARY COMPANIES
During the year under review the Company has only one subsidiary Mukesh Babu SecuritiesLimited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performanceduring Financial Year 2020-21 are as follows:
As on 31st March 2021 the Authorised & Paid up Share Capital of theSubsidiary Company is Rs.50000000/- (Rupees Five Crores Only). The net profit of theCompany for the year ended 31st March 2021 is Rs.98600858/- as compared tonet profit of Rs.48926977/- in the previous year.
Accounts of Subsidiary:
The Consolidated Financial Statements of the Company are prepared in accordance withthe provisions of Section 129(3) of the Companies Act 2013 and as per the applicableAccounting Standards issued by the Institute of Chartered Accountants of India.
Pursuant to proviso (b) to Section 136(1) of the Companies Act 2013 a copy of theAudited Financial statements for the year ended 31st March 2021 alongwith theReports of the Board of Directors and the Auditors of the Company s subsidiary- MukeshBabu Securities Limited shall be furnished to any shareholder on demand.
These are also available for inspection at the Registered Office of the Company and arealso being posted on the Company s website www.mbfsl.com.
8. CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") and applicable provisions of Companies Act 2013 ("the Act")the
Consolidated Financial Statements of the Company have been prepared in accordance withthe applicable Accounting Standards and forms part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of The Companies(Accounts) Rules 2014 Statement containing salient features of the Financial Statementsof subsidiary is annexed to this report as Annexure -A.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany that occurred between the end of the financial year to which these financialstatements relate and the date of this report other than at macro-level situation ofeconomic instability on account of the prevailing pandemic of COVID-19.
The Covid-19 Pandemic has caused / continues to cause un-precedent disruption in theglobal economic activities. The corona virus pandemic is a healthcare as well as economiccrisis that has shaken the global economy and has forced countries across the globe totake measures to correct under-investment in the healthcare infrastructure. The
Company s operations have been classified as essential and the operations of theCompany continued unabated albeit with challenges. The Company has initiated variousmeasures and continues to vigorously follow the guidelines issued by local authoritiesfrom time to time such as social distancing masking sanitization etc.
11. PUBLIC DEPOSITS
No disclosure is required for the year under review since the Company has neitheraccepted nor renewed any deposits within the meaning of Section 73 and 74 of the CompaniesAct 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 to investment andlending activities is not applicable to the Company since the Company is a Non- BankingFinancial Company registered with the Reserve Bank of India. The details of loan giveninvestments made and guarantees and security provided during the financial year arefurnished in the Notes to the financial statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
All the related party transactions/contracts/arrangements entered by the Company duringthe financial year were on an arms length basis and were carried out in the ordinarycourse of business.
All related party transactions were placed before the Audit Committee for theirapproval. Prior omnibus approval of the Audit Committee was obtained for the transactionswhich were of repetitive nature. The transactions entered into pursuant to the omnibus andspecific approvals are reviewed periodically by the Audit Committee.
There were no materially significant related party transactions made by the Companyduring the year under consideration with the Promoters Directors or Key ManagerialPersonnel which have a potential conflict with the interest of the Company at large.
In accordance with the Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Policy on Materiality ofRelated Party Transactions and a Policy on dealing with Related Party Transactions. ThePolicy is available on the Company s Website at www.mbfsl.com.
During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on Materiality of Related Party Transactions. The Company has madefull disclosure of transactions with the related parties as set out in Note 34 ofStandalone Financial Statements forming part of the Annual Report.
There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large.
The particulars as required under Section 188 of the Companies Act 2013 are furnishedin 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 the Companies (CorporateSocial Responsibility Policy) Rules 2014 the CSR provisions were applicable to ourCompany in the financial year 2020-21 wherein the Company made a contribution towards CSRamounting to Rs.450000/-. The CSR initiatives undertaken by the Company were mainlyfocused on providing education especially among children women elderly and thedifferently-abled; eradicating hunger poverty and malnutrition; promoting health care.
The CSR Report on the activities undertaken during the year is provided as Annexure-Cto this report.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company s internal control system is designed to ensureoperational efficiency protection and conservation of resources accuracy and promptnessin financial reporting and compliance with the laws and regulations.
The Company has an internal control system commensurate with the size of itsoperations and nature of its business activities and is supported by an internal auditprocess. M/s. V. R. Pandya & Co. Chartered Accountants the Internal Auditor of theCompany monitors and evaluates the efficacy and adequacy of its internal control systemits compliance with operating systems accounting procedures and policies of the Company.
16. RISK MANAGEMENT
Risk management is an integral part of the Company s business strategy that seeks tominimise adverse impact on business objectives and capitalise on opportunities.
The Company being a Non- Banking Financial Company is regulated by Reserve Bank ofIndia (RBI) and the Board of Directors of the Company has constituted the Risk ManagementCommittee to frame implement and monitor the Risk Management Policy of the Company.
The Committee is responsible for reviewing the risk management plan and ensuring itsefficiency. The policy is available on the Company s website at www.mbfsl.com.
17. WHISTLE BLOWER POLICY / VIGIL MECHANISM
As required under Regulation 22 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has an effectiveWhistle Blower Policy to deal with the instances of fraud and mismanagement. The detailsof the policy are enumerated in the Corporate Governance Report. The policy is availableon the Company s website at www.mbfsl.com.
The policy provides for adequate safeguard against the victimization of the employeesand Directors who express their concerns. The Company has also provided direct access tothe Chairman of the Audit Committee on reporting issues concerning the interests ofemployees and the Company. The functioning of Vigil Mechanism is overseen by the AuditCommittee.
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 in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company has voluntarily set up an Internal
Complaints Committee to redress the complaints received regarding sexual harassment.All employees (permanent contractual temporary trainees) are covered under this policy.There has been no complaints filed or cases reported during the financial year ended 31stMarch 2021. The policy is available on the Company s website at www.mbfsl.com.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Board of Directors:
The strength of the Board has increased from four Directors to six Directors in theyear under review with the appointment and regularization of Mr. Manishkumar Nagindas Shahand Mr. Bhavesh Doshi as Independent Director in the Previous AGM. The brief profile ofthe Directors is as below:
Mr. Mukesh C. Babu Chairman and Managing Director
As a Chairman and Managing Director Mr. Mukesh C. Babu has always led from the front.He is always firmly committed to the way of working - building consensus and democraticprocesses. He has been serving the Company since its incorporation. He has extensiveexpertise 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 a highly respectedprofessional in corporate India and an Independent Director on the Board of Directors ofthe Company. He is a founder Partner of M/s. Majithia & Associates CharteredAccountants and has vast experience in the field of Accounting Audit Finance TaxationCorporate Governance and Company Law. He is also Chairman of the Audit CommitteeStakeholders Relationship Committee and Nomination & Remuneration Committee.
Mr. Vijay Vora Independent Director
Mr. Vijay L. Vora is a business entrepreneur and an Independent Director on the Boardof Directors of the Company. He has more than two decades of experience in Business. He isthe Chairman of Corporate Social Responsibility Committee. He is a member of the AuditCommittee Stakeholders Relationship Committee Nomination & Remuneration Committeeand Risk Management Committee.
Mrs. Meena Mukesh Babu Non-Executive Director
She is one of the Promoters of the Company and has been appointed as the Non-ExecutiveDirector of the Company with effect from 29th May 2018. She is also theManaging Director of Mukesh Babu Securities Limited Company's Subsidiary since 1997 andhas extensive expertise and experience over 3 decades in the field of Stocks
& Shares Investment Banking and Merchant Banking. She is a member of theNomination & Remuneration Committee and Corporate Social Responsibility Committee.
Mr. Manishkumar Shah Independent Director
Mr. Manishkumar Shah is a businessman with more than three decades of experience and isappointed as an Additional Director under the category of Independent Director on theBoard of Directors of the Company on 28th August 2020. He has rich experienceof more than two decades in the field of business of the Company. 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 Capital marketsinvestment with his keen and insightful perspective on the Indian Economy Macro Economicconditions of Industry as a whole. He would be an asset to further the
Company s advancements on the Investments front. He has been appointed as an AdditionalDirector under the category of Independent Director on the Board of Directors of theCompany on 28th August 2020.
(b) Appointment of Directors:
The Board has appointed Mr. Manishkumar Shah (DIN: 00233238) and Mr. Bhavesh Doshi(DIN:03194930) as an Independent Director on the Board of the Company at the Board Meetingheld on 28th August 2020 and their appointment has been confirmed in the lastAnnual General Meeting of the Company. There has been no change in the Directors of theCompany since the last Annual Report.
(c) Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mrs. MeenaMukesh Babu (DIN:00799732) retires by rotation at the forthcoming Annual General Meetingand being eligible offers herself for re-appointment. The Board recommends herre-appointment.
(d) Key Managerial Personnel:
The Board of Directors of the Company in their meeting held on 29.06.2021 has appointedMs. Nupur Chaturvedi as the Company Secretary of the Company in place of Ms. Manasi Dalalwho has resigned from her post.
Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder the following employees are the whole time key managerial personnel of the Company:
1. Mr. Mukesh Babu Managing Director
2. Mr. Mahesh Thakar Chief Financial Officer
3. Ms. Nupur Chaturvedi Company Secretary & Compliance Officer
20. BOARD AND COMMITTEES
During the year ended 31st March 2021 four Board meetings were held andthe gap between two consecutive Board Meetings did not exceed 120 days and at least onemeeting was held in each quarter.
The details of the constitution and meetings of the Board and its Committees heldduring the year are provided in the Corporate Governance Report which forms part of thisAnnual Report.
21. INDEPENDENT DIRECTORS
(a) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and have their names registered in the Independent
Director s Databank.
(b) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performanceevaluation of Independent Directors which inter-alia includes preparedness andattendance at the meetings understanding of Company s operations and business andcontribution at Board Meetings through which the Board satisfy itself with regard tointegrity expertise and experience (including the proficiency) of the independentdirectors appointed in the Company.
(c) Details of Familiarization Programme
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 every Independent Director on the Board is familiarizedby the Executive Directors/ Senior Managerial Personnel about the
Company 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 the Company issues aformal letter of appointment outlining his/ her role functions duties andresponsibilities as a director. The terms and conditions of letter of appointment isavailable on the Company s website at www.mbfsl.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 2013 read withClause VIII of Schedule IV to the Companies Act 2013 and the requirements laid down underSchedule II on Corporate Governance of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015; the Nomination and Remuneration
Committee has framed Policy for evaluation of performance of the Board its committeesand individual Directors. The Policy inter alia provides the criteria for evaluation ofperformance such as Board effectiveness quality of discussion contribution at themeetings business acumen strategic thinking and relationship with the stakeholderscorporate governance practices contribution of the Committees to the Board in dischargingits functions etc.
During the year under review a meeting of Independent Directors was held on 30th June2020 to carry out annual evaluation of the performance of the Board its Committees and ofindividual directors. The manner in which the evaluation was carried out has beenexplained in the Corporate Governance Report.
23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OFA DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION 178 OF THE COMPANIES ACT 2013
Pursuant to the provisions of Section 178 of the Companies Act 2013 read with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a Nomination & Remuneration Policy on director s appointment andremuneration criteria for determining qualifications positive attributes independence ofa director and other matters provided under sub-section (3) of section 178. The
Nomination & Remuneration Policy of the Company is available on the Company swebsite: www.mbfsl.com.
24. POLICIES OF THE COMPANY
The Company is determined to maintain a good corporate governance practice and has arobust system for smooth and effective functioning of the Board. Various policies havebeen framed by the Board of Directors as required under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 in order to follow auniform system of procedures. These policies are periodically reviewed and updated by theBoard of Directors of the Company from time to time. Following are some of the majorpolicies 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 Company and can beaccessed at www.mbfsl.com.
25. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors to the best of their ability & knowledge hereby confirm that-
(a) in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed from time to time and nomaterial departures have been made from the same;
(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2021 and of the profitand loss of the Company for that period;
(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company andthat they are adequate and are operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
27. AUDITORS AND AUDITORS REPORT
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 not contain anyqualification reservation or adverse remark or disclaimer.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors in its meeting held on 30th June 2020 appointed CS V. V. Chakradeo ofM/s. V. V. Chakradeo & Co. Practicing Company Secretaries (FCS: 3382/ COP: 1705) tocarry out the audit of secretarial records of the Company for the financial year
2020-21. The consent of the Secretarial Auditor to undertake the secretarial audit forthe financial year ended 31st March 2021 has been received by the Company.
The Secretarial Audit Report of the Company and its material unlisted subsidiary MukeshBabu Securities Limited is annexed to this report as Annexure D.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.
As required under the Regulation 24A of SEBI (Listing Obligations and Disclosure &Requirements) Regulations 2015 the Secretarial Compliance Report of Mukesh BabuSecurities Limited and its material unlisted subsidiary Mukesh Babu Securities Limited forthe financial year ended 31st March 2021 is provided as Annexure E.
Reporting of Frauds by Statutory Auditors
The Statutory Auditors of the Company have not reported any instances of fraud in theCompany during the year under review as specified under the Section 143(12) of theCompanies Act 2013.
28. SECRETARIAL STANDARDS
The Directors state that the Company has duly followed applicable SecretarialStandards i.e. SS-1 and SS-2 relating to Meetings of the Board of Directors and GeneralMeetings respectively. The Secretarial Auditor in his Secretarial Audit report confirmsthe same.
29. ANNUAL RETURN
In compliance with section 134(3)(a) the annual return referred to in sub-section (3)of section 92 has been placed on the website of the Company at www.mbfsl.com. For theconvenience of the stakeholders the Extract of the Annual Return in the old format MGT-9is also provided this year as Annexure F.
30. COST RECORDS AND COST AUDIT
Maintenance of Cost Records and requirement of Cost Audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 is not applicable to our Company.
31. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company a Statement showing names & other particulars of theemployees are provided under Annexure - G to this report.
During the year under review the Company does not have any employee who is drawingremuneration of Rs.10200000/- per annum or Rs.850000/- per month as stipulated in theAct and the rules made thereunder. Hence there are no disclosures required under
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
32. CORPORATE GOVERNANCE
In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI (ListingObligations and Disclosure & Requirements) Regulations 2015 as applicable theCorporate Governance Report is given in Annexure H and forms part of the AnnualReport. Auditors` Certificate on Corporate Governance from Statutory Auditors of theCompany is annexed in Annexure I.
The Certificate on Compliance with Code of Conduct duly signed by the Managing Directorof the Company for the year ended 31st March 2021 regarding compliance by the
Board members and senior management personnel with Company s Code of Conduct is coveredthereto.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars regarding Conservation of Energy and Technology Absorption are notfurnished since the Company is not a manufacturing entity.
During the financial year under review the Company did not have any foreign exchangeearnings and outgo.
34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management Discussion and Analysis annexed to this Report as Annexure Jforms the integral part of this report and covers amongst other matters the performanceof the Company during the financial year under review as well as the future prospects.
35. OTHER DISCLOSURES
The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ Directors or by trustees for the benefitof the employees/ Directors.
36. ANNUAL REPORTS
The Company has published the statutory disclosures in the print version of the AnnualReport along with the Notice of the AGM. Electronic copies of the Annual Report 2020-21and Notice of the 36th Annual General Meeting are being sent through electronicmode to all members whose email addresses are registered with the Company / DepositoryParticipant(s). For members who have not registered their email addresses the Company hasbeen exempted under the General Circular No.14/2020 dated April 8 2020 General CircularNo. 17/2020 dated April 13 2020 General Circular No. 20 2020 dated May 5
2020 and General Circular No. 02/2021 dated January 13 2021 (the "MCACirculars") for any physical delivery of AGM Notice and Annual Report of the Company.
Members may note that the Notice and Annual Report 2020-21 will also be available onthe Company s website www.mbfsl.com website of the Stock Exchange i.e. BSE Limited atwww.bseindia.com.
37. MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATE
The Certificate from Mr. Mukesh Babu Managing Director and Mr. Mahesh Thakar ChiefFinancial Officer with regard to the financial statements and other matters as stated inthe Compliance Certificate has been furnished mandated under the Part B under theSchedule II on Corporate Governance under the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 in Annexure K.
38. CERTIFICATION ABOUT DIRECTORS
None of the directors of the Company has been debarred or disqualified from beingappointed or continuing as directors by Securities and Exchange Board of India/Ministry ofCorporate Affairs or any such authority. A Certificate to this effect duly signed by aPracticing Company Secretary is appended to this Report in Annexure - L.
The Board of Directors wish to place on record their gratitude for the valuableguidance and continued support extended by the Securities Exchange Board of India ReserveBank of India Bombay Stock Exchange Ministry of Corporate Affairs other governmentauthorities Banks and other stakeholders. Your Directors would also like to take thisopportunity to express their appreciation for the dedicated efforts of the employees ofthe Company.
|For and on behalf of the Board of Directors of || |
|MUKESH BABU FINANCIAL SERVICES LIMITED || |
|Mukesh Babu ||Meena Babu |
|Chairman & Managing Director ||Director |
|DIN: 00224300 ||DIN: 00799732 |
|Date: 13thAugust 2021 || |
|Place: Mumbai || |