Dear Members,
Your Companys Board of Directors ("Board") are pleased to present the THIRTY
SIXTH (36th) Annual Report of Moongipa Capital Finance Limited
(‘‘your Company) along with the Audited Financial Statements for the Financial
Year ended March 31, 2023 ("year under review" or "year" or "FY
2022-23"). The Company is registered with the Reserve Bank of India ("RBI")
as a Non-Systemically Important Non-Banking Financial Company ("NBFC") not
accepting public deposits (NBFC-ND-NSI).
FINANCIAL PERFORMANCE / HIGHLIGHTS
A Summary of the Companys Standalone Financial Results for the FY 2022-23 is as
follows. (Amount in Rs.)
Particulars |
March 31, 2023 |
March 31, 2022 |
| Revenue from operation |
1,82,80,210 |
3,69,56,546 |
| Other Income |
15,45,520 |
51,537 |
Total Revenue |
1,98,25,730 |
37,008,083 |
Profit before Finance cost, Depreciation and |
(2,16,74,362) |
308,86,665 |
Tax |
|
|
| Finance cost |
72,611 |
18,449 |
| Depreciation |
8,18,351 |
6,85,527 |
Profit before tax |
(2,25,65,324) |
30,182,689 |
| Less: Deferred Tax |
(73,63,714) |
(5,727,371) |
Profit for the year |
(1,52,01,610) |
24,455,318 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
During the year under review, your Company achieved total revenue and Net loss of Rs.
1,98,25,730 and Rs. (1,52,01,610) respectively as against total revenue and Net profit of
Rs. 37,008,083 and Rs. 24,455,318 respectively during the previous financial year ended
March 31, 2022.
ACCOUNTING METHOD
NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the
preparation of the Financial Statements. Accordingly, the Annual Financial Statements for
the year ended March 31, 2023 are prepared as per IND-AS.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, the company has also undertaken the business activity of
trading in equity shares, preference shares, stocks, debentures (convertible and
non-convertible) and all other financial instruments along with other activities of NBFC.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of your Company
have occurred after the closure of the Financial Year 2022-2023 and till the date of the
report.
RBI REGULATIONS
Your Company continues to comply with all the Regulations issued by the Reserve Bank of
India to the extent as applicable to the Company.
DIVIDEND
During the year under review the company has incurred losses; hence Your Directors do
not recommend the payment of any dividend for the financial year 2022-23.
LISTING OF SECURITIES
The Equity shares of the Company are presently listed on BSE Limited. The Annual
listing fees for the year 2023-24 have been paid to the BSE Limited (Stock Exchange).
ANNUAL RETURN
As per amendment in section 92(3) and 134(3)(a) of the Companies Act, 2013 read with
the Rules made thereunder, a copy of Annual Return are hosted on the website of the
Company in the prescribed form, and can be accessed through the web link -
https://www.mongipa.com/investors-relation/#15 .
MANAGEMENTS DISCUSSION AND ANALSYS
Management Discussion and Analysis report for the year under review, as stipulated
under Regulation 34 and schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") is annexed to this
report as Annexure A. Certain statements in the report may be
forward-looking. Many factors may affect the actual results, which could be different from
what the Directors envisage in terms of the future performance and outlook.
INDUSTRY OVERVIEW
The Indian financial services industry is vast and diverse consisting of banks, NBFCs,
capital markets, insurance sector and the new payment banks with increasing finance
penetration. The opportunity in India is very high especially in the rural areas for
moving from physical savings to financial savings. With increasing internet penetration
and financial literacy, the future growth prospects of financial service industry in India
is very bright.
PUBLIC DEPOSITS
Being a non-deposit taking Company, Your Company has not accepted any deposits from the
public within the meaning of the provisions of the Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies
Act, 2013.
TRANSFER OF RESERVES
During the year under review, the Company had incurred losses. Hence, the Company has
not transferred any amount to Statutory Reserve as per Section 45-IC of the RBI Act, 1934.
SHARE CAPITAL
The Authorised and Paid up equity share capital as on March 31, 2023 was Rs.
15,00,00,000 and Rs. 3,05,48,000 respectively. There was no public issue, rights issue,
bonus issue or preferential issue during the year. The company has neither issued shares
with differential voting rights, sweat equity shares nor it has granted any stock options.
The Company is proposing to make a right issue of equity shares in the future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The Company, being a Non-Banking Finance Company registered with the Reserve Bank of
India and engaged in the business of giving loans, is exempt from complying with the
provisions of section 186 of the Companies Act, 2013 in respect of loans and guarantees.
Accordingly, the disclosures of the loans given as required under the aforesaid section
have not been given in this Report. Information regarding investments covered under the
provisions of section 186 of the said Act are detailed in the Financial Statements
PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL
The details of Employees, Directors and Key Managerial Personnel as required under
Section 197 of the Act read with Companies (Appointment and Remuneration) Rules, 2014 is
annexed herewith as Annexure B forming integral part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONS
The Company has Four Directors on its Board comprising two Independent Directors and
two Non- Independent Directors, one of whom is the Whole time Director and other Non-
Executive Director.
| Dr. Pooja Jain |
Whole Time Director |
| Mr. Sanjay Jain |
Non-Executive Director |
| Mr. Ajay Prakash Narain |
Independent & Non-Executive Director |
| Mrs. Preeti Srivastava |
Independent & Non-Executive Director |
Key Managerial Persons
| Dr. Pooja Jain |
Whole Time Director |
| Mr. Gulshan Ahuja* |
Company Secretary & Compliance Officer |
| Mr. Sandeep Singh* |
Company Secretary & Compliance Officer |
| Mr. Bharat Mehta^ |
Chief Financial Officer |
| Mrs. Jyoti Mehta^ |
Chief Financial Officer |
| Mr. Mohd. Javed Qureshi^^ |
Chief Financial Officer |
*Mr. Gulshan Ahuja had ceased to be Company Secretary and Compliance Officer of the
Company w.e.f the closing of business hours of 31st March, 2023 and Mr. Sandeep
Singh has been appointed as a Company Secretary and Compliance officer w.e.f 08th
April, 2023.
^Mr. Bharat Mehta has ceased to be Chief Financial Officer of the Company w.e.f 02nd
September, 2022 and Mrs. Jyoti Mehta was appointed as Chief Financial Officer w.e.f 02nd
September, 2022.
^^Mrs. Jyoti Mehta has also ceased to be Chief Financial Officer of the Company w.e.f
17th May, 2023 and Mr. Mohd. Javed Qureshi has been appointed as Chief
Financial Officer w.e.f 26th May, 2023.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Rules
made thereunder and pursuant to Articles of Association of the Company, Dr. Pooja Jain,
Director of the Company, is liable to retire by rotation at the ensuing AGM and being
eligible, offer herself for re-appointment. The Board of Directors recommends her
re-appointment for the consideration of the members of the Company at the ensuing AGM.
BOARD AND COMMITTEES MEETINGS
The Board meets at regular intervals to, inter-alia, discuss about the Companys
Policies and strategy apart from other Board matters. The Tentative annual Calendar of the
Board and Committee Meetings is circulated to enable the Directors to plan their schedule
and to ensure participation in the meetings. The notice for the Board/Committees Meetings
is also given in advance to all the Directors. The details about the Board/Committee
meetings are given at length in Report on Corporate Governance forming part of this Annual
Report.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Director have confirmed to the Board that they meet the criteria of
Independence as specified under Section 149(6) of the Act and that they qualify to be an
Independent Directors pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors) Rules, 2014. The Independent Directors have also confirmed
that they meet the requirements of ‘Independent Director as mentioned under
Regulation 16(1) (b) of the Listing
Regulations.
PERFORMANCE EVALUATION
The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations") stipulate the evaluation of the
performance of the Board, its Committees, Individual Directors and the Chairperson. The
Company has formulated a Policy for performance evaluation of the Independent Directors,
the Board, its Committees and other individual Directors which includes criteria for
performance evaluation of the Non-Executive Directors and Executive Directors. The
evaluation framework for assessing the performance of Directors comprises of various key
areas such as attendance at Board and Committee Meetings, quality of contribution to Board
discussions and decisions, strategic insights or inputs regarding future growth of the
Company and its performance, ability to challenge views in a constructive manner,
knowledge acquired with regard to the Companys business/activities, understanding of
industry and global trends, etc. The evaluation involves self-evaluation by the Board
Member and subsequent assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his/her evaluation. Pursuant to the provisions of the
Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried
out an annual evaluation of its own performance and the Directors individually (including
Independent Directors) as well as the evaluation of the working of its Committees.
Feedback was sought by well-defined and structured questionnaires covering various aspects
of the Boards functioning such as adequacy of the composition of the Board and its
Committees, Board culture, areas of responsibility, execution and performance of specific
duties, obligations and governance, compliance, oversight of Companys subsidiaries, etc.
A separate exercise was carried out by the Nomination and Remuneration Committee of the
Board to evaluate the performance of individual Directors who were evaluated on several
parameters such as level of engagement and contribution, independence of judgment
safeguarding the interest of the Company and its minority shareholders and knowledge
acquired with regard to the Companys business/activities.
The performance evaluation of the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The performance evaluation of the
Chairperson of the Company was also carried out by the Independent Directors, taking into
account the views of the Executive Directors and Non- Executive Directors. The performance
evaluation of the Independent Directors was carried out by the entire Board excluding the
Director being evaluated. Qualitative comments and suggestions of Directors were taken
into consideration by the Chairperson of the Board and the Chairperson of the Nomination
and Remuneration Committee. The Directors have expressed their satisfaction with the
evaluation process.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company familiarizes the Directors about their roles,
rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company. The details of such familiarization programs for
Independent Directors have been disclosed on the website of the Company, the web link for
which is http://mongipa.com/research.php?tid=36
CORPORATE GOVERNANCE
The Corporate Governance philosophy of the Company is driven by the interest of
stakeholders and business needs of the organization. The Company continues to be compliant
with the requirements of Corporate Governance as enshrined in Listing Regulations. As per
Regulation 34(3) read with Schedule V of the Listing Regulations, a Corporate Governance
Report along with Statutory Auditors Certificate confirming compliance of corporate
governance for the year ended March 31, 2023 is annexed as Annexure C
forming integral part of this Annual Report.
CORPORATE POLICY
We seek to promote and follow the highest level of ethical standards in our business
transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
mandated the formulation of certain policies for all listed companies. All the policies
are available on the website of the Company. The Policies are reviewed periodically by the
Board and updated on the basis of need and new Compliance.
The Key Policies are as follows:
I. Nomination and Remuneration Policy
In accordance with the provisions of section 134 (3) (e) of the Companies Act, 2013
read with Section 178 (4) and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your company has adopted the policy on
appointment of Directors and Senior Management and succession planning for orderly
succession to the Board and the Senior Management, which inter alia includes the criteria
for determining qualifications, positive attributes and independence of directors. Your
company has also adopted policy on remuneration of Directors, Key Managerial Personnel and
Employees of the company in accordance with the provisions of sub section (4) of section
178. The Policy is available on the Companys website
http://mongipa.com/files/a431c48805_Nomination%20&%20Remuneration%20Policy%20MCF L.pdf
and the same is as appended as Annexure D and forms part of this report.
II. Risk Management Policy
Your company has a comprehensive Risk Management Policy in place and laid down a well
defined risk management framework to identify, assess and monitor risks and strengthen
controls to mitigate risks. Major risks identified by the business and functions are
systematically addressed through mitigating actions on a continuing basis.
At present the company has not identified any element of risk which may threaten the
business (or) existence of the Company.
III. Whistle Blower Policy Vigil Mechanism
The company promotes ethical behavior in all its business activities and has
established a vigil mechanism for its directors, employees and stakeholders associated
with the company to report their genuine concerns. The Vigil Mechanism as envisaged in the
Companies Act, 2013 and the Rules prescribed there under and the Listing Regulation is
implemented through the Whistle Blower Policy, to provide for adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to
the Chairperson of the Audit Committee.
As per the Whistle Blower Policy implemented by the Company, the Employees, Directors,
or any Stakeholders associated with the Company are free to report illegal or unethical
behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or
Corporate Governance Policies or any improper activity to6 the Chairman of the Audit
Committee of the Company or Chairman of the Company.
The Whistle Blower Policy provides for protected disclosure and protection to the
Whistle Blower. Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any discriminatory practices. The
Whistle Blower Policy has been appropriately communicated within the Company and is
available on the Companys website www.mongipa.com and the same is attached herewith as Annexure
D.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is not applicable as the Company is not covered under the criteria mentioned
in Section 135(1) of the Companies Act, 2013.
STATUTORY AUDITORS AND AUDITORS REPORT
During the year under review, M/s Rajesh K Sachdeva & Associates, Chartered
Accountants, who was appointed as Auditors of the Company as per section 139 of the
Companies Act, 2013 in the 35th Annual General Meeting held on September 29,
2022, had resigned from his office on 10.11.2022 and the Board of Directors has appointed
M/s. Saxena & Saxena, Chartered Accountants, New Delhi (Firm Regn. No. 06103N), in its
meeting held on November 19, 2022 as Statutory Auditor in causal vacancy at a remuneration
mutually agreed between them, till the conclusion of this Thirty sixth (36th)
AGM and such appointment was subsequently approved by the members by passing a resolution
through postal ballot and remote e-voting on January 19, 2023.
The report given by the Auditors on the Standalone Financial Statements of the Company
for the year ended March 31, 2023 forms part of this Annual Report. The Auditors comments
on the Companys account are self-explanatory in nature and do not require any explanation
and there is no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their reports.
The Notes of Accounts referred to in the Auditors Report are self- explanatory and do
not call for any further comments.
Further the Board of Directors has, on the recommendation of the Audit Committee,
proposed the appointment of M/s. Saxena & Saxena, Chartered Accountants, New Delhi
(Firm Regn. No. 06103N) for a consecutive term of five years from conclusion of 36th
AGM till conclusion of 41st AGM, at the ensuing 36th AGM for the
approval of members of the Company.
Also, the Company has received a confirmation from M/s. Saxena & Saxena, Chartered
Accountants that they are eligible to continue as Statutory Auditors of the Company to
audit the books of accounts of the Company.
INTERNAL AUDITORS
The Company has appointed M/s R. Mahajan & Associates (Firm Registration
Number-0011348N), Chartered Accountants as their Internal Auditors to carry out the
Internal Audit of various operational areas of the Company for Financial Year ending March
31, 2023.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT
The Board of the Directors of the company had appointed M/s Kuldeep Dahiya &
Associates, Company Secretaries (Membership No.: 34404 and C.P.No.:18930) conduct the
Secretarial Audit of the company pursuant to the provision of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. In accordance with the provisions of sub section (1) of Section 204, the Secretarial
Audit Report for the financial year 2022-23 is appended to this report as Annexure
E.
The same does not contain any qualification, reservation or adverse remark or
disclaimer.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India. The same
has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit
Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INCOME/ OUTFLOW
As the company is not engaged in the manufacturing activity, the prescribed information
regarding compliance of rules relating to the conversation of Energy and Technology
absorption pursuant to section 134 (3) (m) of the Companies Act, 2013, read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is not provided. The Company does not have any
Foreign Exchange Earnings and outgo in the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions entered at arms length basis in the ordinary course of
business were in compliance with the applicable provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no
materially significant related party transactions made by the company with Promoters,
Director or Key Managerial Personnel etc. which may have potential conflict with the
interests of the company at large or which required the approval of the shareholders,
accordingly no transaction as being reported in form AOC-2 in terms of Section 134 of the
Companies Act, 2013. The Company has put in place a Policy for Related Party Transactions
("RPT Policy"), amended from time to time. The Policy provides for
identification of Related Party Transactions ("RPTs"), necessary approvals by
the Audit Committee / Board / Members, reporting and disclosure requirements in compliance
with the Act and provisions of the Listing Regulations.
The policy on related party transactions as approved by the board is available on
companys website www.mongipa.com.
DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONS OF THE NON EXECUTIVE INDEPENDENT
DIRECTOR VIS-?-VIS THE COMPANY.
There are no pecuniary relationships or transactions of the non executive independent
director vis-?-vis the company for the period ending March 31, 2023.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financials control with reference to
financial statements, commensurate with the size, scale, and complexity of its operation
to ensure that all assets are safeguarded and protected against loss from unauthorized use
or disposition and those transactions are authorized recorded and reported correctly.
Reasonable Financial Controls are operative for all the business activities of the
company and no material weakness in the design or operation of any control was observed.
ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY
No significant and material orders were passed by the Regulators, Courts or Tribunals
impacting the going concern status and Companys Operation in future.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Internal
Complaints Committee which is responsible for redressal of complaints related to sexual
harassment. During the year under review, there were no complaints pertaining to sexual
harassment. Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the constitution of ICC (Internal Complains Committee) is mandatory
to the Company as the company has More than 10 (ten) employees.
However, in order to prevent sexual harassment of women at workplace, your Company has
adopted a policy for prevention of Sexual Harassment of Women at workplace under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
to look into the complaints relating to sexual harassment at workplace of any woman
employee. During the year under review, your Company has not received any complaint
pertaining to sexual harassment and no complaint was pending as on March 31, 2023.
SUBSIDARIES, JOINT VENTURE AND ASSOCIATES
The company does have any subsidiary, joint venture or associate company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act,
2013 with respect to Directors responsibility statement, the Directors of the company
hereby confirm that:
i) In preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures.
ii) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give true &
fair view of the state of affairs of the company at the end of financial year and of the
profit & loss of the company for that period.
iii) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv) Directors had prepared the annual accounts on a going concern basis.
v) The Directors had laid down internal financial controls for the company that are
adequate and were operating effectively.
vi) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
No amount was lying unpaid or unclaimed for a period of seven years. Therefore no funds
were required to be transferred to Investor Education and Protection Fund (IEPF).
CASH FLOW STATEMENT
The cash flow Statement for year ended March 31, 2023 is in conformity with the
provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges in India, is annexed herewith.
DETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHER THAN REPORTABLE TO CENTRAL
GOVERNMENT)
No fraud / misconduct were detected at the time Statutory Audit by Auditors of the
Company for the financial year ended on March 31, 2023.
GREEN INITIATIVE
Your Company has taken the initiative of going green and minimizing the impact on the
environment. The Company has been circulating the copy of the Annual Report in electronic
format to all those Members whose email address is available with Company. Your Company
would encourage other Members also to register themselves for receiving Annual Report in
the electronic Report form.
ACKNOWLEDGEMENT
The Board expresses its deepest appreciation and gratitude for the guidance and
cooperation extended to the Company by RBI, statutory authorities and regulators. The
Board also thanks the banks and financial institutions for their timely financial
assistants to the company and helping the company to reach out to customers across the
country. The Board thanks the auditors to the company for their guidance. Special thanks
are due to the employees of the company who contributed their skills, enthusiasm,
commitment and dedication which have over the years helped the company to earn prominence.
The Board is grateful to the shareholders, depositors of the company for their patronage.
| Sd/- |
For & On behalf of the Board |
| Sanjay Jain |
Moongipa Capital finance Limited |
| Director |
Sd/- |
| DIN No. 00096938 |
Dr. Pooja Jain |
| Place: New Delhi |
Whole Time Director |
| Date: September 01, 2023 |
DIN No. 00097037 |
+91-9892691696
