To the Members,
Your Directors have pleasure in presenting the 28th Annual Report on the business and operations of your Company along with the audited statement of accounts for the year ended March 31,2022 (Financial Year under review).
FINANCIAL AND OPERATIONAL HIGHLIGHTS:
The financial performance of your Company for the year ended March 31,2022 is highlighted as below:-
(Figures in INR Lakhs)
|PARTICULARS||Current Financial Year (2021-22)||Previous Financial Year (2020-21)|
|Revenue from Operations||2330.60||1099.59|
|Profit/loss before Depreciation, Finance Costs, Comprehensive items and Tax Expense||497.19||52.81|
|Profit/Loss before Finance Costs, Comprehensive items and Tax Expense||403.39||(28.60)|
|Less: Finance Cost||1055.74||359.92|
|Profit/Loss before Comprehensive items and Tax Expense||(652.35)||(388.52)|
|Less: Tax Expense (Current & Deferred)||280.34||91.19|
|Profit/loss for the year (1)||(372.01)||(297.33)|
|Add/(less): Comprehensive items||6.41||(0.19)|
|Profit/Loss after Tax Expense & Other Comprehensive Item||(365.60)||(297.52)|
|Retained earnings as at the beginning of the year||(657.07)||(359.54)|
|Retained earnings before appropriations||(1022.67)||(657.07)|
|Less: Transfer to reserve fund u/s 45-IC(1) of the RBI Act, 1934||-||-|
|Less: Dividend paid on Equity Shares||-||-|
|Less: Dividend Distribution Tax||-||-|
|Less: Other Appropriation||-||-|
|Retained earnings as at the end of the year||(1022.67)||(657.07)|
|Earnings per share (Face value of Rs.10/-)|
|- Basic (Rs.)||(1.82)||(1.48)|
|- Diluted (Rs.)||(1.82)||(1.48)|
COMPANYS PERFORMANCE IN FINANCIAL YEAR UNDER REVIEW
The Revenue from operations for the year under review is INR 2330.60 lakhs (Previous Year: INR 1099.59 lakhs ) registering a growth of 111.95% over the previous year.
Disbursement shown tremendous growth, despite of negative impact in Q1 of FY 22 due to second wave of Covid 19. Total disbursement stood at INR 11233.54 lakhs in FY 22 compared to INR 5544 lakhs in FY 21. The profit after tax for the year under review was (INR 372.01 lakhs).
Your Company diversified its funding sources by adding four new lenders in FY22, taking the total lender count to 18 as of March 2022. New lenders in FY22 included reputed names - Vivriti Capital Private Limited, Klay Finvest Private Limited, Western Capital Advisors Limited and DCB Bank Limited. Total debt raise was INR 9891.77 lakhs (including subordinated debt and PTC) in FY22 which is in line with business growth. Subordinated Debts represents long term source of funds for the Company and the amount outstanding as on March 31,2022 was INR 6.53 Crore. Continued support from the existing lenders and addition of new lenders demonstrate the confidence of the lenders in the Companys credit processes, asset quality, collection efficiency and the management team.
Companys performance in detail is covered in Management Discussion & Analysis.
ANNUAL REPORTS CIRCULATION IN ELECTRONIC FORM
SEBI has vide Circular No. SEBI/HO/DDHS/P/ CIR/2022/0063 dated 13th May, 2022 read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, dispensed with the requirement of sending physical copies of Annual Report to the Members under Regulation 36(1)(b)&(c) of the SEBI Listing Regulations till 31st December, 2022. . Members may note that the Notice and Annual Report 2021-22 will also be available on the Companys website at www.moneyboxxfinance.com.
During the year under review, no dividend was recommended by the Board of Directors with a view to conserve the resources of the Company.
TRANSFER TO RESERVES
During the period under review, no amount has been transferred to reserves by the Company.
The Authorized Share Capital of the Company as on March 31, 2022, stood at Rs. 25,00,00,000/- (2,50,00,000 equity shares of Rs. 10/- each) and the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 21,59,94,980 divided into 2,15,99,498 equity shares of Rs. 10/- each.
During the period under review, the Company has allotted 15,17,847 equity shares at a face value of Rs. 10 per share on December 31,2021. As a result of which, the Paid-up share capital of the Company increased from Rs. 20,08,16,510 divided into
2,00,81,651 equity shares of Rs.10/-each as on March 31,2021, to Rs. 21,59,94,980 divided into 2,15,99,498 equity shares of Rs. 10/- each as on March 31,2022.
The Company has also allotted 18,05,851 equity shares at a face value of Rs. 10 per share on June 02, 2022. Hence, as on the date of this report the Paid-up share capital of the Company increased from Rs. 21,59,94,980 divided into 2,15,99,498 equity shares of Rs. 10/- each to Rs. 23,40,53,490 divided into 2,34,05,349 equity shares.
Further, considering the fund requirements of the Company, the Board at its Meeting held on August 10, 2022, had accorded its approval for increasing the Authorized Share Capital from at Rs. 25,00,00,000/- (2,50,00,000 equity shares of Rs. 10/- each) to Rs 30,00,00,000 subject to shareholders approval.
The Board of Directors therefore recommends the increase in Authorized Capital as afforested.
LISTING ON STOCK EXCHANGE
The shares of the Company are listed on Main Platform of BSE Limited. The listing fee for the financial year 202223 has been duly paid by the Company.
IMPROVED OUTLOOK POST COVID 19 IMPACTS
The Company was able to successfully navigate the impact of the second wave of Covid-19 and display faster recovery on the back of learnings from the first wave of Covid-19, a resilient business model, strong customer engagement, and experienced senior management team. The Company continued to maintain best-in-class operating efficiency, healthy liquidity and collection efficiency. With having good collection efficiency, the Company is well-placed to deliver robust growth in coming year.
CHANGE IN THE NATURE OF BUSINESS
There have been no such changes in the nature of business of the Company during the year under review.
STATE OF COMPANYS AFFAIRS
The state of Companys affairs has been duly presented in the Management and Discussion Analysis Report forming part of the Integrated Annual Report.
MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2022 and the date of this Boards Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act, 2013 in relation to the Corporate Social Responsibility (CSR) are not applicable to the Company. Therefore, such details on expenditure in CSR along with the policy developed in this regard are not required to be provided in this Report.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
Your Company does not have any subsidiary, associate, or joint venture company, therefore the statement containing the salient features of the financial statement of subsidiaries, associates or joint ventures under the first proviso to sub-section (3) of section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable.
DIRECTORS AND KMP
Changes during the year under review under the Directors and KMP Category:
- Mr. Mayur Modi (DIN: 08021679) was re-appointed as Co-CEO & Whole-time Director of the Company for another term of three years in line with applicable regulatory provisions in the 27th Annual General Meeting held on September 24, 2021 w.e.f. January 01, 2022.
- Ms. Radhika Garg (M.no-A36587) Company Secretary and Compliance Officer resigned from her position on August 05, 2021 and subsequently Ms. Bhanu Priya (M.no- A36312) was appointed and designated as Company Secretary and Compliance Officer of the Company w.e.f. August 14, 2021
Further, during the year there is no other change under Director and KMP Category.
Director retiring by rotation:
In accordance with the requirements of section 152(6) (c) of the Companies Act, 2013, Mr. Mayur Modi (DIN: 08021679), Director retires by rotation from the Board of Directors and, being eligible, offers himself for reappointment.
The Board recommends the re-appointment of Mr. Mayur Modi (DIN: 08021679), as Director of the Company retiring by rotation.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.
As on March 31,2022, the Board of Directors of your Company consist of 6 Directors. Their details are as follows:
|S. No. Name of Director||Designation|
|1. Mr. Uma Shankar Paliwal||Chairman and Independent Director|
|2. Ms. Ratna Dharashree Vishwanathan||Independent Director|
|3. Mr. Deepak Aggarwal||Whole-time Director Co- Chief Executive Officer & Chief Financial Officer (KMP)|
|4. Mr. Mayur Modi||Whole-time Director Co- Chief Executive Officer (KMP)|
|5. Mr. Govind Gupta||Non-Executive Director|
|6. Mr. Atul Garg||Non-Executive Director|
Key Managerial Personnel
As on March 31, 2022 Mr. Mayur Modi and Mr. Deepak Aggarwal are CO-CEOs & Whole-time Director(s) of the Company, Mr. Deepak Aggarwal designated as Chief Financial Officer and Ms. Bhanu Priya as Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 5 times during the financial year 2021 -22. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report.
During the period under review, your company has properly complied in reference to conduct Board meetings. COMMITTEES OF THE BOARD
There are three (3) Statutory Committees constituted by the Board of your Company in compliance with the relevant provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
Full details pertaining to the composition, size, terms of reference etc. of the aforesaid mentioned Committees are included in the Corporate Governance Report, which forms a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, the Directors state that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the Company for the financial year 2021 - 22;
iii) they have 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) they have prepared the annual accounts on a going concern basis.
v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
In accordance with the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have given a declaration that they meet the criteria of independence as provided in Section 149(6) of the said Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
In compliance with the provision of Section 178 of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee of the Company, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.
The policy of the company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the Companies Act,2013 is available on our website at www.moneyboxxfinance.com/.
Your Company also affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
ANNUAL EVALUATION OF BOARDS PERFORMANCE
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, information and functioning, etc through a structured questionnaire. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc. The performance evaluation of the Non-Independent Directors and Chairman of the Board was carried out by the Independent Directors through a separate meeting.
The Directors expressed their satisfaction with the evaluation process. Further, the evaluation process confirms that the Board and its Committees continue to operate effectively and the performance of the Directors and is satisfactory.
EMPLOYEE STOCK OPTION PLAN
Employee Stock Options have been recognized as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long-term wealth in the hands of employees.
Pursuant to this, the Company had formulated MFL Employee Stock Option Plan 2021" approved by Shareholders in an Extra Ordinary General Meeting held on December 27, 2021, in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2013, following are the details of Employee Stock Option Scheme:
|Total number of shares arising as a result of exercise of options||N.A.|
|Exercise Price||Rs. 95|
|Variation of terms of options||N.A.|
|Money realized by exercise of options||N.A.|
|Total no. of options in force||3,09,500|
|Employees wise details of options granted to:||(i) KMP: Ms. Bhanu Priya- 6000 options|
|(ii) Any other employee who received options amounting to 5% or more:|
|S.No. Name of Employee||Designation||Options Granted during FY 22|
|1. Mr. Viral Sheth||Finance Controller||40,000|
|2. Mr. Vikas Bansal||Chief Risk Officer||75,000|
(iii) Identified employees who were granted options equal to or exceeding one percent of issued capital: N.A.
Note: Options lapsed is as on the date of this report
The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Companys website at the link: www.moneyboxxfinance.com.
COMPLIANCE OF SECRETARIAL STANDARDS
Your Company has duly devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
Your Company is registered with the Reserve Bank of India (RBI), as a Non-Deposit accepting NBFC under Section 45-1A of the RBI Act, 1934. Your Directors hereby confirm that the Company has not accepted any public deposits during the year under review and it continues to be a non-deposit taking non- banking financial company in conformity with the guidelines of the RBI.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis (MDA) Report gives details of the overall industry structure, developments, performance and state of affairs of the Companys business and other material developments during the Financial Year. The MDA report is attached herewith and forms an integral part of this Annual Report.
PARTICULAR OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure -A to this Annual Report.
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Corporate Office of the Company or request via email to firstname.lastname@example.org.
Employees are one of the key foundations of any successful Organisation. Human Resources plays a significant role in developing positive business culture and improving employee engagement and productivity. The HR function takes the lead on organization development, employee wellness and personal development.
Company embraces the principle that meaning at work is created when people relate to the purpose of the organization, feel connected to the leaders, and have a sense of belonging. During the year, the Company had conducted familiar interactions between the employees of the Company to sharing information about the Companys long-term perspective, its growth along with the growth of employees.
A separate chapter titled Corporate Governance Report has been included in this Annual Report pursuant to SEBI (LODR) Regulations, 2015, along with it, the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations of corporate governance under the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism (Whistle Blower Policy) for directors and employees to report genuine concerns. The policy provides for adequate safeguards against victimization of directors or employees or any other person who avails the mechanism.
There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for the F.Y. 2021 -22.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place adequate internal financial controls with reference to the financial statements.
The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee.
The board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2021 -22.
AUDIT AND AUDITORS
a) Statutory Auditor
The Shareholders in the 25th Annual General Meeting ("AGM"), approved the appointment of Gaur & Associates, Chartered Accountants (Firm Registration No. 005354C), as the Statutory Auditors, for a period of five (5) years i.e. from the conclusion of the 25th AGM till the conclusion of 30th AGM of the Company for the financial year starting from April 01, 2019 to March 31, 2024. The statutory auditors have confirmed they are not disqualified from continuing as auditors of the Company.
The statutory audit report for the year 2021 -22, is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the statutory auditor.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Shashank Pashine & Associates, (partner at Juris Consultants Private Limited) having Membership No. A40278 and CP. No. 21229 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended as on March 31,2022 is annexed as Annexure- B and forms an integral part of this Report.
The Secretarial Audit Report for the year 2021 -22, is unmodified, does not contain any qualification, reservation or adverse remark or disclaimer by the Secretarial Auditor.
The provisions of Section 148 read with the Cost Audit Rules and Cost Audit is not applicable to the Company.
The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.moneyboxxfinance.com.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
As on March 31,2022, the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
Pursuant to section 177 of the Act and regulation 23 of SEBI Listing Regulations, all Related Party Transactions were placed before the Audit Committee for its prior approval during the year under review and these transactions were reviewed by the Committee.
Details of transactions with related parties during the year under review are provided in the notes to the financial statements. All related party transactions during the year were conducted at arms length and were in the ordinary course of business.
Further, there being no material RPTs as defined under regulation 23 of SEBI Listing Regulations, there are no details to be disclosed in form AOC-2 in that regard. The Directors draw attention of the members to Note No. 27 of the Notes to the Financial Statements which sets out related party transactions.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out hereunder:
(A) Conservation of Energy-
|(i) the steps taken or impact on conservation of energy||The Companys operations involve low energy consumption and wherever possible, energy conservation measures have already been implemented.|
|(ii) the steps taken by the company for utilising alternate sources of energy||Efforts to conserve and optimize the use of energy through improved operational methods and other mean will continue as an on-going basis.|
|(iii) the capital investment on energy conservation equipments||NA|
|(B) Technology absorption-|
|(i) the efforts made towards technology absorption||The minimum technology required for the business has been absorbed.|
|(ii) the benefits derived like product improvement, cost reduction, product development or import substitution||NA|
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-||NA|
|(a) the details of technology imported;|
|(b) the year of import;|
|(c) whether the technology been fully absorbed;|
|(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and|
|(iv) the expenditure incurred on Research and Development.||NA|
(C) Foreign exchange earnings and Outgo-:
The Company did not enter into any foreign currency transactions in the current year and previous year. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Information on the development and implementation of a Risk Management Policy for the Company including identification, assessment and control of elements of risk, which in the opinion of the Board may threaten the existence of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.
STATEMENT OF DEVIATIONS OR VARIATIONS
There has been no deviation in the use of proceeds raised through private placement basis, from the objects stated in the Offer document for the Quarter and year ended March 31, 2022.
The Company continues to comply with all the applicable regulations as prescribed by the Reserve Bank of India from time to time.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No application has been made nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The Company has not received any complaints on sexual harassment during the year.
The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Companys bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Companys stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the across all levels, resulting in successful performance during the year.
|By order and on behalf of the Board|
|Moneyboxx Finance Limited|
|(Mayur Modi)||(Deepak Aggarwal)|
|Co- CEO & Whole-time Director||Co- CEO & Whole-time Director|
|Date: August 10, 2022|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS