Moneyboxx Finance Ltd Directors Report.

To the Members.

Your directors are pleased to present the Twenty-Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements for year ended March 31,2019.


A summary of the Companys financial results for the Financial Year 2018-19 is as under:-

(Amount in Rupees Lakhs)

PARTICULARS Current Financial Y ear (2018-19) Previous Financial Year (2017-18)
Revenue from Operations 173.23 122.35
Other Income 26.93 5.96
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense 25.55 (16.99)
Less: Depreciation/Amortisation/Impairment 8.74 7.38
Proflt/Loss before Finance Costs, Exceptional Items and Tax Expense 16.81 (24.37)
Less: Finance Cost - -
Profit/Loss before Exceptional Items and Tax Expense 16.81 (24.37)
Add/(less): Exceptional items - -
Profit/Loss before Tax Expense 16.81 (24.37)
Less: Tax Expense (Current & Deferred) (5.20) (0.01)
Profit/loss for the year (1) 22.00 (24.35)
Total Comprehensive Income/loss (2) - -
Total (1+2) 22.00 (24.35)
Retained earnings as at the beginning of the year (23.57) 0.46
Profit after Tax 22.000 (24.35)
Retained earnings before appropriations (1.57) (23.89)
Less: Transfer to reserve fund u/s 45-IC( I) of the RBI Act, 1934 4.40 "
Less: Dividend paid on Equity Shares - -
Less: Dividend Distribution Tax -


Less: Other Appropriation - (0.32)
Retained earnings as at the end of the year (5.98) (23.57)
Earnings per share (Face value of Rs. 10/-)
- Basic (Rs.) 0.13 (0.15)
- Diluted (Rs.) 0.13 (0.15)

Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.


Considering the present conditions of business and growth of Company, the Board of Directors of the Company has not recommended any dividend for the Financial Year 2018-19.


Your Company being a Non Banking Financial Company, the amount of Rs.4.40 Lakhs has been transferred by the Company to the reserve fund named as ‘Special Reserve as per RBI Act, created in pursuance of Section 45- 1C of the Reserve Bank of India Act. 1934, where in every NBFC have to transfer a sum not less than 20% of its Net Profit every year before declaring any dividend.

Except as mentioned above, your Company does not propose to transfer any amount to any reserve out of the amounts available for appropriation during the year under review.


During the year under review, your Company has not made any allotment of equity Shares. The paid up Equity Share Capital as on 3181 March 2019 remained unchanged at Rs. 16.74.34,590/- comprising of 1.67,43,459 shares of Rs. 10/- each. The Company has also not issued shares with differential voting rights, employee stock options and sweat equity shares during the period under review. The Authorized Share Capital of the Company is unchanged and stands Rs. 17,00,00.000/- divided into 1,70,00,000 equity shares of Rs. 10/-each.

The Authorised Share Capital of the Company has been increased from Rs. 17,00,00,000/- to Rs. divided into equity shares of Rs. 10/- each with the approval of the shareholders of the Company in their Extra-Ordinary General Meeting held on April 30, 2019.


The Companys shares are listed on SME Platform of BSE Limited. The listing fee for the financial year 2019-20 has been paid.


The Revenue from operations for the year under review has been ? 173.23 lakhs (Previous Year: ? 122.35 lakhs). The Operating Profit stood at ? 16.81 lakh as against operating loss of? 24.37 lakh in the Previous Year. The Net Profit for the year stood at ? 22 lakh against loss of ? 24.35 lakh in the Previous Year. Total income during FY2019 increased to Rs. 200.16 Lakhs from Rs. 128.32 Lakhs during the year registering a growth of 56.25% over the previous year. The profit after tax for the year under review was Rs. 22 Lakh as compared to loss of Rs. 24.35 Lakhs for as on 31 March 2018. This could have been possible due to the Companys healthy growth in AUM, net interest margin, operating efficiencies and prudent risk management.

The Assets Under Management (AUM) as on 31 March 2019 stood at Rs. 1916 Lakh as compared to Rs. 1885.17 Lakh as on 31 March 2018 registering an increase of 1.64% over the previous year. Loans receivables as on 31 March 2019 were Rs. 115.70 Lakhs as compared to Rs. 1487.81 Lakhs as on 31 March 2018 registering a decrease of 92.20% over the previous year.

The Company had an excellent year, aided by strong volume growth across its line of business.


During the period under review:

- There has been the Change in Management and Control of the Company, which has been duly approved by the Reserve Bank of India (RBI) vide their letter no. DNBS.ND/CMS- V/No.831 /05.04.111/2017-18 dated August 8, 2018.

- The Company has changed its name from Dhanuka Commercial Limited to Moneyboxx Finance Limited, which has been duly approved by the Registrar of companies, NCT Delhi & Haryana. The Reserve Bank of India (RBI) and BSE Limited (Stock Exchange).

- The Board of Directors in its meeting held on March 29. 2019 had recommended the migration of the Company from SME Exchange of BSE Limited to Main Board of BSE Limited which was duly approved by the shareholders of the Company by means of postal ballot on May 09, 2019 and the company is under the process of making an application to BSE Limited with respect to migration to Main Board of BSE Limited.


There have been no changes in the nature of business of the company for the period under review.


There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.


Your Company does not fall within the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) provisions. Hence details of expenditures on CSR are not required to be furnished.


The 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 in Form AOC-I is not applicable.

However, due to the change in Management and Control during the year under review, your Company has become the subsidiary of ‘Moneyboxx Capital Private Limited as defined under clause (87) of section 2 of the Companies Act. 2013.

DIRECTORS AND KMP Director retiring by rotation:

Pursuant to the requirements of the Act and Articles of Association of the Company, Mr. Govind Gupta (DIN: 00065603) is liable to retire by rotation and being eligible offers himself for re-appointment.

The Board recommends the appointment of Mr. Govind Gupta (DIN: 00065603) as Director of the Company retiring by rotation.

Durini; the year under review;

- Mr. Mahesh Kumar Dhanuka (DIN: 00069473). Mr. Gopal Krishan Bansal (DIN: 00073139), Mr. Mukesh Bansal (DIN: 06810137) and Mrs. Rajni Garg (DIN: 06859907) had resigned from the Directorship of the company w.e.f.. October 12. 2018.

- Mr. Bharat Narnia (M. No. 46834) Company Secretary of the Company resigned w. e. f. October 12, 2018.

- Mr. Sanjeev Mittal (DIN: 00078563) resigned as Chief Financial officer and as KMP and was also redesignated as Non-Executive Director from Executive Director of the Company with effect from October 12. 2018.

- Further. Mr. San jeev Mittal resigned from the directorship of the Company w. e. f. August 19, 2019.

- The Board places on record its appreciation for the valuable services rendered by them during their tenure in the Company.

- Mr. Prashant Agarwal (DIN: 08019634), Mr. Mavur Modi (DIN: 08021679), Mr. Govind Gupta (DIN: 00065603) and Mr. Deepak Aggarwal (DIN: 03140334) were appointed as additional Directors of the Company w. e. f. October 12, 2018. There appointments were regularized by shareholders in the Extra Ordinary General Meeting held on January 03, 2019.

- Mr. Prashant Agarwal (DIN: 08019634) and Mr. Mavur Modi (DIN: 08021679) were designated as Whole-time Director w. e. f. January 1, 2019 approved by shareholders in the Extra Ordinary General Meeting held on January 03, 2019.

- Mr. Prashant Agarwal (DIN: 08019634) was further designated as Chief Financial Officer (CFO), CoChief Executive Officer (Co-CEO) & as a KMP by the Board w. e. f. March 29, 2019.

- Mr. Mayor Modi (DIN: 08021679) was further designated as Co-Chief Executive Officer (Co-CEO) & as a KMP by the Board w. e. f. March 29. 2019.

- Ms. Radhika Garg (M. No. 36587) was appointed as Company Secretary (KMP) w. e. f. November 12, 2018.

Further, during the year under review, the Board of Directors had appointed Mr. Uma Shankar Paliwal (DIN: 06907963) and Ms. Ratna Dharashrce Vishwanathan (DIN: 07278291) as additional and Independent Director on the Board of Directors of the Company in accordance with Section 149(4) of the Act, with effect from January 11, 2019 to hold office for a term of 3 (three) consecutive years.

Pursuant to the provisions of Section 149 of the Act. the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 Kb) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

As required under regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the information on the particulars of the Directors proposed for appointment / reappointment has been given in the Notice of the Annual General Meeting.

Further, Mr. Uma Shankar Paliwal (DIN: 06907963) was appointed as Chairman of the Board w.e.f. August 22, 2019.

As on date, the company had 6 Directors and 3 Key Managerial Personnel.

S. No. Name of Director Designation
1. Mr. Uma Shankar Paliwal Chairman cum Independent Director
2. Ms. Ratna Dharashree Vishwanathan Independent Director
3. Mr. Prashant Agarwal 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. Deepak Aggarwal Non-Executive Director
7. Ms. Radhika Garg Company Secretary & Compliance Officer (KMP)


The Board met 7 times during the financial year. The meeting details are provided in the ‘Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.


There are four (4) committees constituted by the Board:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. Stakeholder RelationshipCommittee

4. Executive committee


The Company has a duly constituted Audit Committee in compliance with the section 177 of the Companies Act. 2013 and Regulation 18 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations. 2015. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.


Pursuant to Section 134(5) of the Act. the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith 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 of the Company for the financial year 2018-19 ;

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


The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.


The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31. 2019, the Board had seven members, two of whom are executive Directors, three are non - executive and non-independent member and two non executive independent directors. One of the Independent directors of the board is woman.

The policy of the company on directors appointment and remuneration, including the criteria for detennining 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

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.


The Board adopted a formal mechanism for evaluating its perfonnance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The Board of Directors has carried out an annual evaluation of its own perfonnance, board committees, and individual directors pursuant to the provisions of the Act and SLBI Listing Regulations. The performance of the board & its committees was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.


Pursuant to the provisions of Regulation 15 of SEBI Listing Regulations, the Company is exempted from providing the Compliance Certificate as required under regulation 17(8) of SEBI Listing regulations by the Chief Executive Officer and Chief Financial Officer of the Company.


Your Company has not invited/received/accepted any fixed deposits during the year, as such, no amount of principal or interest on fixed deposits was outstanding on the date of Balance Sheet. Therefore, the disclosures as required under the Companies Act, 2013 and the Rules framed thereunder and RBI Directions are not applicable.


The Management Discussion and Analysis Report as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 is provided in a separate section and forms an integral part of this Report.


The extract of annual return as provided under section 92(3) of the Act, in the prescribed form MGT-9 is annexed as Annexure B to this Report and is also hosted on the Companys website.


To the Company, its people are a very valuable resource. In an increasingly competitive market for talent, the Company continues to focus on attracting and retaining right talent. It is committed to provide right opportunities to employees to realise their potential.

During the year, the Company had conducted structured familiar interactions between the employees of the Company and imparted programmes with regard to sharing information about the Companys long term perspective, its growth along with the growth of employees.

The Company had also conducted the training programme with respect to AML/CFT areas which inter alia includes familiarization with the AML/CFT guidelines issued by the Reserve Bank of India (RBI) from time to time.


The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - A.

The statement containing particulars of employees as required under Section 197 of the Companies Act. 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company.

If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.


As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of the Corporate Governance are not applicable on the Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crorc as on the last day of previous financial year or on the Companies listed on SME Exchange.

Since the Net Worth of the Company as on 31s1 March 2019 does not exceed the threshold limit of Rs. 25 Crore and also your Company being listed on SME Exchange, the provisions of the Corporate Governance are not applicable to the Company. Hence no certificate has been attached regarding compliances of conditions of corporate governance.

However, as a good corporate practice and for more transparency, the Company has provided a detailed report on Corporate Governance pursuant to the provisions of Regulation 34(3) of the SEBI Listing Regulations and forms part of the Annual Report.


The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such 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. 2018-19.


Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The internal control system is supplemented by an extensive programme of audit, review by management and documented policies, guidelines and procedures. The internal financial controls with reference to the financial statements were adequate and operating effectively. The management ensures adherence to all internal control policies and procedure as well as compliance with regulatory guidelines. No audit observations and/or significant recommendations have been received from the Internal Auditor of the Company.

The Statutory Auditors of the Company have audited the internal financial controls over financial reporting of the Company as of March 31, 2019 in conjunction with audit of the financial statements of the Company for the year ended on that date and Annexure B to the Auditors Report may be referred to in this regard.

AUDIT AND AUDITORS (a) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) Messrs DSP & Associates. Chartered Accountants (KRN 006791N) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting (AGM) of the Members held on June 26, 2018.

Messrs DSP & Associates. Chartered Accountants (ICAI l-RN 00679IN) have expressed that they will hold the office of the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting and will not seek their re-appointment due to their pre-occupation.

Since Messrs DSP & Associates have expressed not to continue as Statutory Auditors of the Company, the Company is required to appoint another Auditor to hold office of the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting.

The Board of Directors at its meeting held on August 22. 2019. after considering the recommendations of the Audit Committee, had recommended the appointment of M/s Gaur & Associates, Chartered Accountants (Finn Registration No. 005354C). New Delhi, as the Statutory Auditors of the Company for approval of the members. The proposed Auditors shall hold office of statutory auditor of the Company from the conclusion of 25lh Annual General Meeting till the conclusion of 30h Annual General Meeting of the Company to be held in the calendar year 2024 with respect to 5 (five) financial years beginning April 1,2019 and ending March 31, 2024.

M/s Gaur & Associates, Chartered Accountants, have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section I41(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules made thereunder.

Pursuant to Section 139 of the Companies Act, 2013, approval of the members is required for appointment of the Statutory Auditors and fixing their remuneration by means of an ordinary resolution. Accordingly, approval of the members is sought for appointment of M/s. Gaur & Associates. Chartered Accountants as the Statutory Auditors of the Company and to fix their remuneration.

There is no qualification, reservation or adverse remark for the year under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed Messrs Manish K & Associates, a firm of Company Secretaries in Practice (C.P No. 15931) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended as on March 31,2019 is annexed as Annexure C and forms an integral part of this Report.

There is no qualification for the year under review.


As per the provisions of Section 148 read with the Cost Audit Rules, the provisions regarding Cost Audit is not applicable to the Company.


The Company, being a non-banking financial company registered with RBI and engaged in the business of giving loans, is exempt from the provisions of section 186 of the Act in respect of loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.


All related party transactions entered during FY20I9 were on an arms length basis and in the ordinary course of business under the Act and were entered with the approval of the Audit Committee/Board of Directors in line with provisions of the Act and SEBI Listing Regulations. There was no materially significant related party transaction under the Act or the SEBI Listing Regulations, which had a potential conflict with the interest of the Company at large. None of the transactions required members prior approval under the Act or the SEBI Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The Directors draw attention of the members to Note No. 27 of the Notes to the Financial Statements which sets out related party transactions.


Particulars regarding conservation of energy & technology absorption as required to be disclosed pursuant to the Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under.

(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

Since the company is primarily engaged in NBFC activities 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)-

(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 NA Development.

(C) Foreign exchange earnings anil Outgo-:

There were no foreign exchange earnings and outgo during the year under review (previous year):NIL RISK MANAGEMENT

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in tenns of the aforesaid policy.


There was no instance of fraud during the year under review, which required the Statutory Auditors / Secretarial Auditors to report to the Audit committee and / or Board under Section 143( 12) of the Act and the rules made thereunder.


Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable on the Company have been complied with.


During the year under review, no significant and material orders were passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.


The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has also formed an Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaints on sexual harassment during the year. ACKNOWLEDGEMENT

We thank our customers, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our growth was made possible by their hard work, solidarity, cooperation and support.

We thank the Government of India, particularly the Ministry of Corporate Affairs, the Central Board of Direct Taxes. GST authorities, the Reserve Bank oflndia. Securities Exchange Board of India (SEBI) and other Government authorities for their support and look forward to their continued support in future.

By order and on behalf of the Board Moiievboxx Finance Limited

(Prashant Agarwal) (Mayur Modi)
Whole-time Director Whole-time Director
DIN:08019634 DIN: 08021679
Date: August 22. 2019
Place: Mumbai