Dear Members,
On behalf of Board of Directors (“The Board”), it gives me immense pleasure
to present the Thirty Second (32) Annual Report on the business and operations of your
Company together with the Audited Financial Statements for the year ended March 31, 2023.
Financial Results
The Companys financial performance, for the year ended 31%! March, 2023 is summarized
below:
| Particulars |
2022-2023 |
2021-2022 |
| Total Income |
59.77 |
60.07 |
| Total Expenses |
95.09 |
74.91 |
| Profit/(Loss) before Tax |
(35.32) |
(14.84) |
| Less: Tax Expenses/ Credit |
(22.00) |
(35.60) |
| Profit/(Loss) after tax |
(57.32) |
(50.44) |
| EPS (3) |
(1.25) |
(1.10) |
During the financial year under review, the Companys total income is \ 59.77 lakhs.
However, financials depict loss of T 57.32 lakhs as on 31% March, 2023 due to losses on
sale of investment of the Company.
Accounting Method
NBFCs are 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 31% March, 2023 are prepared as per IND-AS.
Dividend
The Board of Directors of the Company has not recommended any dividend on the equity
shares of the Company for the financial year 2022-2023 due to losses suffered by the
Company.
State of Companys affairs
Discussion on state of Companys affairs has been covered as part of the Management
Discussion and Analysis. Management Discussion and Analysis for the year under review, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section forming part of this Annual Report.
Reserves
In view of current year loss, your Directors regret their inability to carry any amount
as reserves for the financial year under review.
Share Capital
There was no change in capital structure of your Company during the year under review.
As on 31% March, 2023, the paid-up equity share capital of the Company is T 4,57,00,000/-
comprising of 45,70,000 Equity shares of Face Value of \ 10/- each. During the financial
year 2022-23, your Company has not issued any equity shares with differential rights as to
dividends, voting or otherwise, or any convertible securities, warrants or Sweat Equity
shares. Your Company does not have any Employee Stock Option Scheme or Employee Stock
Purchase Scheme.
Directors and Key Managerial Personnel
(a) Appointment/ Reappointment
The Board of Directors has re-appointed Ms. Smita Kulkarni (DIN: 08127803) as
Non-Executive, Independent Director of the Company for a second term of 5 consecutive
years w.e.f. 8" May, 2023 to 7 May, 2028, subject to the approval of the members at
the ensuing General Meeting. Ms. Smita Kulkarni fulfil the criteria and conditions
specified in the Companies Act, 2013 for such appointment.
Further, the Board of Directors at its meeting held on 29%" May, 2023,
re-appointed Mr. Shri Dass Maheshwari (DIN: 00181615) as a Whole Time Director designated
as “Whole Time Director - Finance & CFO” of the Company who has attained the
age of 70 years for a period of 1 year commencing from 30" April, 2023.
All Independent Directors of the Company have registered themselves in the Independent
Directors databank maintained with the Indian Institute of Corporate Affairs (ICA).
Further, in the opinion of the Board of Directors of the Company, all Independent
Directors possess requisite integrity, expertise and experience including the proficiency
required to discharge the duties and responsibilities as Directors of the Company.
(b) Retiring by rotation
Mr. Sushil Kumar Agarwal (DIN: 00400892), Executive Director of the Company, retires by
rotation and being eligible offers himself for re-appointment. The Board recommends his
re-appointment and the same forms part of the notice of Annual General Meeting. The
disclosures required regarding appointment / re-appointment of Mr. Sushil Kumar Agarwal
pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on
General Meeting issued by The Institute of Company Secretaries of India are given in the
Notice of AGM, forming part of the Annual Report.
Key Managerial Personnel
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of
the Company:
Mr. Shri Dass Maheshwari, Whole Time Director & Chief Financial Officer and Mrs.
Archisha Tyagi, Company Secretary of the Company.
Number of Board Meetings
During the year under review, five (5) Board Meetings were held on April 21, 2022; May
25, 2022; August 8, 2022; November
8, 2022 and February 9, 2023 through Video conferencing. More details on Board Meetings
are provided in the Corporate Governance Report.
Companys Policy on appointment and remuneration of Directors and Key Managerial
Personnel
Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration
Committee (NRC) has formulated “Nominationand Remuneration Policy” which deals
inter-alia with the appointmentand remuneration of Directors, Key Managerial Personnel,
Senior Management and other employees. The said policy is uploaded on the website of the
Company and web-link thereto is
hitp://www.margofinance.com/wp-content/uploads/2021/01/mfl-nomination-and-remuneration-policy.
pdf
Board Evaluation
Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of the performance of the Board, its Committees and of individual Directors. Performance
evaluation has been carried out as per the Nomination & Remuneration Policy of the
Company.
Directors Responsibility Statement
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013,
your Directors, to the best of their knowledge and belief and according to the information
and explanations obtained by them, state and confirm that:
. in the preparation of the annual accounts for the year ended 31% March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
. such accounting policies as mentioned in the notes to the Financial Statements for
the year ended 31st March, 2023, have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31 March, 2023 and of the loss of the
Company for the year ended on that date;
. proper and sufficient care has been taken 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;
. the annual financial statements for the year ended 31% March, 2023, have been
prepared on a going concern basis;
. internal financial controls to be followed by the Company have been laid down and
that the said financial controls were adequate and were operating effectively;
. proper systems to ensure compliance with the provisions of all applicable laws have
been devised and such systems were adequate and operating effectively.
Audit Committee
During the year under review, there has been no change in the composition of the Audit
Committee. As on 31% March, 2023, the Audit Committee comprises of 4 Directors/ Members
viz. Mr. Ambarish R. Sodha, Independent Director as Chairman, Mr. Govind Prasad Agrawal,
Ms. Smita Kulkarni, Independent Directors and Mr. S. K Agrawal, Non-Executive
Non-Independent Director. More details on Audit Committee are given in Corporate
Governance Report. All the recommendations made by the Audit Committee during the year
under review were accepted by the Board.
Statutory Auditors
In accordance with the provisions of Section 139 of the Act, at the Annual General
Meeting (“AGM”) held on 16 September, 2022, M/s. Pawan Shubham & Co.,
Chartered Accountants (Firm Registration No. 011573C) were appointed as the Statutory
Auditors of the Company for a second term of 5 consecutive years to hold office from the
conclusion of the 31 AGM till the conclusion of 36" AGM of the Company. The Company
has received a letter from M/s. Pawan Shubham & Co., Chartered Accountants confirming
that they are eligible for continuing as Statutory Auditors of the Company.
The Auditors Report on the standalone financial statements of the Company for the year
ended 31% March, 2023 forms part of this Annual Report. The Auditors Report does not
contain any qualifications, reservations, adverse remarks or disclaimer. In terms of the
provisions of Section 143(12) of the Act, no frauds have been reported by the Statutory
Auditors in their report for the year under review. Notes to the Financial Statements are
self-explanatory and do not call for any further comments.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the
Board at its meeting held on 9" February, 2023 had appointed M/s. Ashu Gupta &
Co, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the
year ended 31% March, 2023. The Secretarial Audit Report issued by them in Form No. MR-3
is provided as an “Annexure 1” to this Report. The Secretarial Audit Report does
not contain any qualifications, reservations or adverse remarks.
Internal control systems and their adequacy
Your Company maintains adequate internal control system and procedures commensurate
with its size and nature of operations. The internal control systems are designed to
provide a reasonable assurance over reliability in financial reporting, ensure appropriate
authorization of transactions, safeguarding the assets of the Company and prevent misuse/
losses and legal compliances.
The internal control system includes a well-defined delegation of authority and a
comprehensive Management Information System coupled with quarterly reviews of operational
and financial performance, a well-structured budgeting process with regular monitoring of
expenses and Internal audit. The Internal Audit reports are periodically reviewed by the
management and the Audit Committee and necessary improvements are undertaken, if required.
Cost Records and Auditors
The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the
Companies Act, 2013 are not applicable to the Company.
Public Deposits
Your Company being a Non-deposit taking Non-Systemically Important NBFC has not
accepted or renewed any deposit as covered under Chapter V of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014, as amended, from its members or the public
during the year under review.
Subsidiaries
During the year under review, your Company does not have any subsidiaries or joint
ventures or associate companies as defined under the Act. However, the Company has framed
a policy for determining material subsidiaries, which can be: http://www.
margofinance.com/wp-content/uploads/2021/31/margo-policy-on-material-subsidiaries. pdf
Corporate Governance Report
Your Company has adopted best practices of Corporate Governance and complied with all
the requirement of Corporate Governance laid down by SEBI. As per Regulation 15 (2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it has been
stipulated that the compliance with the corporate governance provisions as specified in
Regulation 17 to 27 and Clauses (b) to (i) of Sub Regulation (2) of regulation 46 and Para
C, D, and E of Schedule V shall not apply to your Company for the Financial Year 2022-23.
However, as a part of good corporate governance, we are doing compliance voluntarily.
Management and Discussion Analysis Report
Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and
Analysis Report containing information inter-alia on industry trends, your Companys
performance, future outlook, opportunities and threats for the year ended 31st March,
2023, is provided in a separate section forming integral part of this Annual Report.
Annual Return
Pursuant to the amendments in Section 92(3) of the Companies Act, 2013 read with Rules
thereunder and provisions of Section 134(3)(a) of the Act, Annual Returns of the Company
for FY 2021-22 and FY 2022-23 are hosted on the website of the Company
www.mardofinance.com and web-links thereto are given below:
AnnualReturnforFY2021-22:
http://www.mardofinance.com/wp-content/uploads/2023/07/annual-report-form-magt-7-fy-21-22
pdf AnnualReturnforFY 2022-23: http:
//www.mardofinance.com/wp-content/uploads/2023/07/draft-annual-re port-mgt-7-fy-22-23. pdf
Vigil Mechanism/Whistle Blower Policy
Pursuant to the provision of Section 117(10) of the Companies Act, 2013 and Regulation
22 of the Listing Regulations, 2015, the Board of Directors of the Company has established
Vigil Mechanism/\Whistle Blower Policy. The details of the Vigil Mechanism/Whistle Blower
are provided in the Corporate Governance Report. The Vigil Mechanism and Whistle Blower
policy can be accessed on the website of the Company at
http://www.margdofinance.com/wp-content/uploads/2021/01/whistle-
blower-policy-vigil-mechanism-investor-complaint-report. pdf
Related Party Transactions
All Related Party Transactions (RPT) entered into during FY 2022-23 were on arms
length basis and in the ordinary course of the business and in compliance with the
provisions of the Companies Act, 2013 and the Listing Regulations. During the year under
review, your Company did not enter into any material RPT under the provisions of Section
188 of the Act and 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 to the Company and hence does not form part of this report.
The prior approval of the Audit Committee is obtained for all Related Party
Transactions. A statement of all Related Party Transactions is reviewed by the Audit
Committee and Board on a quarterly basis. Your Company has adopted a policy on Related
Party Transactions and it has been uploaded on the Companys website at http://www.
margofinance.com/wp-content/uploads/2021/01/policy-on-related-party-transactions-mfl.pdf
Particulars of Loans, Investments, Guarantees and Securities under Section 186 of the
Companies Act, 2013
The provisions of Section 186 of the Act pertaining to investment and lending
activities is not applicable to the Company, since the Company is a Non-Banking Financial
Company whose principal business is acquisition of securities. Details of guarantees
and/or security in connection with loans to other bodies corporates or persons as covered
under the provisions of Section 186 of the Act, are given in the Notes to the Financial
Statements.
Risk Management
The Company has formulated a Risk Management Policy. The Company through the Committee
for Investments / Loans and Risk Management identifies, evaluates, analyses and prioritise
risks in order to address and minimize such risks. This facilitates identifying high level
risks and implement appropriate solutions for minimizing the impact of such risks on the
business of the Company. The Committee submits its recommendations and comments for
Boards review and necessary action.
Conservation of Energy, Technology Absorption & Foreigh Exchange Earning &
Outgo
The Company Operates in a Service Sector as a Non-Banking Financial Company (NBFC) and
therefore, energy consumption is only limited to electricity required for office
functioning for administration functions. However, necessary initiatives have been taken
by the Company from time to time for optimum utilization of energy. Since the conservation
impact is minimal, it cannot be quantified.
A) Conservation of Energy- NIL B) Technology Absorption- NIL
C) Foreign Exchange earnings and Outgo- NIL
Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace
Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the constitution of ICC (Internal Complains Committee) is not mandatory to the
Company as the Company has less 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, no complaints pertaining to sexual harassment were
received and no complaint was pending as on 31% March, 2023.
Particulars of Employees and related disclosures
The information required pursuant to Section 197 (12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other
related disclosure is given as “Annexure 2-{1)” and “Annexure 2-{I)”
to this report.
Significant or Material orders passed by Regulators / Courts
During the year under review, no significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Companys
operations in future.
Material Changes and Commitments affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year 2022-23 and the date of
this Report.
Secretarial Standards
During the year under review, your Company has complied with all the applicable
Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of
Directors and ‘General Meetings respectively. The same has also been confirmed by
Secretarial Auditors of the Company in the Secretarial Audit Report.
General
Your Directors state that:
1. During the year under review, there was no change in the general nature of business
of the Company.
2. The provisions pertaining to Corporate Social Responsibility (CSR) were not
applicable to the Company during the year under review.
3. Asrequired in terms of Secretarial Standard (SS)-4, it is hereby confirmed that
there is no corporate insolvency resolution process initiated under the Insolvency and
Bankruptcy Code, 2016.
Acknowledgements and Appreciation
Your Directors wish to place on record their appreciation for dedicated service and
contribution made by the employees of the Company at all levels.
Your Directors would also like to place on record their appreciation for the continued
co-operation and support received by the Company during the year from its customers,
suppliers, bankers, financial institutions, business partners and other stakeholders.
|
For and on behalf of the Board of Directors |
|
For Margo Finance Limited |
|
ANIL KUMAR JAIN |
| Date : May 29, 2023 |
CHAIRMAN |
| Place : Mumbai |
DIN: 00086106 |
+91-9892691696
