Dear Members,
Your Directors are hereby present their 41st Annual Report together with the
Audited Accounts for the financial year ended 31st March, 2023.
1. Standalone Financial Performance:
(Amt in INR000)
| Particulars |
As on Ended 31.03.2023 (Rs.) |
Year Ended 31.03.2022 (Rs.) |
| Income |
2,668.37 |
2,418.37 |
| Expenditure |
1,151.38 |
1,713.80 |
| Profit/(Loss) Before Depreciation and Tax |
1,516.99 |
704.57 |
| Profit/(Loss) Before Tax and Exceptional Items |
1,516.99 |
704.57 |
| Exceptional Items (Net) |
Nil |
Nil |
| Prior period Items (Net) |
Nil |
Nil |
| Profit/(Loss) After Tax |
1,516.99 |
704.57 |
a. Results of operations:
During the year under review your Company has reported a total income of 2668.37 as
compared to 2418.37 for the previous year. Further, your Company has reported profit of
1516.99 as compared to of 704.57 in previous year.
b. Dividend:
The Directors does not recommend dividend for the financial year ended 31st March,
2023.
c. Particulars of loans, guarantees or investments by company:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to Financial Statements under this
report.
d. Fixed Deposits:
The Company has not accepted any deposits, within the meaning of section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of deposits) Rules, 2014.
e. Particulars of Contracts or arrangements made with related party (ies):
All transactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business and that the provisions of sections
188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not
required. Further, there are no material related party transactions during the year under
review with Promoters, Directors or Key Managerial Personnel. The Company has developed a
Related Party Transactions framework through Standards Operating Procedures for the
purpose of identification and monitoring of such transactions.
All Related Party Transactions are placed before the Audit Committee as also before the
Board for approval. Omnibus approval was obtained on a quarterly basis for transactions
which are of repetitive nature. Transactions entered into pursuant to omnibus approval are
audited and a statement giving details of all Related Party Transactions are placed before
the Audit Committee and Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company. The web link of the same has been provided in the
Corporate Governance Report. None of the Directors has any pecuniary relationship or
transactions vis-?-vis the Company.
f. Material changes and commitment, if any, affecting the financial position of the
company occurred between the end of the financial year to which these financial statements
relate and the date of the report.
There is No material changes and commitments affecting the financial position of the
Company occurred between the ends of the financial year to which these financial
statements relate on the date of this report.
g. Share Capital
The paid- up equity share capital of the Company as at March 31, 2023 stood at Rs.
81,75,500/- (Rupees Eighty-one lakhs Seventy-five Thousand Five Hundred only).
2. Business and future outlook:
a. Business
Mega Fin (India) Limited (MFIL) is a part of the Indias private sector financial
services companies, the Shares of the Company are listed on Bombay Stock Exchange
(BSE).The Company is a core investment Company & has interests in financing and
advancing short term and long term loans and credits to individuals, companies or
association of individuals by whatever name called; merchant banking; commercial
financing; stock broking; other activities in financial services.
b. Subsidiaries and Associates
Your Company does not have any Subsidiary Company or Associate Company as on 31st
March, 2023.
c. Corporate Governance
Corporate Governance is an ethically driven business process that is committed to
values aimed at enhancing an organizations brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders expectations. The Company has been following the
principles of good Corporate Governance over the years and lays strong emphasis on
transparency, accountability and integrity. SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 entered into with BSE, a separate section on Corporate
Governance forms part of this Annual Report.
d. Number of meetings of the Board
During the year Six Meetings were held. The details of the meetings of the Board held
during the financial year 2022-23 forms part of the Corporate Governance Report. The
intervening gap between any two meetings did not exceed 120 days as prescribed by
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the Companies Act, 2013.
e. Committees of the Board
Currently the Board have 4 Committees namely Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Committee of Directors, A
detailed note on Board and its committees is provided under the corporate governance
section to this annual report.
f. Board Diversity
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage difference in thought, perspectives,
knowledge, skill, regional and industry experience, cultural and geographical background.
The Board has adopted the Policy on Board Diversity which sets out the approach to
diversity of the Board of Directors and the same is available on our website
www.megafinindia.com.
g. Remuneration and Nomination Policy
The Board of Directors of the Company has an optimum combination of Promoter Director
and Non-Executive Independent Directors, who have knowledge of the business and industry.
The composition of the Board is in conformity the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchanges and Companies Act, 2013.
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Policy Personnel and Senior Management of the
Company. This Policy also lays down criteria for selection and appointment of Board
Members.
h. Declaration by Independent Directors
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
i. Board evaluation
The Board has carried out an annual evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees, in the manner as
enumerated in the Nomination and Remuneration Policy, in accordance with the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015, mandates that the Board shall monitor and review the Board evaluation
framework. A structured questionnaire was prepared after taking into consideration of the
various aspects of the Boards functioning, composition of the Board and its Committees,
culture, execution and performance of specific Duties, obligations and governance.
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule
IV of the Companies Act, 2013 states that the performance evaluation of Independent
Directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The performance evaluation of the Chairman
and the non-independent Director(s) was carried out by the Independent Directors. The
Board of Directors expressed their satisfaction with the evaluation process.
Your Directors express their satisfaction with the evaluation process and inform that
the performance of the Board as a whole, its Committees and its member individually were
adjudged satisfactory. A detailed policy on board evaluation has been adopted by the
Company which is also available on the website of the Company www.megafinindia.com.
j. Programmes for familiarisation of Independent Directors
The details of programmes for familiarisation of Independent Directors with the
Company, nature of the Industry in which the Company operates, business model of the
Company and related matters are put up on the website of the Company at
www.megafinindia.com.
3. Board of directors & Key Managerial Personnel:
a. Board of directors
During the year under review, in addition to two Executive Director viz. Mr. Ajay
Mittal, the Companys Board consists of the following Non-executive Independent
Directors:
1. Mrs. Shweta Phanse
2. Mrs. Hema Shah. (Appointed on 22nd September 2022)
3. Mrs. Reena Mirza (Resigned on 22nd September 2022)
No directors received any remuneration or sitting fees from any of the subsidiaries of
the Company during FY 2022-23. The Directors have further confirmed that they are not
debarred from holding the office of director under any SEBI order or under the order of
any authority.
b. Key Managerial Personnel (KMP)
During the year under review, the Companys KMP consists of the following:
| Sr No. Designation |
Name of Persons |
| 1 Chief Executive Officer |
Mr. Mahesh Mhatre Gajanan |
| 2 Chief Financial Officer |
Mrs. Sonal Gupta |
| *3 Company Secretary |
Ms. Mamta Saini |
| **4 Company Secretary |
Ms. Pranjal Mahapure |
*Ms. Mamta Saini resigned w.e.f. 01st August, 2022
**Ms. Pranjal Mahapure appointed w.e.f. 2nd September, 2022
c. Appointment
During the year, Ms. Hema Shah Reena Mirza has tendered resignation as Independent
Director w.e.f. 8th September 2022.
d. Resignation
During the year, Ms. Reena Mirza has tendered resignation as Director w.e.f. 8th
September 2022.
e. Re-appointment.
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the
Companys Articles of Association, Mr. Ajay S Mittal Director will retire by rotation and
being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.
Brief details of the Director proposed to be appointed / Re appointed as required under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in
the notice of the Annual General Meeting and forms an integral part of this Annual Report.
4. Disclosures related to board, committees, and policies:
a. Committees of the board:
As on the date of this report the Board has three Committees namely Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee.
A detailed note on the Board and its Committees is provided in the Corporate Governance
Report which forms part of this Annual Report.
b. Board diversity:
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspectives,
knowledge, skill, regional and industry experience, cultural and geographical background.
The Board has adopted the Policy on Board Diversity which sets out the approach to
diversity of the Board of Directors and the same is available on our website at
www.megafin.in.
5. Directors responsibility statement
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section
134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual accounts for the year ended 31st March,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) 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 loss of
the company for the year ended on that date;
c) the directors 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;
d) the annual accounts have been prepared on a going concern basis;
e) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) that 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.
6. Audit and Auditors
a. Statutory Auditors
M/s. Maheshwari & Co, Chartered Accountants having Firm Registration No. 105834W
Mumbai, Statutory Auditors of the Company, was appointed as Statutory Auditors of the
Company on 30th September 2022, for a period of three year from the conclusion of 40th
Annual General Meeting till the conclusion of 43rd Annual General Meeting to be held in
the year 2024. The requirement of Annual ratification of Auditors appointment at the AGM
has been omitted pursuant to the Companies Amendment Act, 2017 notified on May 7, 2018.
The reports of the Statutory Auditors, M/s. Maheshwari & Co, Chartered Accountants
on the standalone financial statements of the Company for the year ended 31st
March 2023 form part of Annual Report. The Notes to the financial statements referred to
in the Auditors Report are self-explanatory and appropriately explain or deal with
Auditors observations.
The Company is taking reasonable steps to improve the financial stability of the
Company and to continue as Non-Banking Financial Company
b. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, the Company has appointed Aabid & Co, Practising Company Secretaries to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year ended March 31, 2023 along with Annual Secretarial Compliance Report are
annexed herewith and marked as Annexure-I and Annexure-II to this Report and the
said Reports are self-explanatory and appropriately explain or deal with Auditors
observations.
Annual Secretarial Standards Compliance During the year under review, the Company has
complied with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government pursuant to Section 118 of the
Companies Act, 2013.
c. Internal audit and control:
The Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened. 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
Company has a robust Management Information System, which is an integral part of the
control mechanism.
d. Fraud reporting:
During the year under review, there were no instances of fraud falling within the
purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by
officers or employees reported by the Statutory Auditors of the Company during the course
of the audit conducted.
e. Cost Auditor:
During the year, maintenance of cost record as specified by the Central Government
under subsection (1) of section 148 of the Companies Act, 2013, was not applicable to the
company.
f. Significant and material orders passed by the regulators or courts.
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
g. Extract of annual return
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act,2013, the
Annual
Return as on March 31, 2023 is available in prescribed format on the Companys website
on www.megafin.in.
h. Corporate Social Responsibility
Your Company sincerely believes that growth needs to be sustainable in a socially
relevant manner. Todays business environment especially in India therefore demands that
corporates play a pivotal role in shouldering social responsibility. Your Company is
committed to its endeavour in social responsibilities for benefit of the community.
i. Human Resources
The Company takes pride in the commitment, competence and dedication in all areas of
business. Objective appraisal systems based on Key Result Areas (KRAs) are in place for
senior management staff. The Company is committed to nurturing, enhancing and retaining
top talent through superior Learning and Organizational Development.
Further statutory disclosures w.r.t. Human Resources are as under:
i.) As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company has formulated and implemented a policy on Sexual
Harassment (Wiz as updated on the website of the Company http://megafinindia.com/) at
workplace with a mechanism of lodging complaints. Its redressal is placed on the internet
for the benefit of its employees. During the year under review, no complaints were
reported to the Board.
ii.) None of the Managerial personnel is being paid any remuneration and hence the
information required under Section 197(12) of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not relevant.
None of the employees listed is a relative of any director of the Company. None of the
employees hold (by himself or along with his spouse and dependent children) more than two
percent of the equity shares of the Company.
7. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under Companies Act, 2013, forms part of Annual Report.
8. Vigil Mechanism/ Whistle Blower Policy
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to
report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be
accessed on the Companys website i.e. www.megafin.in.
9. Risk Management
Your Company is well aware of risks associated with its business operations and various
projects under execution. Comprehensively risk management system is being put in place
involving classification of risk, adoption of risk mitigation measures and a strong
mechanism to deal with potential risks and situation leading to rise of risks in an
effective manner.
Senior Professionals conversant with risk management systems have been entrusted with
the said task with a brief to implement the risk management.
10. Health, Safety and Environment:
As a responsible corporate citizen, your Company lays considerable emphasis on health,
safety aspects of its human capital, operations and overall working conditions. Thus being
constantly aware of its obligation towards maintaining and improving the environment, all
possible steps are being taken to meet the toughest environmental standards on pollution,
effluents, etc. across various spheres of its business activities
11. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Details of energy conservation and research and development activities undertaken by
the Company along with the information in accordance with the provisions of Section 134 of
Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 to the extent
applicable to the Company, are given in "Annexure-III".
12. Particulars of employees and remuneration:
Disclosure pertaining to the remuneration and other details as required under Section
197 (12) of the Act, and the Rules framed thereunder and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure
- ‘IV to the Boards Report and forms part of this Annual Report.
However, in terms of Section 136 of the Companies Act 2013, the Annual Reports are
being sent to the Members and others entitled thereto, excluding such information. The
said information is available for inspection at the registered office of the Company
during working hours. If any Member is interested in obtaining a copy thereof, such Member
may write to the Company in this regard.
13. Statutory Information
The Business Responsibility Reporting as required by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the Stock Exchanges is not applicable to
your Company for the financial year ended March 31, 2023.
14. Listing:
At present the Companys Equity Shares are listed at BSE Limited and the Company will
pay Listing Fees to the BSE Limited for the year 2023-2024.
15. Appreciation
Your directors would like to thank and place on record their appreciation for the
sustained support and co-operation provided by its Members, Group entities and in
particular, their employees, regulatory authorities, suppliers, customers, its banks,
financial institutions and other stakeholders. Your directors would also like to place on
record its sincere appreciation for the efforts put in by employees of the Company whose
efforts, hard work and dedication has enabled the Company to achieve all recognitions
during the year.
|
For and on behalf of the Board of Directors of |
|
|
MEGA FIN (INDIA) LIMITED |
|
|
Shweta Phanse |
Archana Maheshwari |
| Place: Mumbai |
Director |
Director |
| Dated: 9th August, 2023 |
DIN: 07146218 |
DIN: 09180967 |
+91-9892691696
