money masters leasing & finance ltd board meetings Directors report


To,

The Members,

Your Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS:

Particulars (Standalone) (Amount in INR/lakhs)
2022-23 2021-22
Total Income 233.46 238.79
Total Expenditure 165.58 179.70
Profit before exceptional items and Tax 67.88 59.08
Less: Exceptional Items - -
Profit before Tax 67.88 59.80
Less: Provision for Tax 19.00 17.50
Profit after Tax 48.88 41.58

DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not recommended any dividend for the current financial year. However, the Company has not issued bonus shares during the financial year ended 2023.

RESERVES:

There are no amounts transferred to Reserves during the year under review except transfer of Rs. 9.78 Lakhs to Reserves Funds under Section 45IC of Reserve bank of India Act, 1934. Credit balance of Profit and Loss Account is transferred to "Reserves and Surplus" in Balance Sheet.

INFORMATION ON THE STATE OF COMPANYS AFFAIR:

The Company during the year sanctioned and disbursed 77 secured loan against hypothecation of computers, equipment, machinery etc. Totaling to a tune of Rs 327.24 lakhs. During the year the company collected Rs 450.31 lakhs by way of installments from hire purchase & loan accounts. Total outstanding advances as on 31st March, 2023 stood at Rs. 2578.02 lakhs. The company maintained its Asset Financing ratio way above the required RBI norms of 60% of its total assets, hence continuing as a Non-Banking Finance Company Asset Financing (NBFC AFC).

There has been no change in the nature of business of the Company during the year under review.

PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were Rs. 233.46 lacs as against Rs. 238.79 lacs in the previous year. The Profit after tax is Rs.48.88 lacs as against Rs.41.59 lacs in the previous year.-

SNAPSHOT OF PERFORMANCE:

(Amount in INR/lakhs)

Particulars 2022-23 2021-22
Deposits and interest payable - -
Corporate Deposits 2539.80 121.23
Asset Financing 114.23 2495.48

Gross and Net Non-Performing Advances have been Rs. 91.3568.23 lacs and Rs.62.2391.35 lacs in FY 20212-223. In percentage terms Gross NPAs are now at 2.3.5692 % and Net NPAs are at 2.401.21 % of total assets. Provision for NPA has been done in accordance to the norm.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:

Appropriations (Amount in INR/lakhs)
Provision for Income tax 47.25
Preference Share dividend and Dividend Distribution tax 4.59
Transfer to Reserves Fund 45IC 9.77

DIRECTORS RESPONSIBILITY STATEMENT

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) 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.

f) 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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2023 was Rs. 11,85,17,290 /- comprising of 10038229 Equity Shares of Rs. 10/- each and 1813500 Non-Convertible Cumulative Redeemable Preference Shares of Rs.10/- each.

12. CAPITAL ADEQUACY RATIO:

(a) Tier I capital 46.16
(b) Tier II capital 6.81
(c) Total 52.98

(Minimum required by RBI norms 15%).

NETWORTH:

The net worth of the Company as of March 31, 2023, was Rs.1409.99 lacs comprising Equity Shares, Preference Shares, Reserves.

DEPOSITS:

The company has stopped accepting public deposits since December 2011.And has now registered as Non-Deposit accepting NBFC (NBFC-ND)

ASSET FINANCING:

The average yield on Advances was 16.5 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.

INVESMENTS:

The Company had not made any Investment during the financial year 2022-23.

RBI GUIDELINES:

Your Company is a Non-Deposit Taking Non-Banking Financial Company- Asset Financing (NBFCND- AFC) and has complied with and continues to comply with all applicable regulations and directions issued by RBI from time to time.

KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Banks Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self-generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report, which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the employees employed in the company are less than 10 (Ten).

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2022-23 no complaints were received by the Company related to sexual harassment.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors as required under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Act.

DECLARATION OF FIT & PROPER CRITERIA:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the Criteria prescribed by RBI.

DISQUALIFICATION OF DIRECTORS:

The Company has received declarations from all the Directors including Independent Directors of the Company confirming that they are not disqualified on account of non-compliance with any of the provisions of the Act and as stipulated in Section 164 of the Act.

EVALUATION OF BOARDS PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation:

During the year under review, the Members at 28th AGM held on 28th September, 2022 approved the re- appointment of Mrs. Duraiya Hozef Darukhanawala (DIN: 00177073), as the Director of the Company, who was due to retire by rotation at the said AGM and being eligible, had offered himself for appointment.

In accordance with the Act and the Articles of Association of the Company, Mr. Ratish Tagde (DIN: 00024465), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re- appointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Mr. Ratish Tagde (DIN: 00024465), Non-Executive Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Ratish Tagde along with other related information forms part of the Notice convening the ensuing AGM. Your Board has recommended her reappointment.

Independent Directors

During the year under review, Dr. Sadhana Sandeep Pai (DIN: 00177146) resigned as a Non-Executive Independent Director and Member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company with effect from 4th August, 2022. The Board places on record its appreciation for contribution made by her during her tenure as Independent Directors of your Company.

After the end of the financial year, Mr. Vaibhav Vashist (DIN: 07500126) resigned as a Non-Executive Independent Director and Member of the Audit Committee of the Company with effect from 27th April, 2023 and Mr. Javid Husain Parkar (DIN: 10265911) was appointed as an Additional (Non-Executive and Independent) Director of the Company by the Board of Directors on 10th August, 2023, for a term of 5 (five) consecutive years with effect from 10th August 2023 subject to the approval of members in the ensuing Annual General Meeting.

Executive Directors

Mr. Hozef Abdulhusaain Darukhanwala (DIN: 00177029) was again re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1st October, 2019 till 30th September, 2022, by the Board of the Company and his appointment was approved by the Shareholders of the Company at the AGM held on 30th September, 2019.

Further, Mr. Hozef Abdulhusaain Darukhanwala has been re-appointed as the Managing Director of the Company w.e.f. 1st October, 2022 to 30th September, 2025, for period of 3 years subject to the approval of the members of the Company, which special business is included in the notice of the 29th AGM along with other necessary disclosures required under the Act and the Regulations. A brief profile of Mr. Hozef Abdulhusaain Darukhanwala along with other related information forms part of the Notice convening the ensuing AGM.

Key Managerial Personnel

Mr. Hozef Abdulhussain Darukhanawala, Managing Director, Ms. Anjum Bahar Sayed, Chief Financial Officer and Mrs. Tripti Jain, Company Secretary and Compliance Officer are the key managerial personnel of the Company.

During the year under review, Mrs. Komal Deshmukh Samant resigned as a Company Secretary and Compliance Officer of the Company with effect from 1st February, 2023. The Board places on record its appreciation for contribution made by her during her tenure as Company Secretary and Compliance Officer of your Company.

During the year under review, Mrs. Tripti Jain was appointed as a Company Secretary and Compliance Officer of the Company by the board of directors with effect from 22nd February, 2023.

BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 6 (Six) times on 30th May, 2022, 4th August, 2022, 1st September, 2022, 30th September, 2022, 14th November, 2022 and 13th February, 2023. The Board has constituted following three Committees:

a. Audit Committee:

Audit Committee comprises of the following members as on 31st March, 2023.

1. Mr. Vijaypratap Talukdar Singh-Chairman

2. Mr. Vaibhav Vashist

3. Mrs. Durriya Darukhanawala

During the year under review the Audit Committee met 4 times on 30th May, 2022, 4th August, 2022, 14th November, 2022 and 13th February, 2023 and all the members have attended the said meetings.

b. Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of the following members as on 31st March, 2023.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Vaibhav Vashist

3. Mrs. Durriya Darukhanawala

During the year under review the Nomination and Remuneration Committee met 2 times on 30th September, 2022 and 13th February, 2023 and all the members have attended the said meetings.

c. Stakeholders Relationship Committee:

Stakeholder Relationship Committee comprises of the following members as on 31st March, 2023.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Vaibhav Vashist

3. Mr. Ratish Tagde

During the year under review the Nomination and Remuneration Committee met 2 times on 4th August, 2022 and 13th February, 2023 and all the members have attended the said meetings.

MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employees remuneration and other details as 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 is provided as "Annexure A".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company is registered Non-Banking Financial Company (NBFC) and therefore the provision related to loans and investments u/s 186 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

RELATED PARTY TRANSACTIONS:

During the financial year 2022-23, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the Listing Regulations and applicable Act.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2023 has been uploaded on the website of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.

Technology Absorption: company working in such business segment which does not require to take steps for Technology Absorption.

Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

STATUTORY AUDITORS:

The Company in its Annual General Meeting (AGM) held on 28th September, 2022 appointed Nipa N Shetty & Co. Practicing Chartered Accountant having membership number 122319, as Statutory Auditor of the Company to hold the office for a period of five consecutive years starting from the financial year ending 31st March, 2023 from the conclusion of 28th AGM till the conclusion of 33th AGM of the Company to be held in the year 2027

AUDITORS OBSERVATION & REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

34. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. HRU & Associates., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the year ended on 31st March, 2023 is annexed herewith as "Annexure B".

Boards Reply of the comments in the Secretarial Audit Report:

The Company has not appointed internal auditor for the financial year under review as per the provision of the Companies Act, 2013. The Company will finalize the said appointment in the current financial year 2023-2024.
The website of the Company is not updated. The website does not have details of financial data, policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Company is in process of updating the website and will update the details as required under SME Listing Agreements.

FRAUD REPORTED BY AUDITORS:

During the year under review, neither the Statutory Auditor nor Secretarial Auditor have reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee of the Board and the Board of Directors under Section 143 of the Act, details of which need to be mentioned in this report.

MAINTENANCE OF COST RECORDS:

The Company being Non-Banking Finance Company, maintenance of cost records as prescribed under Section 148 of the Act is not applicable.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to deal with instances of fraud and mismanagement if any. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee of the Board in exceptional cases. The Company also provides direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

We affirm that during the financial year 2022-23, no Employees or Directors were denied access to the Audit Committee.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the year under review, no applications were filed against the Company by any financial or operational creditors.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors of
Money Masters Leasing & Finance Limited
Hozef Darukhanawala Durriya Darukhanawala
Managing Director Director
DIN: 00177029 DIN: 00177073
Place: Mumbai Place: Mumbai
Date: 4th September, 2023 Date: 4th September, 2023