Money Masters Leasing & Finance Ltd Directors Report

To, The Members,

Your Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

Particulars (Standalone)	( in lakhs)
	2023-24	2022-23
Total Income	207.50	233.46
Total Expenditure	138.79	165.58
Profit before exceptional items and Tax	68.71	67.88
Less: Exceptional Items	-	-
Profit before Tax	68.71	67.88
Less: Current Tax	17.86	19.00
Profit after Tax	50.84	48.88

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.

RESERVES:

There are no amounts transferred to Reserves during the year under review except transfer of 10.17 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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount falling within the provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as "the Act") to Investor Education and Investor Fund.

INFORMATION ON THE STATE OF COMPANYS AFFAIR:

The Company during the year sanctioned and disbursed 68 secured loan against hypothecation of computers, equipment, machinery etc. Totaling to a tune of 517.20 lakhs. During the year the company collected 566.18 lakhs by way of installments from hire purchase & loan accounts. Total outstanding advances as on 31^st March, 2024 stood at 2841.66 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 Company (NBFC AFC).

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

? Migration from BSE SME Exchange to BSE Main Board:

Your Company have migrated equity shares from BSE SME Exchange to BSE Main Board Platform w.e.f 06^th May, 2024.

? Increase in Authorised Share Capital:

Post closure of the financial year, the members vide resolution passed by way of postal ballot on 28^th July, 2024 approved the increase of the Authorised Share Capital of the Company to 34,00,00,000/- (Rupees Thirty-Four Crores Only) divided into 3,03,00,000 (Three Crores Three Lakhs) Equity Shares of . 10/- (Rupees Ten Only) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of 10/- (Rupees Ten Only) each to meet the Companys growth requirement and strengthen the financial position by generation of resources by way of issuing securities.

? Sub-Division/ Split of Equity Shares:

Post closure of the financial year, the Board of Directors of your Company approved, the sub-division/ split of equity shares, such that 1 (one) equity share having face value of 10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having face value of 1.00 (Rupee One only) each, fully paid-up. Further, the members vide resolution passed by way of postal ballot on 28^th July, 2024 approved the said sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company. After the requisite approvals of the BSE and the depositories i.e. NSDL and CDSL, new ISIN (INE340O01021) was allotted to your Company. The effect of change in face value of the share was reflected on the share price at the BSE effective from 22^nd August, 2024 i.e. record date for the purpose of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of your Company posts sub-division/ split of equity shares is as follows:

Type of Capital	No. of shares	Face Value	Total Share Capital (in )
		(in )
Authorised Share Capital
Equity:	30,30,00,000	1	30,30,00,000
Preference:	37,00,000	10	3,70,00,000
Issued, Subscribed and Paid-up
Share Capital
Equity:	10,03,82,290	1	10,03,82,290
Preference:	26,13,500	10	2,61,35,000

PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were 207.38 lakhs as against 226.64 lakhs in the previous year. The Profit after tax is 50.84 lakhs as against 48.88 lakhs in the previous year.

SNAPSHOT OF PERFORMANCE:

Particulars	2023-24	2022-23
Deposits and interest payable	789.77	727.30
Corporate Deposits	118.23	114.23
Asset Financing	2807.74	2539.80

Gross and Net Non-Performing Advances have been 65.12 lakhs and 22.57 lakhs in FY 2023-24. In percentage terms Gross NPAs are now at 2.32 % and Net NPAs are at 0.80 % 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	( in lakhs)
Provision for Income tax	65.12
Preference Share dividend and Dividend Distribution tax	-
Transfer to Reserves Fund 45IC	10.17

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 31^st March, 2024 was . 12,65,17,290 /- comprising of 1,00,38,229 Equity Shares of 10/- each and 26,13,500 Non-Convertible Cumulative Redeemable Preference Shares of 10/- each.

CAPITAL ADEQUACY RATIO:

(a) Tier I capital	47.91
(b) Tier II capital	9.82
(c) Total	57.73

(Minimum required by RBI norms 15%).

NETWORTH:

The net worth of the Company as of 31^st March, 2024, was 1,536.34 lakhs comprising Equity Shares, Preference Shares and 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 2023-24.

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.

The Company is in process of appointing Internal Auditor of the Company.

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:

Your Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website of the Company at https://moneymasterscc.in/.

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 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) of the Act 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 Reserve Bank of India ("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:

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out to evaluate the performance of the Board, the Committees of the Board, and the Individual Directors including the Chairperson.

The Board of Directors has diligently followed the necessary procedures for evaluating its performance, as well as that of its committees and individual members, in compliance with the Act and SEBI Listing Regulations, using an online survey mechanism through Diligent Boards.

The affirmation of the integrity, expertise, and experience of the Independent Directors reflects positively on their contributions to the company. Furthermore, the acknowledgment of the commitment to good governance and continuous improvement by the Board and its members is commendable, as it indicates a proactive approach to ensuring the organizations success and growth.

The review concluded by affirming that the Board as a whole as well as its chairman, all of its members, individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

NOMINATION AND REMUNERATION POLICY:

In adherence to the provisions of Sections 134(3(e) and 178(1) & (3) of the Act, the Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved a policy on Directors appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications and other matters. A copy of the same is available on the website of the Company at https://moneymasterscc.in/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

? RETIREMENT BY ROTATION:

During the year under review, the Members at 29^th Annual General Meeting (AGM) held on 29^th September, 2023 approved the re- appointment of Mr. Ratish Tagde (DIN: 00024465), 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, Ms. Durriya Hozef Darukhanawala (DIN: 00177073) is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for reappointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Ms. Durriya Hozef Darukhanawala (DIN: 00177073), Non-Executive Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Ms. Durriya Hozef Darukhanawala (DIN: 00177073), along with other related information forms part of the Notice convening the ensuing AGM.

? INDEPENDENT DIRECTORS

During the year under review, Mr. Vaibhav Vashist (DIN: 07500126) resigned as a Non-Executive Independent Director and Member of the Audit Committee of the Company with effect from 27^th 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 10^th August, 2023, for a term of 5 (five) consecutive years with effect from 10^th August 2023. Further, Mr. Javid Husain Parkar appointment was approved by the members of the Company in the Annual General Meeting on 29^th September, 2023.

? 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, Members have approved the re-appointment of Mr. Hozef Abdulhusaain Darukhanwala as Managing Director of the Company for a period of 3 years in the Annual General Meeting on 29^th September, 2023.

BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 8 (Eight) times on 30^th May, 2023, 17^th June, 2023, 10^th August, 2023, 4^th September, 2023, 8^th November, 2023, 15^th November, 2023, 13^th February, 2024 and 26^th March, 2024.

The details regarding the number of meetings attended by each Director during the year under review have been furnished in the Corporate Governance Report attached as part of this Annual Report

The Board has constituted following three Committees:

a. AUDIT COMMITTEE:

Audit Committee comprises of the following members as on 31^st March, 2024.

1. Mr. Vijaypratap Talukdar Singh-Chairman

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Audit Committee met 6 times on 30^th May, 2023, 10^th August, 2023, 4^th September, 2023, 8^th November, 2023, 13^th February, 2024 and 26^th March, 2024 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 31^st March, 2024.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Nomination and Remuneration Committee met 1 time on 10^th August, 2023 and all the members have attended the said meetings.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of the following members as on 31^st March, 2024.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Javid Husain Parkar

3. Mr. Ratish Tagde

During the year under review the Nomination and Remuneration Committee met 1 time on 10^th August, 2023 and all the members have attended the said meetings.

PARTICULARS OF EMPLOYEES:

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 I.

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 of the Act 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 2023-24, 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 2023-24, there were no transactions with related parties which qualify as material transactions under the SEBI 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 is available in the Companys weblink at https://www.moneymasterscc.in/.

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 accordance with the requirements of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed format proposed to be submitted to the Registrar of Companies for the financial year ended 31^st March, 2024 is available in the Companys weblink at https://www.moneymasterscc.in/.

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 Act 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.

REPORT ON CORPORATE GOVERNANCE:

The company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of SEBI Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from the Managing Director and Chief Financial Officer on compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the Corporate Governance Report. Further, a certificate from M/s. HRU & Associates., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate Governance Report as Annexure II.

Copies of various policies adopted by the Company are available on the website of the Company at https://moneymasterscc.in/ .

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company is provided in the Management Discussion & Analysis section, which forms part of this Annual Report as Annexure III.

STATUTORY AUDITORS:

M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 were appointed as Statutory Auditors of the Company at the 28^th Annual General Meeting (AGM) held on 28^th September, 2022 for a term of five (5) years i.e. till the conclusion of the 33^rd Annual General Meeting of the Company. However, M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 vide their letter dated 20^th March, 2024 have resigned as Statutory Auditors of the Company with effect from 20^th March, 2024 due to the reasons of preoccupation in other assignments and voluminous audit related work involved. The Board of Directors of the Company at their meeting held on 26^th March, 2024, on the recommendation of the Audit Committee, has appointed M/s. P S V Jain & Associates, Chartered Accountants (Firm Registration no. 131505W), Mumbai to fill the Casual Vacancy caused due to resignation of M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 till the conclusion of 30^th AGM. The Board of Directors has also recommended for regular appointment of M/s. P S V Jain & Associates, Chartered Accountants (Firm Registration no. 131505W), Mumbai as the statutory auditors of the Company for a term of 5 consecutive years from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company

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.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Act, your Company had appointed M/s. HRU & Associates., Practicing Company Secretaries as its Secretarial Auditors to conduct the secretarial audit of the Company for FY 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2023-24 is annexed to this report as Annexure IV.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. However, there is one observation for which the responses from the management is stated as below.

Boards Reply of the comments in the Secretarial Audit Report:

The Company has not appointed internal auditor	The Company is in process of finalizing the internal
for the financial year under review as per the	auditor.
provision of the Companies Act, 2013.

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. The said Policy, covering all employees, Directors, and other people having an association with the Company, is hosted on the Companys website at https://moneymasterscc.in/.

We affirm that during the financial year 2023-24, 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.