To
The Shareholders,
MORARKA FINANCE LIMITED
The Directors are pleased to present their Thirty Eighth (38th) Annual
Report to the members together with the Audited Financial Statements of the Company for
the year ended 31st March, 2023.
1. FINANCIAL RESULTS:
|
For the year Ended 31/03/2023 |
For the year Ended 31/03/2022 |
| Profit / (Loss) before tax |
5,47,30,820 |
4,05,26,204 |
| Less: Current Tax |
68,53,962 |
34,98,302 |
| Provision for taxation earlier year |
3,50,796 |
(7,54,638) |
| Deferred Tax |
7,23,510 |
8,59,104 |
| tax Profit/(loss) after |
4,68,02,553 |
3,69,23,436 |
| Add: Balance b/f from previous years |
14,02,24,655 |
11,61,55,733 |
| Less: Appropriations |
|
|
| Transfer to reserve Fund u/s 45 IC of RBI Act |
93,60,511 |
73,84,687 |
| Dividend Paid |
1,80,08,400 |
45,02,100 |
| MAT Credit Balance Written-off |
NIL |
9,67,727 |
| Balance carried to balance sheet |
15,96,58,297 |
14,02,24,655 |
2. FINANCIAL PERFORMANCE:
For the financial year ended March 31, 2023, your company has posted Profits of 468.05
lakhs compared to the profit for the financial year ended March 31, 2022 of 369.25 lakhs.
3. TRANSFER TO RESERVE:
As required by section 45-IC of the RBI Act 1934, the Company maintains a reserve fund
and transfers there in a sum not less than twenty per cent of its net profit every year as
disclosed in the statement of profit and loss and before any dividend is declared.
4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
The Company does not have any Subsidiary, Joint Ventures or Associate Companies.
5. DIVIDEND:
Your Board of Directors has recommended dividend of 5 per Equity share (i.e., 50%) for
the financial year 2022-23.
6. SHARE CAPITAL:
The paid up Equity Capital of your company as at March 31, 2023 was 4,50,21,000/- The
company has not issued any shares with differential voting rights and it has not granted
any stock options or sweat equity during the year under the review. Further, none of the
directors of the company hold instruments convertible into equity shares of the company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152(6) of the Companies Act, 2013 read with Schedule IV and
Articles of the company, Shri G. R. Morarka (DIN: 00002078) and Ms. K. Savitha Rao (DIN:
00001271), Directors of the Company retire by rotation and being eligible offers
themselves for re-appointment.
The brief resume/details relating to Directors who are to be appointed / re-appointed
as above are furnished in the Corporate Governance Report.
Mrs. Himgauri Sumant Behera resigned from the post of Company Secretary &
Compliance Officer of the Company w.e.f. 25th April, 2022 and Mrs. Divya
Agarwal was appointed in her place as the Company Secretary & Compliance Officer of
the
Company w.e.f. 18th July, 2022.
Declaration from Independent Directors:
Pursuant to the requirements of section 149(7) of the Companies Act, 2013, the company
has received the declarations from all the independent directors confirming the fact that
they all are meeting the eligibility criteria as stated in section 149(6) of theCompanies
act, 2013.
8. CHANGE IN NATURE OF BUSINESS:
There is no change in nature of business of the company.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No Material changes have occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report.
10. CORPORATE SOCIAL RESPONSIBILITY:
The company is not falling in the purview of criteria specified in section 135(1) of
the Companies Act, 2013 and hence the requirements pertaining to section 135 of the
Companies Act, 2013 is not applicable to the company.
11. HUMAN RESOURCES:
The company is having six Directors, Chief Executive personnel under Section 203 of the
Companies Act, 2013. All are experts in their relevant fields. Companys well-disciplined
workforce which has served the company for years lies at the very foundation of the
companys major achievements.
12. BUSINESS RISK MANAGEMENT:
Over the period of time, company has been following the principle of risk minimization
as is the norm in every sector, it is a gist for company growth and long term survival in
this competitive cosmos.
In terms of requirements of RBI - Scale Based Regulations, 2021 (SBR), a Risk
Management Committee (RMC) was required to be constituted and the same was constituted by
the Company as on February 02, 2022 having following members:
1. Shri B. J. Maheshwari - Chairman
2. Shri Vijay S. Banka - Member
3. Ms. Priyanka G. Morarka - Member
The Board members were informed about risk assessment and minimization procedures after
which the Board formally accepted steps for framing, implementing and monitoring the risk
management plan for the company. The main objective of this policy is to ensure
sustainable business growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business. In order to
achieve the key objective, the policy establishes a structured and disciplined approach to
Risk Management, in order to guide decisions on risk related issues. In todays
challenging and competitive environment, strategies for mitigating inherent risks in
accomplishing the growth plans of the Company are imperative. The common risks inter alia
are: Regulations, Competition, Business risk, Technology obsolescence, Investments,
Retention of talent and Expansion of facilities. Business risk, inter-alia, further
includes financial risk, political risk, fidelity risk, legal risk.
As a matter of policy, these risks are assessed and steps as appropriate are taken to
mitigate the same.
13. SYSTEM OF INTERNAL CONTROL & THEIR ADEQUACY:
The Company has put in place adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures in commensurate
with its size and nature of its business.
14. WHSITLE BLOWER POLICY OR VIGIL MECHANISM:
The Company has put in place a whistle blower policy pursuant to which employees of the
company can raise their concerns pertaining to fraud, malpractice, or any other activity
or event which is against the interest of the company. Details of complaints received and
the action taken are reviewed by the Audit Committee. Whistle Blower Mechanisms
functioning is reviewed by the Audit Committee from time to time. None of the companys
employees are denied access to Audit Committee. The policy is placed at the website at
https://www.morarkafinance.in/static-data/2019-20/Whistle-Blower-
15. PERFORMANCE EVALUATION OF BOARD:
As per the provisions of the Companies Act, 2013, a structured questionnaire was
prepared after taking into account various aspects of Boards functioning, composition of
board together with its committees, culture, execution and performance of specific roles,
duties and obligation. So far as the performance evaluation of independent directors are
concerned, the same is done by Board. The Chairman is evaluated by the independent
directors. The board has expressed that they are satisfied with process of evaluation.
16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company have constituted Nomination and Remuneration Committee (NRC) as required
under Section 178 of the
Companies Act, 2013 which recommends the appointment of Directors to the Board. The NRC
is responsible to identify persons who are qualified to become directors on the Board and
to evaluate them on criteria such as academic qualifications, previous experience, track
record and integrity of the persons identified, before recommending their appointment to
the Board.
The compensation policy of the company, duly reviewed and recommended by the Nomination
and Remuneration committee has been articulated in line with the requirements of the
Companies Act, 2013 and placed on below mentioned weblink: https://
www.morarkafinance.in/static-data/2019-20/Nomination-and-Remuneration-Policy.pdf
The Companys compensation policy is aimed to attract, retain, reward and motivate
talented individuals, critical for achieving strategic goals and long-term success. Remuneration
policy is aligned to business strategy, market dynamics, internal characteristics and
complexities within the organization. The ultimate objective is to provide a fair and
transparent structure that helps the organization to retain and acquire the talent pool
critical in building competitive advantage and brand equity. The compensation system also
considers factors like roles, skills / competencies, experience and grade/ seniority to
differentiate pay appropriately on the basis of contribution, skill and availability of
talent on account of competitive market forces.
The Company pays sitting fees to its Non-Executive & Independent Directors for
attending meetings of the Board and its Committees. Non-Executive & Independent
Directors are also reimbursed with expenses incurred by them for attending meetings of the
Board and its Committees at actuals. The remuneration payable to the Non-Executive
Directors and Independent Directors is governed by the provisions of the Companies Act,
2013. The company does not have any subsidiary and hence holding of directorships by any
of the directors of the Company in subsidiary is not applicable in case of the company.
17. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met Four (4) times during the year, April 29,
2022, July 8, 2022, October 20, 2022 & January 24, 2023.
18. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arms
length basis and were in the ordinary related party transactions with the Companys
Promoters, Directors, courseofbusiness.Therewerenomateriallysignificant Management, or
their relatives, which could have had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company in the normal course of
business are periodically placed before the Audit Committee for its omnibus approval and
the particulars of contracts entered during the year as per Form AOC-2 is enclosed
herewith and marked as Annexure I.
The Board of Directors of the Company has on the recommendation of the Audit Committee,
adopted a policy to regulate transactions between the Company and its Related Parties, in
compliance with the applicable provisions of the Companies Act
2013, the rules thereunder and the Listing Regulations and placed on below mentioned
weblink: https://www.morarkafinance.
in/static-data/2019-20/Policy-on-Related-Party-Transactions.pdf
19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS: material
orders Therearenosignificant passed by the Regulators / Courts which would impact the
going concern status of the
Company and its future operations.
20. STATEMENT OF DIRECTORS RESPONSIBILITIES:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual
financial statements for the year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any; b. that such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied consistently and judgement 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 March 31, 2023 and of the profit of the
Company for the year ended on that date; sufficient care has been taken for the
maintenance of adequate accounting records in accordance with . thatproperand the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; d. that the annual financial
statements have been prepared on a going concern basis; e. that proper internal financial
controls were in place and that the financial controls were adequate and were effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
21. CORPORATE GOVERNANCE:
In accordance with Regulation 34 of SEBI (LODR) Regulations, 2015, Corporate Governance
Report along with Auditors forms part of the report. certificate
22. ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in form MGT-7
is provided on the website of the Company and same can be view at this link
https://www.morarkafinance.in/static-data/2022-23/MFL-Form-MGT_7-31-3-2023. pdf.
23. PARTICULARS OF EMPLOYEE:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached
herewith and marked as Annexure II.
All the Non-Executive Directors of the company, due to financial constraints being
faced by the company, have relinquished their remuneration. Further, only sitting fees has
been paid to the directors of the Company during the year. The CFO is on deportation &
is remunerated by the group Company. Besides this only two employees i.e. CS & CEO are
there in the Company & the same is disclosed in Annexure II.
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are:
| a) Employed throughout the year |
Nil |
| b) Employed for part of the year |
Nil |
The remuneration paid to all Key management Personnel was in accordance with
remuneration policy adopted by the company.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has put in place internal policy on Anti Sexual Harassment. No complaints
have been received under this policy during the year.
25. MSME RETURN
MCA vide order dated 22nd January, 2019 directed all companies, who get
supplies of goods or services from micro and small enterprises and whose payments to micro
and small enterprise suppliers exceed forty five days during the year. The Company is not
required to file MSME Return as all payments have been done within prescribed time.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:
Particulars relating to conservation of energy and technology absorption stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies
(Accounts) Rules, 2014 is not applicable to the company. The company does not have any
foreign exchange earnings and expenditure.
27. AUDITORS:
STATUTORY AUDITORS
M/s Jayesh Dadia & Associates LLP, Chartered Accountants, Mumbai having ICAI Firm
Registration No.121142W/ W100122 were appointed as the Statutory Auditors of the
Company at the AGM held on June 28, 2022, to hold office until conclusion of the 42nd
consecutive AGM, are ratified for the Financial Year 2023-24. As required under the
provisions of Section 139 of the Companies Act, 2013, the Company has obtained written
confirmation from M/s Jayesh Dadia & Associates LLP, that their appointment is made in
conformity with the limits specified in the said Section.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. V K M & Associates (CP No.:4279, FCS: 5023), Company Secretaries
to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed
herewith as Annexure III. The observations in the said report are self-explanatory
and no further comments/explanations are called for.
28. AUDITORS REPORT
There are no adverse remarks or observations of the Statutory Auditors in their Report.
29. MANAGEMENT DISCUSSON AND ANALYSIS:
As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and listing regulations of Stock Exchanges, the Management
Discussion and Analysis Report is enclosed as a part of this report.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
No Loans, Guarantees or investments are made under Section 186 of the Act during the
year.
31. PUBLIC DEPOSITS
The Company is an NBFC ND and hence does not have any fixed deposits at the beginning
of the year in terms of Section 74 of the Companies Act, 2013. The Company did not accept
any deposits during the year.
32. LISTING:
The Companys Equity Shares are listed on Bombay Stock Exchange Limited (BSE).
33. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability and integrity. All
the Board Members and Senior Management Personnel have confirmed compliance with the Code.
34. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Companies Act, 2013 & Rules framed thereunder either to the Company or
to the Central Government.
35. ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their appreciation for the
co-operation received from Employees and overwhelming support extended by the
shareholders.
|
By order of the Board |
|
For MORARKA FINANCE LIMITED |
|
G. R. MORARKA |
|
CHAIRMAN |
|
(DIN : 00002078) |
|
B. J. MAHESHWARI |
| Place : Mumbai |
DIRECTOR |
| Date : April 25, 2023 |
(DIN : 00002075) |
+91-9892691696
