mudra financial services ltd share price Directors report

Your Directors have great pleasure in presenting the Twenty-Ninth (29th) Annual Report together with the Audited Accounts of the company for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

(Amount in INR000)

Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from Operations	6035.14	7782.78
Other Income	-	-
Total Revenue	6035.14	7782.78
Less: Total Expenses	4239.12	3429.53
Profit Before Tax	1796.02	4353.25
Less: Tax Expense
Current Tax	1011.00	1308.00
Earlier Years Tax	51.84	--
Deferred Tax	(273.62)	(21.13)
Profit After Tax	1006.80	3066.38

2. OPERATIONAL REVIEW :

Your Company has earned total revenue of Rs. 6035.14 thousand during the current year as compared to Rs.7782.78 thousand earned in the previous year. During the year under review, the company has earned Profit after Tax of Rs. 1006.80 thousand as compared to Profit after Tax of Rs.3066.38 thousand in the immediately preceding financial year.

3. DIVIDEND :

Your Directors have not recommended any dividend for the year ended 31st March, 2023, in order to plough back the profits for future growth and development of the Company.

4. TRANSFER TO RESERVES :

During the year under review, the company has transferred an amount of Rs.202.00 thousandto the Statutory Reserve pursuant to Section 45-IC of RBI Act, 1934.

5. CHANGES IN NATURE OF BUSINESS :

No significant change has been made in the nature of the business of the company during the financial year 2022-2023.

6. SHARE CAPITAL OF THE COMPANY :

The Paid up Equity Share Capital as at 31st March, 2023 is Rs.501 lakhs divided into 5,010,000 Equity Shares, having face value of Rs.10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock neither options nor sweat equity.

7. EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March,2023 can be accessed on the Companys website at http://mudrafinancial.in/.

8. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

9. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

10. PARTICULARS OF LOANS, GUARANTEES/SECURITIES OR INVESTMENTS:

There were no guarantees orsecurities given by the Company under Section 186 of the Companies Act, 2013 during the year under review. The details of the loans given and investments made by the Company have been disclosed in the notes to the financial statements.

11. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, were not applicable to the Company for the financial year ended 31st March, 2023.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant or material orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A.BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Atul Jain, Director (DIN:00096052) retires by rotation and being eligible offers himself for re-appointment.

B. KEY MANAGERIAL PERSONNEL:

During the year under review Ms. Ekta Thakkar tendered her resignation from the post of Company Secretary cum Compliance Officer of the company w.e.f. 14thJuly, 2022.

The Company appointed Mr. Faiyaz Chaudhary as the Company Secretary cum Compliance Officer of the company w.e.f. 15th July, 2022.

There were no other changes in the composition of Key Managerial Personnel during the year under review.

14. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

During the year under review, all the Independent Directors have submitted their Declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided under Section 149(6) of the Act and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors regarding their Integrity, Expertise and Experience.

15. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(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;

(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; and

(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.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole was carried out by the Independent Directors in their meeting held on 20th March, 2023.

Similarly, the performance of various committees, individual Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

17. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review,6 (Six)Board Meetings were convened and held on 30th May, 2022, 14th July, 2022, 10th August, 2022, 19th September, 2022, 14th November, 2022 and 03rd February, 2023.The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013. The details of these are as follows:

Name of the Director	Category of Directorship	No. of meetings during the year
		Held	Attended
Mr. Dipen Maheshwari	Managing Director	6	6
Mr. Atul Jain	Non-Executive Director	6	6
Mrs. Asha Rathi	Non-Executive Independent Director	6	6
Mr. Jiyan Shah	Non-Executive Independent Director	6	6

18. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with the provisions of Section 177 of the Companies Act, 2013, the Board of Directors had constituted an Audit Committee comprising of 3(Three) Directors.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before it is adopted by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. The committee also reviews the legal compliance reporting system.

The Audit Committee meetings were convened and held on 30th May, 2022, 10th August, 2022, 14th November, 2022 and 3rd February, 2023 and all the members of the Audit Committee were present in all the meetings.

The particulars of Members of Audit Committee and their attendance at the Meetings are as under:

Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	4	4
Mr. Atul Jain	Member	Non-Executive Director	4	4
Mrs. Asha Rathi	Member	Non-Executive Independent Director	4	4

19. NOMINATION AND REMUNERATION COMMITTEE ("NRC") :

The Company has a ‘Nomination and Remuneration Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a policy in place which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The policy is posted on the website of the Company https://www.mudrafinancial.in/.

The particulars of the members of NRC and their attendance at the meeting are as under:

Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	3	3
Mr. Atul Jain	Member	Non-Executive Director	3	3
Mrs. Asha Rathi	Member	Non-Executive Independent Director	3	3

The NRC meeting was convened and held on 30th May, 2022, 14th July, 2022 and 14th November, 2022.

20.STAKEHOLDERS RELATIONSHIP COMMITTEE ("SRC"):

The particulars of members of Stakeholders Relationship Committee and their attendance at the meetings are as under:

Name of the Director	Designation	Category of Directorship	No. of Meetings during the year
			Held	Attended
Mr. Jiyan Shah	Chairman	Non-Executive Independent Director	4	4
Mr. Atul Jain	Member	Non-Executive Director	4	4
Mrs. Asha Rathi	Member	Non-Executive Independent Director	4	4

The SRC meetings were convened and held on 30th May, 2022, 10th August, 2022, 14th November, 2022 and 3rd February, 2023.

The details of the Complaints received during the year under review are as follows:

Sr. No.	Nature of Complaints	Received	Pending	Disposed
1.	Non receipt of Annual Report	-	-	-
2.	Non receipt of Share Certificates after transfer	-	-	-
3.	Non receipt of Demat Rejected S/Cs	-	-	-
4.	Others	-	-	-
	Total	-	-	-

There were no complaints pending for action as on 31st March, 2023.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company met on 20th March, 2023 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of the Company as a whole;

2. Evaluation of performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors; and

3. Assess the quality, quantity and timeliness of flow of information between the management of the listed company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

22. REMUNERATION AND SITTING FEES :

The details of remuneration and sitting fees paid are as follows:

Name of the Director	Category of Directorship	Remuneration paid to the Director	Sitting fees paid to the Director
		(In Rs.)
Mr. Dipen Maheshwari	Managing Director	11,09,636/-	-
Mrs. Asha Rathi	Non-Executive Independent Director	-	-
Mr. Jiyan Shah	Non-Executive Independent Director	-	-
Mr. Atul Jain	Non-Executive Director	-	-

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any.The Vigil Mechanism/Whistle Blower policy is posted on the website of the Companyhttps://www.mudrafinancial.in/

24. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder were in the ordinary course of business and at arms length basis. Further, there are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

25. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE967S01014.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

26. 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.

27. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

The Company has obtained written confirmation from M/s. Sampat &Mehta, Chartered Accountants, (Firm Registration No. 109031W) that their appointment continues to be in conformity with the conditions specified in Section 139 of the Companies Act, 2013, and hence they continue to hold office until the conclusion of the 33rd Annual General Meeting.

The Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark and therefore do not call for any further comments. The Auditors Report is enclosed with the financial statements forming part of the annual report.

B. SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company had appointed Mr. Anirudh Kumar Tanvar (Membership No. A23145) as Secretarial Auditor of the Company for the Financial Year 2022-2023 in compliance with the applicable provisions of the Companies Act, 2013.

As required under Section 204(1) of the Companies Act, 2013, the Company has obtained a Secretarial Audit Report and the observations given by the Auditor are self-explanatory and do not call for any further comments from the directors of the company.

The Secretarial Audit report in the prescribed Form MR-3 is annexed herewith as Annexure ‘A and forms an integral part to this report.

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective areas and thereby strengthens the control system. Significant audit observations and recommendations along with the corrective actions thereon are presented to the Audit Committee of the Board.

29. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is attached as Annexure ‘B and forms an integral part of this report.

30. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI (LODR) Regulations, 2015 a Corporate Governance Report is required to be attached to the Directors Report; however, the same is not applicable to the company.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014:

A. Conservation of Energ	Not Applicable
B. Technology Absorption	Not Applicable
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earned	Nil
Foreign Exchange Outgo	Nil

32. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaint in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable to the company during the review period.

33. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure C" and forms an integral part of this report.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed thereunder is enclosed as "Annexure D" to the Boards Report.

34. LISTING:

The equity shares of the company are listed on BSE Limited.

35. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013.

36. REPORTING OF FRAUDS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act & Rules framed thereunder either to the Company or to the Central Government.

37. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

38. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

39. RISK MANAGEMENT POLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of the Company are very minimal. Hence, no separate risk management policy is formulated by the Company.

40. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such amanner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

41. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the company.

42. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of 31st March, 2023 the Board had 4 members, 1(One) Executive Director, 1(One) Non-Executive Director and 2(Two) Independent Directors,

1(One) of the Independent Directors of the Board is a Woman Director. The policy of the Company on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at http://mudrafinancial.in/We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

The company has not availed loan from banks and financial institutions. Hence, the clause relating to one time settlement of loans from banks and financial institutions is not applicable.

45. APPRECIATION:

Your Directors would like to express their sincere appreciation to the companys Shareholders, Vendors and Stakeholders including Banks, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office:	For and on behalf of the Board of Directors
3rd Floor, Vaastu Darshan, "B" Wing,
Azad Road, Andheri (East),	For Mudra Financial Services Limited
Mumbai – 400 069
Place: Mumbai	Sd/-	Sd/-
Date: 28th April, 2023	Atul Jain	Dipen Maheshwari
	Director	Managing Director
	DIN: 00096052	DIN: 03148904