Dear Shareholders,
Your Directors have pleasure in presenting the Thirty-Eighth Annual Report on
the business, operations and state of affairs of the Company together with the Standalone
and Consolidated Audited Financial Statements for the financial year ended 31st March
2023:
1. FINANCIAL HIGHLIGHTS
The Companys standalone and consolidated financial performance under review along with
previous years figures is given hereunder:
| Particulars |
Current Year |
Previous Year |
Current Year |
Previous Year |
|
Standalone 2022-2023 |
Standalone 2021-2022 |
Consolidated 2022-2023 |
Consolidated 2021-2022 |
| Income From Operations |
104,194 |
213,362 |
104,194 |
213,362 |
| Other Income |
1,300 |
772 |
10,866 |
9,779 |
| Total Income |
105,494 |
214,134 |
1,15,060 |
223,141 |
| Profit before Interest, Depreciation & Tax |
90,215 |
45,688 |
91,264 |
45,948 |
| Less : Interest |
18,935 |
17,601 |
21,399 |
20,253 |
| Profit Before Depreciation &Income Tax |
71,280 |
28,087 |
69,865 |
25,695 |
| Less : Depreciation |
1,204 |
1,637 |
1,823 |
2,333 |
| Profit After Depreciation and Interest |
70,076 |
26,450 |
68,042 |
23,362 |
| Less: Current Income Tax |
22,725 |
6,827 |
22,725 |
6,827 |
| Less: Deferred Tax |
(2,463) |
(1,367) |
(2,367) |
(1,259) |
| Net Profit AfterTaxation |
49,814 |
20,990 |
47,684 |
17,794 |
| Less: Transfer to /from Non- Controlling Interest |
0 |
0 |
(1,031) |
(1,546) |
| Less: Dividend |
8,365 |
8,365 |
8,365 |
8,365 |
| Less: Dividend Distribution Tax |
0 |
0 |
0 |
0 |
| Less: Transfer to Statutory Reserve |
9,963 |
4,198 |
9,963 |
4,198 |
| Less: Provision for Standard Assets |
(79) |
(354) |
(79) |
(354) |
| Balance carried to Balance Sheet |
31,565 |
8,781 |
30,466 |
7,131 |
| Earnings Per Share (Basic/Diluted) |
7.15 |
3.01 |
6.84 |
2.55 |
2. PERFORMANCE REVIEW
During the year under review Income from Operations has decreased from 2,13,362
Thousands to 104,194 Thousands (Decrease of 51.17%). Profit before Interest, Depreciation
and Tax has increased from 45,688 Thousands to 90,215 Thousands (Increase of 97.46%) and
Profit after Tax has increased from 20,990 Thousands to 49,814 Thousands (Increase of
137.32%).
3. TRANSFER TO RESERVE
A sum of 9,963 Thousands has been transferred to Statutory Reserve during the year.
Your Company does not propose to transfer any amount to General Reserve out of the amounts
available for appropriation and an amount of 49,814 Thousands is proposed to be retained
in the Profit & Loss account.
4. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March 2023 is
69,675 Thousand. During the year under review, the Company has neither issued any shares
with differential voting rights nor granted any stock options nor any sweat equity.
The Companys equity share capital is listed on BSE Limited. The shares are actively
traded on BSE and have not been suspended from trading.
5. DIVIDEND
The Board of Directors has recommended a dividend of 1.20 (Rupee One and Twenty Paise
Only) per equity share on face value of 10/- (Rupees Ten each) i.e.12% for the financial
year ended 31st March 2023.
The payment of dividend subject to approval of Members at the forthcoming Annual
General Meeting (AGM), would result in a Dividend outflow of 8,365.08 Thousands.
Pursuant to the amendments introduced by the Finance Act, 2020 the Company will be
required to withhold taxes at the prescribed rates on the dividend paid to its
shareholders w.e.f. 1stApril 2020. No tax will be deducted on payment of
dividend to the resident individual shareholders if the total dividend paid does not
exceed 5,000/-.
The withholding tax rate would vary depending on the residential status of the
shareholder and documents registered with the Company.
Dividend will be paid to those Members whose names appear in the Register of Members as
on 28th July 2023.
6. INDIAN ACCOUNTING STANDARD (IND AS):
In the preparation of the financial statements, the Company has followed the Accounting
Standards referred to in Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in the Notes to the
Financial Statements.
The financial statements of the Company are prepared in compliance with the Companies
Act, 2013 and "Indian Accounting Standard (Ind AS). In accordance with the Companies
(Indian Accounting Standards), Rules, 2015 of the Companies Act, 2013, the Company has
been following the Indian Accounting Standards (Ind AS) for preparation of its financial
statements from 01st April, 2019. Significant accounting policies used for the
preparation of the financial statements are disclosed in the notes to the financial
statements.
7. PERFORMANCE OF SUBSIDIARY COMPANIES
During the year under review the Company has only one subsidiary Mukesh Babu Securities
Limited (CIN: U67120MH1994PLC076455) and the Highlights of the financial performance
during Financial Year 2022-23 are as follows:
As on 31st March 2023, the Authorised & Paid up Share Capital of the
Subsidiary Company is 50,000 Thousand Only. There is net loss of 2,131Thousand in the
Company for the year ended 31st March 2023 against net loss of 3,195 Thousand
in the previous year.
Accounts of Subsidiary:
The Consolidated Financial Statements of the Company are prepared in accordance with
the provisions of Section 129(3) of the Companies Act, 2013 and as per the applicable
Accounting Standards issued by the Institute of Chartered Accountants of India.
Pursuant to proviso (b) to Section 136(1) of the Companies Act, 2013, a copy of the
Audited Financial statements for the year ended 31st March 2023 along with the
Reports of the Board of Directors and the Auditors of the Companys subsidiary- Mukesh
Babu Securities Limited shall be furnished to any shareholder on demand.
These are also available for inspection at the Registered Office of the Company and are
also being posted on the Companys website https://mbfsl.com/annual-reports/.
8. CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 33 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Listing
Regulations") and applicable provisions of Companies Act, 2013 ("the Act"),
the Consolidated Financial Statements of the Company have been prepared in accordance with
the applicable Accounting Standards and forms part of the Annual Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies
(Accounts) Rules, 2014, Statement containing salient features of the Financial Statements
of subsidiary is annexed to this report as Annexure -A.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company that occurred between the end of the financial year to which these financial
statements relate and the date of this report.
10. PUBLIC DEPOSITS
No disclosure is required for the year under review since the Company has neither
accepted nor renewed any deposits within the meaning of Section 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to investment and
lending activities is not applicable to the Company since the Company is a Non- Banking
Financial Company registered with the Reserve Bank of India. The details of loan given,
investments made and guarantees and security provided during the financial year are
furnished in the Notes to the financial statements.
12. PARTICULARS OF CONTRACTS
OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions/contracts/arrangements entered by the Company during
the financial year were on an arms length basis and were carried out in the ordinary
course of business.
All related party transactions were placed before the Audit Committee for their
approval. Prior omnibus approval of the Audit Committee was obtained for the transactions
which were of repetitive nature. The transactions entered into pursuant to the omnibus and
specific approvals are reviewed periodically by the Audit Committee.
There were no materially significant related party transactions made by the Company
during the year under consideration with the Promoters, Directors or Key Managerial
Personnel which have a potential conflict with the interest of the Company at large.
In accordance with the Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has formulated a Policy on Materiality of
Related Party Transactions and a Policy on dealing with Related Party Transactions. The
Policy is available on the Companys Website at
https://mbfsl.com/corporate-governance-policies/.
During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on Materiality of Related Party Transactions.
The Company has made full disclosure of transactions with the related parties as set
out in Note 34 of Standalone Financial Statements, forming part of the Annual Report.
There were no materially significant related party transactions which could have
potential conflict with interest of the Company at large.
The particulars as required under Section 188 of the Companies Act, 2013 are furnished
in Form AOC-2 which is annexed as Annexure B to this report.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 the CSR provisions were not applicable to your
Company in the financial year 2022-23.
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to
financial statements. The Companys internal control system is designed to ensure
operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with the laws and regulations.
The Company has an internal control system, commensurate with the size of its
operations and nature of its business activities and is supported by an internal audit
process. M/s. V. R. Pandya & Co., Chartered Accountants, the Internal Auditor of the
Company monitors and evaluates the efficacy and adequacy of its internal control system,
its compliance with operating systems, accounting procedures and policies of the Company.
15. RISK MANAGEMENT
Risk management is an integral part of the Companys business strategy that seeks to
minimise adverse impact on business objectives and capitalise on opportunities.
The Company being a Non- Banking Financial Company is regulated by Reserve Bank of
India (RBI) and the Board of Directors of the Company has constituted the Risk Management
Committee to frame, implement and monitor the Risk Management Policy of the Company.
The Committee is responsible for reviewing the risk management plan and ensuring its
efficiency. The policy is available on the Companys website at
https://mbfsl.com/corporate-governance-policies/.
16. WHISTLE BLOWER POLICY / VIGIL MECHANISM
As required under Regulation 22 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has an effective
Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details
of the policy are enumerated in the Corporate Governance Report. The policy is available
on the Companys website at https://mbfsl.com/corporate-governance-policies/.
The policy provides for adequate safeguard against the victimization of the employees
and Directors who express their concerns. The Company has also provided direct access to
the Chairman of the Audit Committee on reporting issues concerning the interests of
employees and the Company. The functioning of Vigil Mechanism is overseen by the Audit
Committee.
There was no instance of denial of access to the Audit Committee.
17. DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company has in place a Policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Company has voluntarily set up an Internal Complaints
Committee to redress the complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. There has
been no complaints filed or cases reported during the financial year ended 31st
March 2023. The policy is available on the Companys website at
https://mbfsl.com/corporate-governance-policies/.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(a) Board of Directors:
There is no change in Board of Directors during the year under review. The brief
profile of the Directors is as below:
Mr. Mukesh C. Babu, Chairman and Managing Director
As a Chairman and Managing Director, Mr. Mukesh C. Babu has always led from the front.
He is always firmly committed to the way of working - building consensus and democratic
processes. He has been serving the Company since its incorporation. He has extensive
expertise and experience over 4 decades in the field of Capital Markets, Stocks &
Shares, Investment Banking and Merchant Banking.
Mr. Pankaj Majithia, Independent Director
Mr. Pankaj Majithia is a Chartered Accountant by profession and a highly respected
professional in corporate India and an Independent Director on the Board of Directors of
the Company. He is a founder Partner of M/s. Majithia & Associates, Chartered
Accountants and has vast experience in the field of Accounting, Audit, Finance, Taxation,
Corporate Governance and Company Law. He is also Chairman of the Audit Committee,
Stakeholders Relationship Committee, and Nomination & Remuneration Committee.
Mr. Vijay Vora, Independent Director
Mr. Vijay L. Vora is a business entrepreneur and an Independent Director on the Board
of Directors of the Company. He has more than two decades of experience in Business. He is
the Chairman of Corporate Social Responsibility Committee. He is a member of the Audit
Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee,
and Risk Management Committee.
Mrs. Meena Mukesh Babu, Non-Executive Director
She is one of the Promoters of the Company and has been appointed as the Non-Executive
Director of the Company with effect from 29th May, 2018. She is also the
Managing Director of Mukesh Babu Securities Limited, Companys Subsidiary since 1997 and
has extensive expertise and experience over 3 decades in the field of Stocks & Shares,
Investment Banking and Merchant Banking. She is a member of the Nomination &
Remuneration Committee and Corporate Social Responsibility Committee.
Mr. Manishkumar Shah, Independent Director
Mr. Manishkumar Shah is a businessman with more than three decades of experience and an
Independent Director on the Board of Directors of the Company. He has rich experience of
more than two decades in the field of business of the Company. He is on the Board of
several Companies having its business in manufacturing, trading, import/exports etc.
Mr. Bhavesh Doshi, Independent Director
He has more than three decades of experience in the field of Capital markets,
investment, with his keen and insightful perspective on the Indian Economy, Macro Economic
conditions of Industry as a whole. He is an Independent Director on the Board of Directors
of the Company.
(b) Appointment of Directors:
There has been no change in the Directors of the Company since the last Annual Report.
(c) Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Meena
Mukesh Babu (DIN:00799732) retires by rotation at the forthcoming Annual General Meeting
and being eligible offers herself for re-appointment. The Board recommends her
re-appointment.
(d) Key Managerial Personnel:
Ms. Sarika Pandya has replaced Mr. Mahesh Thakar, CFO of the Company w.e.f 5th
July 2022. Pursuant to the provisions of Section 203 of the Act read with the rules made
there under, the following employees are the whole time key managerial personnel of the
Company:
1. Mr. Mukesh Babu Managing Director
2. Ms. Sarika Pandya Chief Financial Officer
3. Ms. Nupur Chaturvedi Company Secretary, Group Head-Legal & Compliance &
Compliance Officer
The Current Tenure of Mr. Mukesh Babu, Managing Director of the Company expired on 23rd
May, 2023. Accordingly, in view of the above the Board of Directors of the Company has,
based on the recommendation of the Nomination and Remuneration Committee at its meeting
held on May 9, 2023 proposed the re-appointment of Mr. Mukesh Babu as Managing Director of
the Company for a period of 5 years from 24th May, 2023 till 23rd
May 2028, subject to the approval of the shareholders in this Annual General Meeting.
Necessary resolution for reappointment of the said Managing Director is included in the
Notice of AGM for seeking approval of members.
19. BOARD AND COMMITTEES
During the year ended 31st March 2023, Five (5) Board meetings were held
and the gap between two consecutive Board Meetings did not exceed 120 days and at least
one meeting was held in each quarter.
The details of the constitution and meetings of the Board and its Committees held
during the year are provided in the Corporate Governance Report which forms part of this
Annual Report.
20. INDEPENDENT DIRECTORS
(a) Declaration from Independent Directors
The Board has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and have their names registered in the Independent Directors Databank.
(b) Criteria for Performance Evaluation
Nomination and Remuneration Committee has laid down various criteria for performance
evaluation of Independent Directors which, inter-alia, includes preparedness and
attendance at the meetings, understanding of Companys operations and business and
contribution at Board Meetings through which the Board satisfy itself with regard to
integrity, expertise and experience (including the proficiency) of the independent
directors appointed in the Company.
(c) Details of Familiarization Programme
Pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, every Independent Director on the Board is familiarized
by the Executive Directors/ Senior Managerial Personnel about the Companys strategy,
operations, organization structure, human resources, quality, finance and risk management
at each Board Meeting before taking up the Agenda items for discussion. Further, at the
time of appointment of an independent director, the Company issues a formal letter of
appointment outlining his/ her role, functions, duties and responsibilities as a director.
The terms and conditions of letter of appointment is available on the Companys website at
https://mbfsl.com/corporate-governance-policies/.
21. EVALUATION OF THE
PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS
Pursuant to the provisions of Section 178(2) of the Companies Act, 2013 read with
Clause VIII of Schedule IV to the Companies Act, 2013 and the requirements laid down under
Schedule II on Corporate Governance of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the Nomination and Remuneration Committee has framed
Policy for evaluation of performance of the Board, its committees and individual Directors
The Policy inter alia provides the criteria for evaluation of performance such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen,
strategic thinking and relationship with the stakeholders, corporate governance practices,
contribution of the Committees to the Board in discharging its functions, etc. During the
year under review, a meeting of Independent Directors was held on 27th May 2022
to carry out annual evaluation of the performance of the Board, its Committees and of
individual directors.
The manner in which the evaluation was carried out has been explained in the Corporate
Governance Report.
22. POLICY ON DIRECTORS
APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SECTION
178 OF THE COMPANIES ACT, 2013
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has
formulated a Nomination & Remuneration Policy on directors appointment and
remuneration criteria for determining qualifications, positive attributes, independence of
a director and other matters provided under sub-section (3) of section 178. The Nomination
& Remuneration Policy of the Company is available on the Companys website:
https://mbfsl.com/corporate-governance-policies/.
23. POLICIES OF THE COMPANY
The Company is determined to maintain a good corporate governance practice and has a
robust system for smooth and effective functioning of the Board. Various policies have
been framed by the Board of Directors as required under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to follow a
uniform system of procedures. These policies are periodically reviewed and updated by the
Board of Directors of the Company from time to time. Following are some of the major
policies adopted by the Company:
1. Code for Insider Trading Policy
2. Nomination & Remuneration Policy
3. Policy for determination of Material Subsidiary
4. Policy on materiality of Related Party Transactions
5. Policy on dealing with Related Party Transactions
6. Whistle Blower Policy
7. Document Retention and Archival Policy
8. Code for Directors and Senior Managerial Personnel
9. Policy on evaluation of Directors
10. Policy on prevention of Sexual Harassment of Women at Workplace
The aforementioned policies are available on the website of the Company and can be
accessed at https://mbfsl.com/corporate-governance-policies/.
24. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors to the best of their ability & knowledge hereby confirm that-
(a) in the preparation of the annual accounts for the year ended 31st March
2023, the applicable accounting standards have been followed from time to time and no
material departures have been made from the same;
(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 as at 31st March 2023 and of the profit
and loss of the Company for that period;
(c) they had 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) they have prepared the annual accounts on a going concern basis;
(e) they, have laid down internal financial controls to be followed by the Company and
that they are adequate and are operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
25. SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.
26. AUDITORS AND AUDITORS
REPORT
Statutory Auditors
At the 37th Annual General Meeting of the Company held on 28th
September 2022, the members of the Company has appointed M/s. Chaitanya C. Dalal &
Co., Chartered Accountants (FRN.101632W) as the Statutory Auditors of the Company for a
term of period of 5 (five) years up to the conclusion of 42ndAnnual General
Meeting to be held in financial year 2026-2027 without the requirement of further
ratification by the members.
The Auditors Report annexed to the Financial Statements does not contain any
qualification, reservation or adverse remark or disclaimer.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors in its meeting held on 27th May 2022 appointed CS V. V. Chakradeo of
M/s. V. V. Chakradeo & Co., Practicing Company Secretaries (FCS: 3382/ COP: 1705) to
carry out the audit of secretarial records of the Company for the financial year 2022-23.
The consent of the Secretarial Auditor to undertake the secretarial audit for the
financial year ended 31st March 2023 has been received by the Company.
The Secretarial Audit Report of the Company and its material unlisted subsidiary Mukesh
Babu Securities Limited is annexed to this report as
Annexure C.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark or disclaimer.
As required under the Regulation 24A of SEBI (Listing Obligations and Disclosure &
Requirements) Regulations, 2015, the Secretarial Compliance Report of Mukesh Babu
Financial Services Limited and its material unlisted subsidiary Mukesh Babu Securities
Limited for the financial year ended 31st March, 2023 is provided as Annexure
D.
Reporting of Frauds by Statutory Auditors
The Statutory Auditors of the Company have not reported any instances of fraud in the
Company during the year under review as specified under the Section 143(12) of the
Companies Act, 2013.
27. SECRETARIAL STANDARDS
The Directors state that the Company has duly followed applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and
‘General Meetings respectively. The Secretarial Auditor in his Secretarial Audit
report confirms the same.
28. ANNUAL RETURN
In compliance with section 134(3)(a), the annual return referred to in subsection (3)
of section 92 has been placed on the website of the Company at
https://mbfsl.com/annual-reports/.
29. COST RECORDS AND COST
AUDIT
Maintenance of Cost Records and requirement of Cost Audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013, is not applicable to our Company.
30. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
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 in respect of
employees of the Company, a Statement showing names & other particulars of the
employees are provided under Annexure - E to this report.
During the year under review, the Company does not have any employee who is drawing
remuneration of 1,02,00,000/- per annum or 8,50,000/- per month as stipulated in the Act
and the rules made thereunder. Hence, there are no disclosures required under Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
31. CORPORATE GOVERNANCE
In compliance with Regulations 17 to 27 and 34 read with Schedule V of SEBI (Listing
Obligations and Disclosure & Requirements) Regulations, 2015, as applicable, the
Corporate Governance Report is given in Annexure F and forms part of the Annual
Report. Auditors Certificate on Corporate Governance from Statutory Auditors of the
Company is annexed in Annexure G.
The Certificate on Compliance with Code of Conduct duly signed by the Managing Director
of the Company for the year ended 31st March 2023 regarding compliance by the
Board members and senior management personnel with Companys Code of Conduct is covered
thereto.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding Conservation of Energy and Technology Absorption are not
furnished since the Company is not a manufacturing entity.
During the financial year under review, the Company did not have any foreign exchange
earnings and outgo.
33. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
The Management Discussion and Analysis annexed to this Report as Annexure H,
forms the integral part of this report and covers, amongst other matters, the performance
of the Company during the financial year under review as well as the future prospects.
34. OTHER DISCLOSURES
The Company does not have any scheme or provision of money for the purchase of or
subscription to its own shares by the employees/ Directors or by trustees for the benefit
of the employees/ Directors.
35. ANNUAL REPORTS
The Company has published the statutory disclosures in the print version of the Annual
Report along with the Notice of the AGM. Electronic copies of the Annual Report 2022-23
and Notice of the 38th Annual General Meeting are being sent through electronic
mode to all members whose email addresses are registered with the Company / Depository
Participant(s). For members who have not registered their email addresses, the Company has
been exempted under the General Circular No.14/2020 dated April 8, 2020, General Circular
No. 17/2020 dated April 13, 2020, General Circular No. 02/ 2020 dated May 5, 2020 and
General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/ 2022
dated May 5, 2022 (the "MCA Circulars") for any physical delivery of AGM Notice
and Annual Report of the Company.
However as per SEBI Circular dated May 13, 2022, the Company shall send the physical
copy of the Annual Reports to all the Shareholders who have registered their request for
the same.
Members may note that the Notice and Annual Report 2022-23 will also be available on
the Companys website https://mbfsl.com/annual-reports/and website of the Stock Exchange,
i.e. BSE Limited atwww.bseindia.com.
36. MANAGING DIRECTOR & CHIEF
FINANCIAL OFFICER CERTIFICATE
The Certificate from Mr. Mukesh Babu, Managing Director and Ms. Sarika Pandya, Chief
Financial Officer with regard to the financial statements and other matters as stated in
the Compliance Certificate has been furnished, mandated under the Part B under the
Schedule II on Corporate Governance under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, in
Annexure I.
37. CERTIFICATION ABOUT
DIRECTORS
None of the directors of the Company has been debarred or disqualified from being
appointed or continuing as directors by Securities and Exchange Board of India/Ministry of
Corporate Affairs or any such authority. A Certificate to this effect, duly signed by a
Practicing Company Secretary is appended to this Report in Annexure - J.
38. ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their gratitude for the valuable
guidance and continued support extended by the Securities Exchange Board of India, Reserve
Bank of India, Bombay Stock Exchange, Ministry of Corporate Affairs, other government
authorities, Banks and other stakeholders. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of the employees of
the Company.
For and on behalf of the Board of Directors of
MUKESH BABU FINANCIAL SERVICES LIMITED
Mukesh Babu Chairman & Managing Director DIN: 00224300
Meena Babu Director DIN: 00799732
Date: 30th June 2023 Place: Mumbai
+91-9892691696
