CAPITAL FINANCE LTD. · Mr. Saurabh Arora IndependentDirector CHIEF FINANCIAL OFFICER Mr. Bharat...

MOONGIPACAPITAL FINANCE LTD.

July 24, 2019

The General ManagerDepartment of Corporate ServicesBSE Limited25th Floor, P.] Towers,Dalal Street, Mumbai - 400001

Scrip Code: 530167

Sub: Book Closure and Notice of Annual General Meeting along with Annual Reportfor FY 2018-19

Dear Sir/Madam,

This is to inform that the 32nd Annual General Meeting (AGM) of Moongipa Capital FinanceLimited is scheduled to be held on Thursday, August 22, 2019 at 10.00 a.m. at Bhan Farm,Qutub Garh Road, Tatesar Village, Delhi - 110081.

Pursuant to Regulation 30 & 34 of SEB! (Listing Obligations and Disclosure Requirements)Regulations, 2015 (Listing Regulations), a copy of notice of AGM including e-voting instructionsalong with Annual Report sent to shareholders of the Company through permitted mode isattached.

Further, pursuant to Section 91 of the companies Act, 2013 and Regulation 42 of ListingRegulations, the Register of Members and Share Transfer Books of the Company shall remainclosed from on Monday, the August 19,2019 to Thursday, August 22,2019 (both days inclusive)for the purpose of AGM.

This is for your information and records.

Thanking you,

For Moongipa Capital Finance Limited

(CIN: L65993DL1987PLC028669)Regd. Office: 18/14, W.E.A. Pusa Lane, Karol Bagh, New Delhi-nOOOS,Ph.: 011-41450121

E-mail: [email protected], Website: www.mongipa.com

32ND

ANNUAL REPORT2018-2019

MOONGIPA CAPITAL FINANCE LIMITED

CORPORATE INFORMATION

Ms. Pooja JainWholetime Director

Mr. Sanjay JainNon-Executive Director

Ms. Preeti SrivastavaIndependent Director

Mr. Saurabh AroraIndependent Director

CHIEF FINANCIAL OFFICERMr. Bharat Kumar

COMPANY SECRETARY &COMPLIANCE OFFICERMr. Lakshay Oudeja(w.ef August 09, 2018)

REGISTERED OFFICE18/14, W.EA Pusa Lane,Karol Bagh, New Delhi - 110005TelNo. [email protected] - www.mongipa.comCIN - L74899DL1994PLC057941

SHARE TRANSFER AGENTSkyline Financial Services Pvt.Ltd.D-153A, 1stFloor, Okhla IndustrialArea, Phase - I, New Delhi - 110020Tel No. - 011-64732681-88Email [email protected] - www.skylinerta.com

STATUTORY AUDITORSRajesh K Sachdeva & AssociatesChartered Accountants1013 & 919, Naurang House, 21,K G. Marg, New Delhi - 110001


NOTICE OF ANNUAL GENERAL MEETING NOTES:

NOTICE IS hereby given that the Thirty-Two (32nd) Annual

General Meeting ("Meeting") of the member(s) of

MOONGIPA CAPITAL FINANCE LIMITED ("Company")

will be held on Thursday, August 22, 2019 at 1000 a.rn at

Bhan Farm, Qutub Garh Road Tatesar Vnlaqe, Delhi-110081

to transact the following business-

Ordinary Business

To receive, consider, and adopt Audited Financial

Statements of the company for the Financial Year ended

March 31,2019 and the Report of the Board of Directors

and Auditors thereon;

2 To appoint a Director in place of Ms. Pooja Jain (DIN

00097037), who retires by rotation and, being eligible, offershimself for re-appointment.

Special Business

3 Re-appointment of Ms. Preeti Srivastava (DIN

07035595) as an Independent Director

To consider and If thought fit, to pass with or without

modification(s), the following resolution as an SpecialResolution

"RESOLVED THAT pursuant to the provisions of Sections

149, 150, 152, and other applicable provisions, if any, of

the Companies Act, 2013 ("Act") and the Rules framed

thereunder read with Schedule IV of the Act and the

applicable provisions of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 (hereinafter

referred as "listing Requlations") (including any statutory

mooifrcationts) or re-enactment thereof) and other

applicable law, If any, Ms. Preeti Srivastava (DIN 07035595),

Indepednent Non-Executive Director of the Company, who

has submitted a declaration confirming the criteria ofIndependence under Section 149(6) of the Companies Act,

2013 read with the Listing Regulations, as amended from

time to time, and who is eligible for re-appointment for a

second term under the provisions of the Companies Act,

2013 and listing Regulations, be and is hereby reappointed

as an Independent Non-Executive Director of the Company,whose term shall not be subject to retirement by rotation,

to hold office for 5 (Five) consecutive years on the Board

of the Company for a term w.e.f Dec 08, 2019 upto Dec

07 2024"


Date: May 18, 2019Place: New Delhi

Sd/-(Lakshay Dudeja)

Company Secretary

The Explanatory Statement, pursuant to Section 102 of theCompanies Act, 2013 ("the Act"), in respect of special businessto be transacted at the 32nd AGM is annexed hereto.

2 Brief profile of Ms PODIa Jain and Ms. Preeti Srivastava is annexedherewith form part of the statement setting out material factspursuant to Reg 36 of the Listing Regulations and SecretarialStandard-2 on General Meetings issued by the Institute of CompanySecretaries of India.

3. A M EMBER ENTITLED TO ATTEND & VOTE AT THE MEETINGIS ENTITLED TO APPOINT ONE OR MORE PROXIES TOATTEND & VOTE ON POLL INSTEAD OF HIM/HERSELF ANDTHE PROXY NEED NOT BE A MEMBER OF THE COMPANY.PROXIES, IN ORDER TO BE EFFECTIVE MUST BE DULY FILLEDIN ALL RESPECTS DEPOSITED AT THE REGISTERED OFFICEOF THE COMPANY AT 18/14, W.EA PUSA LANE, KAROL BAGH,NEW DELHI-110005, NOT LESS THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE MEETING.

4. A BLANK PROXY FORM IS ATTACHED WITH THE ANNUALREPORT. A PERSON CAN ACT AS PROXY ON BEHALF OFMEMBERS NOT EXCEEDING FIFTY(50) AND HOLDING INAGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARECAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. AMEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARECAPITAL OF THE COMPANY CARRYING VOTING RIGHTSMAY APPOINT A SINGLE PERSON AS A PROXY AND SUCHPERSON SHALL NOT ACT AS PROXY FOR ANOTHER PERSONOR SHAREHOLDER.

5 Member(s)/Proxies/Authonzed Representatives are requestedto bring the enclosed attendance slip duly filled in and signed forattending the meeting Member(s) who hold equity shares inelectronic mode are requested to write the Client ID and DP IDnumber and those who hold equity shares in physical mode arerequested to write their folio number in the attendance slip.

6 Corporate Member(s) Intending to send their authorizedrepresentative(s) to attend the meeting are requested to send aduly certified copy of the Board Resolution/Power of Attorneyauthorizing their representative(s) to attend and vote on theirbehalf at the meeting

7 Pursuant to Section 72 of the Act, member(s) of the Companymay nominate a person in whom the shares held by him/themshall vest in the event of his/ their unfortunate death Member(s)holding shares in physical form may file nomination in theprescribed Form SH-13 with the Company's Registrar andTransfer Agent (RT A). In respect of shares held in dematerializedform, the nomination form may be filed with the respectiveDepository Participant. And Form SH-14 for cancellation/variationas the case may be to the RT A The said Forms can also bedownloaded from the Company's Website www.mongipac.com

8 In case of joint holders, only such joint holder who is named firstin the order of names will be entitled to vote.

9 The route map showing directions to reach the venue of themeeting is enclosed

10. The Register of Directors and Key Managerial Personnel andtheir shareholding, maintained under Section 170 of the Act andthe Register of Contracts or Agreements in which the directorsare interested, maintained under Section 189 of the Act, Will beavailable for inspection by the members at the meeting

-----------------------------------------4G'r--------H~~rr--~~r--------------------

_ MOONGIPA CAPITAL FINANCE UM!T~D

MOONGIPA

11 ThE'Register of Members and Share Transfer Books of the

Company shall remain closed from Monday August 19

2019 to Thursday, August 22, 2019 (both days inclusive)

12 Any Member desirous of getting any information on the

accounts or operations of the company IS requested to

forward his/her quenes to the company at least seven

working days prior to the meeting, so that the required

Information can be made available at the meeting

13 Notice of the Meeting and the Annual Report for FY 2018-

19 of the Company is being sent by electronic mode to

those member(s) whose e-mail IDs are registered with the

Company/ Depository Participant(s) unless any member has

requested for physical copy of the same. For member(s)

who have not reqistered their e-mail IDs, physical copy of

the Notice of the Meeting and the Annual Report for FY

2018-19 are being sent in the permitted mode.

14 Member(s) who have not registered their e-mail

addresses so far, are requested to register their e-

mail address for receiving all communication

including Annual Report, Notices etc. from the

Company electronically.

15 Member(s) may also note that the Notice of the Meeting and

the Annual Report for FY 2018-19 will also be availableon

the Company's webSite www.mongipa.com for their

download also on the website of the respective Stock

Exchange at www.bseindia.com.

16 Members are requested to bring their own copies of Annual

Report; no spare copies will be available at the venue of

meeting.

17 The Securities and Exchange Board of India (SEBI) has

mandated the submission of Permanent Account Number

(PAN) by every partiCipantin securities market. Member(s)

holding shares in electronic form are, therefore, requested

to submit the PAN to their DepositoryParticipantswith whom

they are maintaining their demat accounts. Members holding

shares in phYSicalform can submit their PAN details to the

Company/RTA

18 All relevant documents referred to In the Notice of the

Meeting shall be open for inspection at the Registered Office

of the Company dunng normal busmess hours (11 00 am to

1 00 pm) on all working days, upto the date of the meeting

19 The Company Whole-Heartedly Welcomes Membersl

Proxies at the Meeting of the Company. The Members/

Proxies may please note that No Gifts/Gift Coupons will

be distributed at the Meeting.

20. Owing to security concerns, at AGM venue it is not allowed

to carry insider briefcase, bags, eatables and the like.

Members are attending the AGM are requested to make

their own arrangements for the safe keeping of their

own belongings.

21. Voting through electronic means

a In compliance with provisions of Section 108 of the Act

read with Rules prescribed thereunder, as amended and

Reg.44 of the Listing Regulations,the Companyis pleased

to provide e-voting facility to its members to exercise

their right to vote on resolutions proposed to be

considered at the meeting by electronic means and the

items of business given in the Notice of meeting may be

transacted through e-Voting Services The facility of

casting the votes by the members using an electronic

voting system from a placeother than venueof the meeting

("remote e-votinq") will be provided by Central Depository

Services (India) limited (CDSL).

b The facility for voting through poll shall be made available

at the meeting and the member(s) attending the meeting

who have not cast their vote by remote e-voting shall be

entitled to cast their vote at the meeting through poll. No

voting by show of hands will be allowed at the Meeting.

Pleasenote that the membermay participatein the meeting

even after exercising his right to vote through remote e-

voting but shall not be allowed to voteagain at the meeting.

c Members who have casted their vote by both the modes,

than vote casted through poll will be treated invalid

d. The remote e-voting period commences on Monday, the

August 19, 2019 (9:00 A M.) and ends on Wednesday,

August 21,2019 (5:00 P.M.) During this period members

of the Company, holding shares either in physical form or

in dematerialized form, as on the cut-off date I.e., Fnday,

August 16, 2019, may cast their vote by remote e-votmq

The remote e-voting module shall be disabled by CDSL

for voting thereafter Once the vote on a resolution IS

cast by the member, the member shall not be allowed to

change it subsequently

----------------------------------------~~~---------------------79S~~~~~-L-------------

-- MOONGIPA CAPITAL FINANCE LIMITED

e The process and manner for remote e-voting are

as under:

(I) Log on to the e-vounq website

www.evotin india com.

o» Click on Shareholders/Members

(Iii) Now Enter your User 10

a. For CDSL: 16 digits beneficiary 10

b For NSDL 8 Character DP 10

followed by 8 Digits Chent 10

c. Members holding shares in Physical

Form. Enter Folio Number registered

with the Company.

d Next enter the Image Verification

as displayed and Click on "Login"

e If you are holding shares in Demat

form and had logged on to

www.evotingindia.com and casted

your vote earlier for any Company/

entity, then your existinq password

is to be used. If you are a first time

user follow the steps given below.

(IV) Fill up follwolng details In the appropriate boxes:

PAN Enter your 10 digit alpha-numenc PAN ISSUedby Income Tax Department (Applicable for bothdemat shareholders as well as physicalshareholders)

• Members who have not updated theirPAN with the Company/DepositoryParticipant are requested to use thesequence number sent separately toyou in the PAN field

Dividend Bank Enter the Dividend Bank Details or Date of BirthDetails OR Date (In dd/mm/yyyy format) as recorded in your

of Birth (DOB) demat account or in the Company records inorder to login.

• If both the details are not recordedWith the depository or Company pleaseenter the member id / foho number Inthe Dividend Bank details field asmentioned in instruction (iii)

(v) After entering these details appropriately, click on "SUBMIT"tab

Members hoidlOg shares in physical form will then reachdirectly the EVSN selection screen However member(s)holding shares In demat form will now reach 'PasswordCreation' menu wherein they are required to mandatorilyenter their logm password In the new password fieldKindly note that trns password IS also to be used by the

demat holders for voting for resolutions of any other company onwhich they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not toshare your password with any other person and take utmostcare to keep your password confidential

(vii) For Member(s) holding shares In physical form the details canbe used only for e-voting on the resolution contained in thisNotice.

(viii) Click on the relevant EVSN of Moongipa Capital Finance Limitedon which you choose to vote.

(ix) On the voting page, you will see Resolution Descnption andagainst the same option "YES/NO" for voting. Select the optionYES or NO as desired. The option YES implies that you assent tothe Resolution and option NO implies that you dissent to theResolution.

(x) Click on the "Resolutions File Link" if you wish to view the entireResolution details

(xi) After selecting the resolution you have decided to vote on, clickon "SUBMIT" A confirmation box will be displayed. If you wish toconfirm your vote, click on "OK", else to change your vote, clickon "CANCEL" and accordingly modify your vote.

(xii) Once you "CONFIRM" your vote on the resolution, you will not beallowed to modify your vote.

(xrii) You can also take out print of the voting done by you by clickingon "Click here to print" option on the Voting page.

(xiv) If Demat account holder has forgotten the changed loginpassword then enter the User 10 and image verification code andclick on "Forgot Password" & enter the details as prompted bythe system.

(xv) Shareholders can also cast their vote using CDSL's mobile appm-Voting available for android based mobiles. The m-Voting appcan be downloaded from Google Play Store. Apple and WindOlNphone users can download the app from App Store and WindowsPhone Store respectively. Please follow the instructions asprompted by the mobile app while voting through your mobilephone.

(xvi) (A) Institutional shareholders (I.e. other than Individuals, HUF,NRI etc.) are required to log on to www.evotinglndia.comand register themselves as Corporates.

(B) They should e-rnau a scanned copy of the RegistrationForm bearing the stamp and sign of the entity [email protected].

(C) After receivinq the login details they have to create acompliance user who would be able to link the account(s)which they wish to vote on.

(D) The list of accounts should be mailed [email protected] and on approval of theaccounts they would be able to cast their vote

(E) They should upload a scanned copy of the BoardResolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, If any, in PDFformat In the system for the scrutinizer to verify the same

------------------------------------------~3~----~~~~~~~~r_----------------------

.MOONGIPA CAPITAL FIN,lI.I'ICE LIMITED

(XVII) In case you have any queries or ISSUes regarding remotee-votmq, you may refer Frequently Asked Ouestions (FAQs)and e-votrnq manual available at www.evotinglndla.com

under help section or write e-mail tohelpdesk.evotlng@cdsllndiacom or call on toll free no18002005533

(XVIII) Any person, who acquires shares of the Company andbecomes the member of the Company after dispatch of theNotice of the meeting and holding shares as of the cut-offdate i.e Friday, August 16, 2019, may follow the sameprocedure as mentioned above for remote e-voting

(xix) The Company has appointed Mis. S Aggarwal & Associates

Practicing Company Secretary (C P. No 8989) as the

Scrutinizer to scrutinize the voting and remote e-votingprocess in a fair and transparent manner

(XX) The Chairperson shall, at the meeting, at the end ofdiscussion on the resolutions on which voting ISto be held,

allow voting with the assistance of scrutinizer, by use ofPolling Paper for all those members who are present at themeeting but have not cast their votes by availing the remotee-votmq facility.

(XXI) The poll process shall be conducted and a report thereon

shall be prepared in accordance with Section 109 of theAct read with the relevant rules made thereunder In such

an event, votes cast under Poll taken together with thevotes cast through remote e-voting shall be counted forthe purpose of passing of resolution(s).

(XXII) The Scrutinizer, after scrutinizing the votes cast at themeeting (POll) and through remote e-voting, will, not laterthan forty eight (48) hours of conclusion of the Meebng,make a consolidated scrutinizer's report and submit the

same to the Chairperson or any other director of theCompany authorized by him in writing who shall declarethe result of the voting forthwith The Results declaredalonqwrth the consolidated scrutinizer's report shall beplaced on the website of the Company www mongipa.com

and on the website of CDSL Immediately after the declarationof result The results shall also be immediately forwardedto the Stock Exchange

(XXIII) The results shall also be displayed at the Registered Officeand Corporate Office of the Company

(XXIV) Subject to receipt of sufficient votes, the resolution(s) shallbe deemed to be passed at the 32nd Meeting of theCompany scheduled to be held on Thursday August 22

2019

Explanatory Statement pursuant to Section 102 of

the Companies Act, 2013

Item NO.3

Ms. Preeti Srivastava was appointed as an Independent Non-

Executive Director of the Company by the members at the 28th

AGM of the Company held on September 24, 2015 for a period of

five consecutive years for a term up to December 07, 2019.

As per Section 149(10) of the Act, an Independent Director shall

hold office for a term of upto five consecutive years on the

Board of a Company, but shall be eligible for re-appointment on

passing a special resolution by the Company for another term of

upto five consecutive years on the Board of a Company

In terms of the Appointment and Remuneration Policy of the

Company and based on the recommendation of Nomination and

Remuneration Committee, and on the basis of Performance

evaluation of Ms. Preeti Srivastava the Board of Directors had

Re-appointed Ms. Preeti Srivastava as an Independent Director

of the Company for second term with effect from Dec 08, 2019 to

Dec 07, 2024 not liable to retire by rotation.

The Company has received from (i) consent to act as Director,

(ii) declaration that he is not disqualified from being reappointed

as a Director of the Cornpeny. and (iii) declcration of independence.

In the opinion of the Board, Ms. Preeti Srivastava possesses

appropriate skills, experience & knowledge and fulfils the

conditions for Re-appointment as an Independent Director as

specified In the Act and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 ("listing Regulations")

The Board of Directors, considering the experience & expertise

of Ms. Preeti Srivastava, recommend the resolution at item no. 3

of the Notice for approval of the members by passing special

resolution

Copy of Appointment Letter setting out terms and conditions of

her appointment is available for inspection by Members as per

details mentioned In the Notes.

The disclosures prescribed under Regulation 36 of the listing

Regulations read with the provisions of the Secretarial Standard

on General Meetings Issued by the Institute of Company

Secretaries of India ('SS-2') are provided in Annexure-A of the

Notice

---------------------------------------------~4r-------------------~~~~--~%1~----------


r.iOONGIPA

Ms Preeti Srivastava is not related to any Director or KeyManagerial Personnel of the Company.

Except Ms. Preeti Srivastava being an appointee none ofthe Directors, Key Managerial Personnel of the Companyand their relatives are, In any way, concerned or Interested(financially or otherwise) in the proposed resolutionmentionedat item no. 3 The Boardrecommendsthe passingof the resolution as set out at Item no 3 as an SpecialResolution.

Annexure A

Details of Directors seeking appointment/re-appointment at the Annual General Meeting of theCom pany pursuant to Reg. 36 of the ListingRegulations and Secretarial Standard-2 on GeneralMeetings issued by the Institute of CompanySecretaries of India.

Ms. Pooja Jain, Wholetime Director

Ms Pooja Jain, aged 40 years, is the wholetime Director ofthe Company. Ms. Jain is a Graduate. She is having vastexperience in the financial, capital market & administrationsectors.

She has a rich experience In the Non-Banking FinancialCompany.

She IS on the Board of the Company since October 14,2015 and hold 145,500 equity share of the Company as onMarch 31, 2019. Her re-appointment shall be as perCompany's Appointment and Remuneration Policy. Duringthe Financial Year ended March 31, 2019, Ms. Pooia Jainattended Six meetingsof Boardof Directors of the Company.

She has received Rs 504,000 as remuneration during FY2018-19.

Ms Pooja Jain IS related to Mr Sanjay Jain, Non-ExecutiveDirector of the Company, being his Spouse Except above,She is not related with any other Director or Key ManagerialPersonnel of the Company.

Directorship as on March 31, 2019:- Moonqipa CapitalFinance Limited

2 Ms, Preeti Srivastava, Independent Director

Ms Preeti Srivastava, aged 36 years, is the IndependentDirector of the Company Ms. Preeti Srivastava is aGraduate. She is having vast experience in the financial,legal & admirnstration sectors.

She has extensive experience and specializes In Non-Banking Financial Sector

She has been appointed on the Board of the Companysince December 08, 2014 and does not hold any equityshare of the Company. Her re-appointment shall be as perCompany's Appointment and Remuneration Policy She didnot receive any remuneration during FY 2018-19 DUringthe Financial Year ended March 31, 2019 Ms PreetiSrivastava attended SIX(6) meetings of Board of Directorsof the Company

Directorship :- Moonqipa Capital Finance limited, MoonqipaSecurities Limited

Membershipof Committeesof Companiesas on March 31, 2019'

S. Name of the Company Name of the Comm itteeNo.

1. Moongipa Capital Finance Audit CommitteeLimited Nominationand Remuneration

CommitteeStakeholder RelationshipCommittee

2. Moongipa Securities Limited Audit CommitteeNominationand RemunerationCommitteeStakeholder RelationshipCommittee



Sd/-(Lakshay Dudeja)

Company Secretary

----------------------------------------~5~------~~~--~~~--------------------

- ~.II00f\IGIPA CAPITAL FINANCE LIMITED

BOARD'S REPORT

Dear Members,

Your directors have pleasure in presenting the Thirty-Two(32nd) Annual Report, together with the Audited FinancialStatement of the Company for the Financial Year endedMarch 31, 2019 ("FY 2019")

FINANCIAL Performance

A Summary of the Company's Financial Performance in FY2019 IS as follows:-

(Amount In Rs.)

Particulars March 31, 2019 March 31, 2018

Revenue from operation 7,082,681 6,726,644

Other Income 1,706,714 3,847,756

Total Revenue 8,789,395 10,574,400

Profit before Finance cost, 19,73,091 49,81,095Depreciation and Tax

Finance cost 429,470 303,583

Depreciation 113,491 167,510

Profit before tax 1,430,130 4,510,002

Less: Tax 555,984 945,747

Profit for the year 874,146 3,564,255

RESULTOFOPERATIONSAND THE STATE OF COMPANYAFFAIRSDuring the year under review, your Company achievedtotal revenue and Net profit of Rs 7,082,681 and Rs874,146 respectively as against total revenue and Net profitof Rs 6,726,644 and Rs. 3,564,255 respectively duringthe previous financial year ended March 31, 2018,(a) CHANGE INTHE NATURE OF BUSINESS,IF ANY

There is no change in the nature of the businessduring the year under review

(b) MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OF THECOMPANYNo material changes and commitments affectingthe financial position of your Company haveoccurred after the closure of the Financial Year2018-19 and till the date of the report.

RBI REGULATIONSYour Company continues to comply with all the regulationsissued by the Reserve Bank of India, to the extent asapplicable to the Company,DIVIDENDKeeping In VIew long term interest of the company YourDirectors do not recommend the payment of dividend forthe FY 2019LISTING OF SECURITIESThe Equrty shares of the Company are presently listed onBSE limited The Annual listing fees for the year 2019-20have been paid to the BSE Limited (Stock Exchange)EXTRACT OF ANNUAL RETURNThe extracts of Annual Return as requued under the Act InForm MGT 9 IS annexed herewith as Annexure "A"forming Integral part of this Report

MANAGEMENT'S DISCUSSION AND ANALSYSThe report on Management Discussion and Analysis as requiredunder Regulation 34 and schedule V of the SEBI (listingObligations and Disclosure Requirements) Regulations, 2015("Listing Regulations") is annexed to this report as Annexure"B", Certain statements in the report may be forward-lOOkingMany factors may affect the actual results, which could bedifferent from what the Directors envisage in terms of the futureperformance and outlookPUBLIC DEPOSITSThe Company has not invited or accepted any public depoSItduring the year under review,TRANSFEROF RESERVESAs per Section 45 (IC) of Reserve Bank of India Act, 1934,Company has transferred Rs. 174,829 amount in Reserve,SHARE CAPITALThe paid up equity share capital as on March 31, 2019 was Rs.30,548,000. There was no public issue, rights issue, bonus issueor preferential issue during the year. The company has not issuedshares with differential voting rights, sweat equity shares not ithas granted any stock options,PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSYour Company has not provided any loan, guarantees, Investmentor securities under Section 186 of the Companies Act, 2013,PARTICULARS OF EMPLOYEES, DIRECTORS & KEYMANAGERIAL PERSONNELThe details of Employees, Directors and Key ManagerialPersonnelas required under Section 197 of the Act read with Companies(Appointmentand Remuneration) Rules, 2014 is annexed herewithas Annexure "C" forming integral part of this Report,DIRECTORSAND KEY MANAGERIAL PERSONSAppointments I Re-Appointments and Resignation of theDirectors and KMPIn accordanceWiththe provisionsof Section 152 of the CompaniesAct, 2013 and Rules made thereunder and pursuant to Articlesof Association of the Company, Ms. Pooja Jain, Director of theCompany, is liable to retire by rotation at the ensuing AGM andbeing eligible, offer himself for re-appointment. The Board ofDirectors recommend his re-appointmentfor the consideration ofthe members of the Company at the ensuing AGM,Pursuant to the provisions of the Companies Act, 2013 ("theAct") and SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 ("Listing Requlations"), Ms. Preeti Srivastavawas appointed as Independent Non-Executive Directors to holdoffice for five consecutive years for a term up to December 07,2019 by the Members of the Company in the 28th Annual GeneralMeeting held on September 24, 2015, She is eligible forreappointment as Independent Directors for another term of fiveconsecutive years,Pursuant to the provisions of the Act, based on therecommendationof the Nominationand RemunerationCommittee,the Board recommends for the approval of the Members throughSpecial Resolution at the ensuing Annual General Meetingreappointment of Ms. Preen Srivastava as Independent Directorfor another five consecutive years from December 08, 2019upto December 07, 2024,The Company has received necessary declarationfrom Ms PreenSrivastava under Section 149(7) of the Act that She meets thecriteria of independence laid down in the Act and ListingRegulations.During the year Ms. Jyoti Mehta (DIN: 06859880) IndependentDirector of the Company resigned from the services of theCompany with effect from closure of business hours May 28,2018 Based on the recommendations of the Nomination andRemunerationCommittee ("NRC"), Board's approvaland membersapproval in AGM held on September 27, 2018 Mr Saurabh Arorawas appointed as an Independent of the Company With effectfrom May 28, 2018,

----------------------------------------46~--------------_.~~~~~-------------


r.mONGIPA

DUring the year, Mr Kailash, Company Secretary &Compliance officer and Key Managenal Personnel of theCompany resigned from the Company with effect fromJuly 31, 2018

Mr. Lakshay Dudeja was appointed as Company Secretary& Compliance officer and Key Managerial Personnel of theCompany with effect from August 09, 2018

A bnef profile and other details as required under the Act,Secretarial Standard-2 and Listing Regulations of thedirectors proposed to be re-appointed is annexed to theNotice convening the AGM

BOARD AND COMMITTEES MEETINGS

The Board meets at regular Intervals to, inter-alia, discussabout the Company's Policies and strategy apart from otherBoard matters The Tentativeannual Calendar of the Boardand CommitteeMeetings is circulated to enablethe Directorsto plan their schedule and to ensure participation in themeetings. The notice for the Board/CommitteesMeetings isalso given In advance to all the Directors.

The details about the Board/Committeemeetings is given atlength in Report on Corporate Governance forming part ofthis Annual Report

DECLARATION BY INDEPENDENTDIRECTORS

All the Independent Director have confirmed to the Boardthat they meet the criteria of Independence as specifiedunder Section 149(6) of the Act and that they qualify to bean Independent Directors pursuant to the Rule 5 of theCompanies (Appointment and Qualification of Directors)Rules, 2014 The Independent Directors have alsoconfirmed that they meet the requirements of 'IndependentDirector' as mentioned under Regulation 16(1) (b) of theListing Regulations

PERFORMANCE EVALUATION

The CompaniesAct, 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 ("theListing Regulations") stipulate the evaluation of theperformance of the Board, its Committees, IndividualDirectors and the Chairperson The Company hasformulated a Policy for performance evaluation of theIndependent Directors, the Board, its Committees and otherindividual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and ExecutiveDirectors. The evaluation framework for assessing theperformance of Directors comprises of various key areassuch as attendance at Board and Committee Meetings,quality of contribution to Board discussions and decisions,strategic insights or inputs regarding future qrowth of theCompany and Its performance, ability to challenge viewsin a constructive manner, knowledge acquired with regardto the Company's business/activities, understanding ofIndustry and global trends, etc

The evaluation Involves self-evaluation by the BoardMember and subsequent assessment by the Board ofDirectors. A member of the Board will not participate in thediscussion of his/her evaluation

Pursuant to the provrsrons of the Companies Act, 2013and Regulation 17 of the Listing Regulations, the Boardhas carried out an annual evaluation of its ownperformance and the Directors individually (IncludingIndependent Directors) as well as the evaluation of theworking of its Committees Feedback was sought by well-defined and structured questionnaires covering variousaspects of the Board's functioning such as adequacy ofthe composition of the Board and its Committees, Boardculture, areas of responsibility, execution and performanceof specmc duties. obligations and governance,compliance,oversight of Company's subsidianes, etc

A separate exercrse was earned out by the Nomination andRemuneration Committee of the Board to evaluate theperformance of individual Directors who were evaluated onseveral parameters such as level of engagement andcontribution. independence of judgment safeguarding the interestof the Company and its minority shareholders and knowledgeacquired with regard to the Company's business/activities.

The performance evaluation of the Non-Independent Directorsand the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of the Chairperson of theCompany was also carried out by the Independent Directors,taking into account the views of the Executive Directors andNon- Executive Directors

The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director beingevaluated Qualitative comments and suggestions of Directorswere taken into consideration by the Chairperson of the Boardand the Chairperson of the Nomination and RemunerationCommittee. The Directors have expressed their satisfaction withthe evaluation process

FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS

In terms of Regulation25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the Companyfamiliarizes the Directors about their roles, rights, responsibilitiesin the Company, nature of the industry in which the Companyoperates, business model of the Company. The details of suchfamilarization programs for Independent Directors have beendisclosed on the website of the Company, the web link for which

Corporate Governance

The Corporate Governance philosophy of the Company is drivenby the interest of stakeholders and business needs of theorganization. The Company continues to be compliant with therequirements of Corporate Governance as enshrined in ListingRegulations In terms of Regulation27 of Listing Regulations,theCorporate Governance Report along with certificate receivedfrom Statutory Auditors of the Company Certifying compliancewith the conditions of Corporate Governance is- annexed asAnnexure "0" forming integral part of this Repcrt.

CORPORATE POLICY

I.

We seek to promote and tollow the highest level of ethicalstandards in our business transactions The SEBI (ListingObligations and Disclosure Requirements} Regulations, 2015mandatedthe formulationof certain policiesfor all listed companiesAll the policies are available on the website of the Company

The Policies are reviewed periodically by the Board and updatedon the basis of need and new Compliance

The Key Policies are as follows:

Nomination and Remuneration Policy

In accordance With the provisions of section 134 (3) (e) of theCompanies Act, 2013 read with Section 178 (4) and Regulation19 of the SEBI (listing Obligations and Disclosure Requirernents)Regulations, 2015, your company has adopted the policy on

--------------------------------------------~~~--------~~~~9-~~~--------------------

_ MOONGIP,l\ CAPITAL FINANCE LIMITED

II.

appointment of Directors and Senior Management andsuccession planning for orderly succession to the Boardand the Senior Management. which inter" alia includes thecriteria for determining qualifications, positive attributesand Independence of directors.

Your company has also adopted policy on remuneration ofDirectors, Key Managerial Personnel and Employees ofthe company In accordance With the provisions of subsection (4) of section 178. The Policy is available on theCompany's website http://www.mongioa.com/files/Oc15147385 POlicY.pdf and the same is as appended as- Annexure "E" and forms part of this report.

Risk Management Policy

Your company has a comprehensive Risk ManagementPolicy In place and laid down a well defined riskmanagement framework to identify, assess and monitorrisks and strengthen controls to mitigate risks Major risksIdentified by the business and functions are systematicallyaddressed through mitigating actions on a continuing basis

At present the company has not identified any element ofrisk which may threaten the business (or) existence of theCompany.

Whistle Blower Policy - Vigil Mechanism

The company promoters ethical behavior in all its businessactivities and has established a vigil mechanism for itsdirectors, employees and stakeholders associated withthe company to report their genuine concerns The VigilMechanism as envisaged in the Companies Act, 2013 andthe Rules prescribed there under and the Listing Regulationis implemented through the Whistle Blower Policy, to providefor adequate safeguards against victimization of personswho use such mechanism and make provision for directaccess to the Chairperson of the Audit Committee

As per the Whistle Blower Policy implemented by theCompany, the Employees, Directors, or any Stakeholdersassociated with the Company are free to report illegal orunethical behavior, actual or suspected fraud or Violationof the Company's Codes of Conduct or CorporateGovernance Policies or any improper activity to the Chairmanof the Audit Committee of the Company or Chairman of theCompany

The Whistle Blower Policy provides for protected disclosureand protection to the Whistle Blower Under the WhistleBlower Policy, the confidentiality of those reportingviolation(s) is protected and they are not subject to anydiscriminatory practices The Whistle Blower Policy hasbeen appropriately communicated within the Company andis available on the Company's website www.mongipa.comand the same is attached herewith as Annexure "F"

III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (CorporateSOCial Responsibility Policy) Rules, 2014 is not applicableas the Company is not covered under the criteria mentionedIn Section 135(1) of the Companies Act, 2013

STATUTORY AUDITORS AND AUDITORS' REPORT

Mis Rajesh K Sachdeva & ASSOCiates, CharteredAccountants have been appointed as Auditors of theCompany to hold the office from the conclusion of the 30thAnnual General Meeting held on September 07 2017 untilthe conclusion of the 35th Annual General Meeting to beheld In year 2023

Further. it is Informed that the Ministry of Corporate Affairs videnotification No. SO. 1833 (E) dated 7th May, 2018 has omittedthe provision related to ratification of the auditor by the membersof the company at the subsequent annual general meetings

However. Mis Rajesh K Sachdeva & Associates. CharteredAccountants had confirmed that they are eligible to continue asStatutory Auditors of the Company to audit the books of accountsof.the Company for the Financial Year ending March 31, 2020and accordingly they will continue to be the Statutory Auditors ofthe Company for Financial Year ending March 31, 2020

The Notes of Accounts referred to in the Auditors' Report areself- explanatory and do not call for any further comments.

INTERNAL AUDITORS

The Company has appointed Mis R. Mahajan & Associates (FirmRegistration Number-0011348N), Chartered Accountants as theirInternal Auditors to carry out the Internal Audit of variousoperational areas of the Company.

SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

The Board of the Directors of the company had appointed MisKuldeep Dahiya & Associates, Company Secretaries(Membership No.: 34404 and C.P.No.:18930) conduct theSecretarial Audit of the company pursuant to the provision ofSection 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014. In accordance with the provisions of sub - section (1) ofSection 204, the Secretarial Audit Report for the financial year2018-19 is appended to this report as Annexure "G"

The same does not contain any qualification, reservation oradverse remark or disclaimer.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE INCOMEI OUTFLOW

As the company is not engaged in the manufacturing activity, theprescribed information regarding compliance of rules relating tothe conversation of Energy and Technology absorption pursuantto section 134 (3) (m) of the Companies Act, 2013, read withRule - 8 (3) of the Companies (Accounts) Rules, 2014 is notprovided. The Company does not have any Foreign ExchangeEarnings and outgo in the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITHRELATED PARTIES

All related party transactions entered at arm's length basis in theordinary course of business were in compliance with theapplicable provisions of the Companies Act, 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 there are no materially significant related party transactionsmade by the company with Promoters, Director or Key ManagerialPersonnel etc. which may have potential conflict with the Interestsof the company at large or which required the approval of theshareholders, accordingly no transaction as being reported Inform AOC-2 in terms of Section 134 of the Companies Act, 2013however the detail of the transactions with the statements inaccordance with the Accounting Standards. The policy on relatedparty transactions as approved by the board is available oncompany's website www.mongipacom.

DETAILS OF PECUNIARY RELATIONSHIPS OR TRANSACTIONSOF THE NON EXECUTIVE INDEPENDENT DIRECTOR Vis-A-VISTHE COMPANY.

There are no pecuniary relationships or transactions of the nonexecutive independent director vis-a-VIs the company for theperiod ending March 31 2019

----------------------------------------~8r-----------------~~~~~~~------------


ADEQUACY OF INTERNAL FINANCIAL CONTROLSYour Company has In place adequate internal financialscontrol with reference to financial statements,commensurate with the size, scale, and complexity of itsoperation to ensure that all assets are safeguarded andprotected against loss from unauthorized use or dispositionand those transactions are authorized recorded andreported correctlyReasonable Financial Controls are operative for all thebusrness activities of the company and no materialweakness in the desrqn or operation of any control wasobservedORDERS PASSED BY THE REGULATORS OR COURTS,IFANYNo significant and material orders were passed by theRegulators, Courts or Tribunals impacting the going concemstatus and Company's Operation in future.DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOM EN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013Your Company is an equal opportunity employer and iscommitted to ensuring that the work environment at all Itslocations IS conducive to fair, safe and harmoniousrelations between employees It strongly believes inupholding the dignity of all its employees, irrespective oftheir gender or seniority. Discrimination and harassment ofany type are strictly prohibitedThe Company has in place appropriate Policy in accordancewith the provisions of the Sexual Harassment of Womenat the Workplace (Prevention, prohibition & Redressal) Act,2013. to prevent sexual harassment of its employees.Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassmentAll employees (permanent, contractual, temporary,trainees) are covered under this policy. The Companyensures that no employee is disadvantaged by way ofgender discriminationThe Company has not received any complaint on sexualharassment during the financial period ended March 31,2019a No of Complaints filed during the financial year: Nilb No. of Complaints disposed off during the financial

year' Nilc No of Complaints Pending at the end of the financial

year Nil.SUBSIDARIES, JOINT VENTURE AND ASSOCIATESThe company does have any subsidiary, joint venture orassociate companyDIRECTOR'S RESPONSIBILITY STATEMENTPursuant to the provisions of Section 134 (3) (c) and 134(5) of the Companies Act, 2013 with respect to Directorsresponsibility statement, the Directors of the companyhereby confirm that·i) In preparation of the annual accounts for the year

ended March 31, 2019, the applicable accountingstandards have been followed along with properexplanation relating to material departures

ii) The Directors had selected such accountingpolicies and applied them consistently and madeJudgments and estimates that are reasonable andprudent so as to give true & fair View of the stateof affairs of the company at the end of financialyear and of the profit & loss of the company forthat period

ill) The directors had taken proper and sutficient care forthe maintenance of adequate accounting records Inaccordance with the provistons of the Companies Act.2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities

iv) Directors had prepared the annual accounts on a goingconcern basis.

v) The Directors had laid down internal financial controlsthe company that are adequate and were operatingeffectively

vi) The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operatingeffectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF).No amount was lying unpaid or unclaimed for a period of sevenyears. Therefore no funds were required to be transferred toInvestor Education and Protection Fund (lEPF)CASH FLOW STATEMENTThe cash flow Statement for year ended March 31, 2019 is inconformity with the provisions of Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 With the Stock Exchanges in India, is annexed herewithDETAILS OF FRAUD, IF ANY REPORTED BY AUDITORS (OTHERTHAN REPORTABLE TO CENTRAL GOVERNMENT)No fraud I misconduct was detected at the time Statutory Auditby Auditors of the Company for the financial year ended onMarch 31, 2019.CEO & CFO CERTIFICATIONCertificate from Ms. Pooja Jain (DIN: 00097037), Whole TimeDirector & Mr. Bharat Kumar, Chief Financial Officer, pursuant toRegulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, for the financial year 2018-19was placed before the Board of Directors of the Company at itsmeeting held on May 18, 2019 and also forms part of Report onCorporate Governance.GREEN INITIATIVEYour Company has taken the initiative of going green andminimizing the impact on the environment. The Company hasbeen circulating the copy of the Annual Report in electronic formatto all those Members whose email address is available withCompany. Your Company would encourage other Members alsoto register themselves for receiving Annual Report in the electronicReport form.ACKNOWLEDGEMENTThe Board expresses' its deepest appreciation and gratitude forthe guidance and cooperation extended to the Company by RBI,statutory authorities and regulators. The Board also thanks thebanks and financial institutions for their timely financial assistantsto the company and helping the company to reach out to customersacross the country. The Board thanks the auditors to the companyfor their guidance. Special thanks are due to the employees ofthe company who contributed their skills, enthusiasm, commitmentand dedication which have over the years helped the companyto earn prominence. The Board is grateful to the shareholders,depositors of the company for their patronage.

For & On behalf of the Board

Sd/-Sanjay Jain

DirectorDIN No. 00096938

Sd/-Pooja Jain

Whole Time DirectorDIN No. 00097037

Place: New DelhiDate: May 18, 2019

----------------------------------------~9r_----------~~~~~~~----------------

- MOONGIPA CAPITAL Flt'-JANCE LIMITED

Annexure AFORM NO. MGT 9

EXTRACT OF ANNUAL RETURNAs on financial year ended on March 31, 2019

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 ON L65993DL1987PLC028669

2 Registration Date July 20, 1987

3 Name of the Company Moongipa Capital Finance Limited

4 Category/Sub-category of the Company Company Limited by shares /Non Government Company

5 Address of the Registered office & Contact Details 18/14 W.E.A Pusa Lane, Karol Bagh, New Delhi-110 005.Telephone: 011-41450121Email id : [email protected]

6. Whether listed company Yes

7 Name, Address & contact details of the Registrar & Skyline Financial Services Private LimitedTransfer Agent, if any D-153/A, 1st Floor,OkhlaIndustriaArea,Phase1, New Delh~110020.

Ph. No.- 011-64732681;011-26812682

E-maIID: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnoverof the company shall be stated)

S. No. Name and Description of main products I services NIC Code of the Product/service % to total turnover of the company

1 Financial Service activities Section K 100%

Division64

Group 649

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

Category-wise Share Holding

Category of Shareholders No of Shares held at the beginning of the No. of Shares held at the beginning of the % Changeyear [As on April 1, 2018] year [As on March 31, 2019] during the

year

Demat Physical Total 'loot Demat Physical Total %ofTotalShares TotalShares

A. Promoters

(1) Indian

a) Individual!HUF 1039250 1039250 34.02 1066484 1066484 34.91 0.89

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

e) Banks / FI

f) Any otherTotal share holding of 1039250 1039250 34.02 1066484 1066484 34.91 089

Promoter (A)

B. Public Shareholding1 Institutions

----------------------------------------------~~r_--------------------Tl~~~~~~-------------

- MOONGIPA CAPITAL FINANCE LIMITED

Category of No of Shares held at the beginning of the No of Shares held at the beginning of the % ChangeShareholders year[As on 01-April-2018j year[As on 31-March-2019] during the

year

Demat Physical Total %of Demat Physical Total %ofTotal Shares Total Shares

a) Mutual Funds

b) Banks I FI

c) Central Govt

d) State Govt(s)

e) Venture Capital Funds

f) Insurance Companies

g) Fils

h) Foreign VentureCapital Funds

i) Others (specify)

Sub-total (B)(1 ):- -2. Non-Institutions

a) Bodies Corp 15119 85650 100769 3.30 5228 85650 90878 2.97 (033)

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders 156199 1400200 1556399 50.95 230137 935800 1165937 38.16 (12.79)holding nominal share capitalupto Rs 1 lakh

ii) Individual shareholders 74181 282900 357081 1169 433300 296900 730200 2392 12.23holding nominal sharecapital in excess ofRs 1 lakh

c) Others (specify)

Non Resident Indians

(HUF) 1301 - 1301 0.04 1301 - 1301 0.04 -Foreign Nationals

Clearing Members

Trusts

Foreign Bodies - 0 R

Sub-total (B)(2):- 246800 1768750 2015550 6598 669966 1318350 1988316 65.07 (091)

Total Public Shareholding 246800 1768750 2015550 65.98 669966 1318350 1988316 65.07 (0.91)(B)=(B)(1)+ (B)(2)

C. Shares held by Custodianfor GDRs & ADRs

Grand Total (A+B+C) 1259550 1795250 3054800 100 1736450 1318350 3054800 100 -

C>-------------------------------------------~,~-------1~~~~~~~------------------

_ ~.~OO"IG'PA, CAPITAL FINANCE L1M!TED

B) Shareholding of Promoter-- - --- - --- -- "--- - -

SN Shareholder;s Shareholding at the beginning of Shareholding at the end of the year 0/; change inName the year (As on 1" April 2018) (As on 31" March 2019) shareholding

during the year

No. of % of total %of Shares No. of % of total %of SharesShares Shares of Pledged 1 Shares Shares of the Pledged 1

the encumbered company encumberedto total to total sharescompany shares

1 SureshChanderJain 139700 4.57 NIL 139700 4.57 NIL NIL

2 SureshChanderJain& Soos 121700 3.98 NIL 121700 3.98 NIL NIL

3 SanjayJain 257450 8.43 NIL 257450 8.43 NIL NIL

4 NirmalJain 143600 4.70 NIL 143600 4.70 NIL NIL

5 RuehlJain 144550 4.73 NIL 144550 4.73 NIL NIL

6 PoojaJain 145500 4.76 NIL 145500 4.76 NIL NIL

7 SanjayJain& SoosHUF 86750 2.84 NIL 113984 3.73 NIL NIL

C) Change in Promoters' Shareholding (please specify, if there is no change)

SN Shareholder;s Name Share holding at the Cumulative Shareholding % change inbeginning of the year during the year shareholding

during the year

No. of % of total shares No. of % of total sharesShares of the Company Shares of the Company

1 SanjayJain & Son HUF 86750 2.84 113984 3.73 0.89

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

S For Each of the Top 10 Share holding at theDate-wise Increase Shareholding at the

N Shareholders beginning of the yearDecrease in Shareholding of end of year 31,t

1st April 2018.top 10 shareholders during March, 2019

the year

No. of % of total Date Purchase No. of % of totalshares shares of (+)1 Sale (-) shares shares of the

he company during the companyyear

1 Pradeep vats 29600 1.11 31/10/2018 (29600) 0 000

2. NaramDat! 21700 0.71 20/10/2018 (21700) 0 0.00

3 Vikas Sharma 29700 0.97 20/10/2018 (29700) 0 0.00

4. RajendraNath Mishra 0 000 14/09/2018 29700 29700 0.97

5. Shivam Gupta 0 0.00 28/12/2018 29700 29700 0.97

6. RajKumarModi 0 000 31/10/2018 29600 29600 0.97

7. Monika 0 000 08/02/2019 28500 28500 0.93

8. Shabista Parveen 0 0.00 14/01/2019 26300 26300 0.86

9. Sonia Saini 0 0.00 17/11/2018 26000 26000 085

10. Deepti Gupta 30006 0.98 30006 30006 0.98

11 Bharat Mehta 10092 033 06/07/2018 200 10292 0.34..

12 Anil 25100 0.82 31/10/2018 (25100) 0 000

13 Ambu] Gupta 0 0.00 31/10/2018 25100 25100 0.82

14 R S Shares & SecuntiesLimited 25050 082 - - 25050 0.82

15 Geeta Devi 25000 0.82 13/10/2018 (25000) 0 0

16 Narairu Devi 25000 0.82 17/11/2018 (25000) 0 0

17 Satish Kumar Dahiya 25000 0.82 25000 082---- _.

18 Sandeep Kumar 25000 0.82 11/2/2018 (25000) 0 0'---- - -----./~ ~."~".--~ riZ~~J )~t, J ,.~~()-

. MOONGIPA CAPITAL FINANCE LIMITED

E) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each Shareholding at the beginning Cumulative Shareholding during

Key Managerial Personnel of the year the Year

No. of % of total No. of % of totalShares Shares of the Shares Shares of the

company company1. SanjayJain 257450 8.43 257450 8.432 PoojaJain 145500 4.76 145500 4.763 Preeti Srivastava NIL NIL NIL NIL4. SaurabhArora (AppointedW.e f May28, 2018) NIL NIL NIL NIL5. Jyoti Mehta (ResignedW.e.f from closure of NIL NIL 9800 0.32

businesshours May28, 2018)6. BharatKumar 18992 0.62 25352 0.837 Kailash (Resignedwe.f. from July 31,2018) NIL NIL NIL NIL8. LakshayDudeja(Appointedw.e.t Aug 09, 2018) NIL NIL NIL NIL

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accnued but not due for payment

Secured Loans Unsecured Deposits Totalexcluding deposits Loans Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 6,088,714 N.A N.A 6,088,714

ii) Interest due but not paid NA NA NA NA

tii) Interest accrued but not due 303,583 N.A. NA 303,583

Total (i+ii+iii) 6,392,297 NA NA 6,392,297

Change in Indebtedness during the financial year

• Addition N.A. N.A. NA NA

• Reduction NA NA NA NA

Net Change N.A NA NA NA

Indebtedness at the end of the financial year

i) Principal Amount 3,122,247 NA NA 3,122,247

ii) Interest due but not paid N.A N.A N.A N.A

iii) Interest accrued but not due 429,470 N.A N.A 429,470

Total (i+ii+iii) 3,551,717 NA NA 3,551,717

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

S No Particulars of Remuneration WholetimeDirector

(Pooja Jain)

1 Gross salary 504,000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option

3 Sweat Equity

4 Cornrnission

as % of profit

others, specify

5 Others, please specify

Total (A) 504,000

Ceiling as per the Act

- -- -----_._---- ---@-

·MOONGIPA. CAPITAL FINA.NCE LIMITED

B. Remuneration to other directors

SN Particulars of Remuneration Name of Directors Total Amount

SanjayJain Preen Saurabh Arora Jyoti MehtaSrivastava

1 Independent Directors N.A NA NA N.A NAFee for attending board committee meetings NA NA NA NA NA.Commission NA NA NA NA NAOthers, please speafy N.A NA NA NA NATolal (1) NA NA N.A. NA NA

2 Other Non-Executive Directors N.A N.A. NA NA NAFee for attending board committee meetings NA NA NA NA N.A.

Commission N.A N.A. N.A. N.A. NAOthers, please specify N.A NA NA NA NATolal (2) N.A. N.A. NA NA N.A.

Tdal (B)=(1+2) N A. NA NA NA N.A.

Talai Ma1aQefia1Remuneration NA N.A. N.A. NA N.A.

O\€l'al Ceiungas per the Act NA NA NA N.A. NA

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGERlWTD

SN Particulars of Remuneration Key Managerial Personnel

CEO CS (Mr. CS (Mr. CFO (Mr. Bharat TotalLakshay Dudeja)" Kailash Kumar)

1 Gross salary

(a) Salay as per pro.iS01Scrntaned in sectial17(1) rJ the Incorne-taxAct, 1961 217,017 107,100 240,000 564,117

(b) Vaue of perquisites u/s 17(2) Income-taxAct. 1961 NA NA N.A.

(c) Profits in lieu rJ salary under section 17(3) Income-taxAct. 1961 NA NA N.A. NA

2 S1lXk Option NA NA NA

3 SWeat EqUity N.A NA NA

4 Commission NA NA N A.

- as % of profit NA N.A. NA

Others, specify .. NA NA NA

5 Others, please specify N.A. NA NA

Tdal 217,017 107,100 240,000 564,117

• Mr. Lakshay Dudeja is appointed as Company Secretary w.eJ August 09, 2018•. Mr. Kailash is resigned as Company Secretary w.e.f. July 31, 2018

VII. PENALTIES I PUNISHMENTI COMPOUNDING OF OFFENCES:

Type Section of the Brief Details of Penalty I Punishment! Authority Appeal made,Companies Act Description Compounding fees imposed [RD/NCLT/COURT] if any (give Details)

A. COMPANYPenalty NA NA NA NA NAPunisbment NA NA N.A. NA NACompounding NA NA NA N.A. N.A.

B. DIRECTORSPenalty N.A N.A NA NA NAPunishment NA N.A NA NA NACompounding NA NA NA NA NAC.OTHEROFFICERSINDEFAULTPenalty NA N.A N.A. NA. NAPurusbrnent NA NA NA NA NACompounding N.A N.A NA A;J!f.{ti. ~~~ NA

14vsr» -"'\"~~I~IVU-)~~~ 1,0~ .••• JI

~ .----


ANNEXUREB 6. Share Capital

MANAGEMENT DISCUSSION AND ANALYSIS

1. Industry Trends and Business Analysis

The activities of Finance and Investment Companies In India have

undergone qualitative changes over the years They have become

prominent In a Wide range of activities By now, there role as

effective financial intermediaries has been well recognized as

they have Inherent ability to take inherent decisions, assume

greater risks, apply innovative marketing strategies and customize

their products and services according to the needs of the clients

In order to have a healthy financial and Investment sectors in a

country like ours, there has to be a sustainable marriage between

the primary lending institutions (Banks and Fils) and the

Intermediaries so that both of them stick to their core competencies

and not to compete with other unnecessarily

2. Opportunities, Threats & Outlook

As the demand for financial services is a derived demand,

developments In the Industrial sector exert a significant Influence

on the business of financial sector. Your company strives to

continually understand the implication to its business of the various

changes, as also effect of altered economic policies and

international developments

3. Risk and Concerns

There are a lot of uncertainties on the Interest front In the economy

and there is the likelihood of the hardening of Interest and the

said situation may create a lot of turmoil in the market

4. Internal control system and their adequacy

The company has adequate internal control systems

commensurate with the Size of the business duly supplemented

With an Internal audit to ensure against any unauthorized use or

disposition of assets

The Internal controls are periodically reviewed by the Audit

Committee to ensure their adequacy and effectiveness

5 Human Resources

Your Company has required manpower to manage ItS acuvnes

keeping In view its emphasis on cost reduction The Company

recognizes the importance of human resources In achrevmq

success In ItS comrnercial pursuits and follows a good man

management pohcy

DUring the year, there was no change In the share capital of

the company.

7. Cautionary statement

Statements in this "Management Discussion and AnalYSIS

Report" describing the Company objectives, projections,

estimates, expectations or predictions may be "forward

looking statements" within the meaning of applicable

securilies laws and regulations Actual results could differ

materially from those expressed or implied. Important factors

that could make a difference to the Company's operations

include global and India demand supply conditions, cyclical

demand and pricing in the Company's principal markets,

changes in Government regulations, tax regimes, and

economic developments within India.

----------------------------------------~15r_------~~1I~~--~~------------------

.~J100f\IGIPA CAPIT A.L I="INANCE LI~J1ITED

MOONGIPA

ANNEXUREC

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 AND RULES OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014

1 The ratio of the remuneration of each Director to the median In the FY 2018-19 - 10% Increase In the remuneration of Msremuneration of the employees of the Company for the financial Pooja Jain (Whole Time Director) and Overall 20% increaseyear, in the remuneration from the last year.

Ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for thefinancial year. 2.09

2 The percentage Increase in the median remuneration of employees 3.8%In the financial year;

3 The number of permanent employees on the rolls of Company, 09 Employees as on March 31, 2019

4 Average percentile Increases already made In the salaries of Avg. Increase In fixed salaries of employees and managerialemployees other than the managerial personnel In the last in the personnel in the Financial Year was based on the result &managerial remuneration and Justification thereof and point out If individual employee's performancethere are any exceptional circumstances for increase in themanagerial remuneration;

5 Affirmation that the remuneration ISas per the remuneration policy Remuneration paid dunnq the year ended March 31,2019 isof the Company as per the Remuneration Policy of the Company.

Annexure D As on March 31, 2019, the total Board strength of theCompany is of Four (4) of which one (1) are Executiveand three (3) Non Executive Directors out of which two(2) are Independent Directors

Meetings of the Board are generally held at theRegistered Office of the Company. The Company heldone (1) Board meeting in each quarter and maximumgap between two (2) consecutive meetings did notexceed one twenty (120) days. During the Financialyear ended March 31, 2019 ("FY 2019"), Six BoardMeeting were held i.e. on April 25,2018, May 28,2018,August 09,2018, November 12,2018, January 31,2019,March 30, 2019

Information provided to the Board

The Directors of the Company are provrded withrelevant information required for taking informeddecisions at the Board/Committee meetings. The Boardmembers are provided with well-structured and agendapapers in advance of the meetings In case where it isnot practicable to forward the document(s) with theagenda papers, the same are circulated before themeeting/placed at the meeting With a view to leveragetechnology and With the perspective of environmentalpreservation, agenda papers are circulated in electronicform

1.

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CORPORATE GOVERANCE

The Corporate Governance philosophy of the Company IS drivenby the Interest of stakeholders and business needs of theorganization. Corporate governance is essential for the growth,profitability and stability of any business Aligning itself to thisphilosophy, the Company has placed Corporate Governance ona high prionty

Your Company's philosophy on Corporate Governance IS toachieve the highest levels of transparency, accountability andequality In all spheres of ItS business activities, operations and inall Its dealing with the shareholders, employees, the governmentand other parties

BOARD OF DIRECTORS2.

The Board of Directors, along With the Committees providesleadership and gUidance to the Company's Management whilediSCharging its fiduciary responsibilities, directs as well asreviews business objectives management strategic plans andrnorutors the performance of the Company

The Company has a professional Board with right mix ofknowledge, skills and expertise with an optimum combination ofExecutive, Non-Executive and Independent Directors Besideshaving financial literacy experience, leadership qualities andthe ability to think strategically the Directors are committed to theCompany and devote adequate time for the meetings, preparationand attendance

--------------------------------------------~16~----------------~~~~~~~~------------


MOONGIPA

gUiding corporate strategy annual budgets and business plans,setting performance objectives monitoring Implementation anccorporate performance and operating controls compliance Withapplicable lawsBoard Composition and categories of Directors, their number ofDirectorships Memberships/ Chairmanship of the Committees ason March 31, 2019, attendance of each Director at the BoardMeetings of the Company held durinq FY 2019 and at the lastAnnual General Meeting ("AGM") of the Company alongwith EquityShare holding of each Director as at March 31 2019 is givenbelow

Director Categoryl No. of Board Attendance

Date of Meetings AttheAGM

Appointment FYear2018-19 Held on

Held Attended September27, 2018

Sa,ayJan Promote(( 6 6 Yes(DIN No Non-EJecubl'O

<XXJ:\B:l6) Deeter1610711989

Poo,aJaon Promoterl 6 6 Yes(DIN No E>ecub",0Xll7037) Diector

1411=15

Preee N~ 6 6 YesS/r.asIao.a hlependent

(DIN No Dlector07Ulf.695) 0811212014

.JyoiMetta Non-Esecutive 6 2 No

(DIN No Irdependent

C6SSffi8J)- Diector28J05/2018

Sa.- Non-EJecub\€ 6 4 YesArora /rdependent(DIN No DeeterC8l<I01ffi)~ 28'0512018

NAME& No, of Details of No of outside No. of

CATEGORY outside Directorships committee shares and

OF THE Director of other positions convertibleDIRECTOR stvpsas Listed held" instruments

at March Entities and Held in31,2019" Category of As As

CompanyDirectorship Member Olairper5O'l

("MSL")

Mr. Sanjay Jain 1 MoOOQlpa Non- 2 0 257450Noo-Execubve Securities E>ecubveDirector Lmibed Director

Ms. Pooja Jain 0 145500_meDirector

MS.Preeti 1 Moongpa hdeperdert2 0

Srivastava SecurrtJes Non-

Irdependent Lrniled E>ecuive

Non-EJecub\€ Director

Director

Ms. Jyoti 0MehtaIndeperomlNon-ExecunveDirector

Mr. Saurabh 0Arora-"/rdeperomlNon--ExecutJ...eDirector

** Ms Jyoti Mehta was resigned as a Director w.e I. close ofbusiness hours May 28, 2018

*' Mr. SaurabhArorawas appointedas a Directorw.e.t. May 28. 2018

• Exclude directorship in Private Companies, section 8Companies & alternate directorships and also MCFL

'Membership of Committee only Includes Audit Committeeand Stakeholders Relationship Committee in Indian PublicLimited companies other than MCFL. Members of the Board of theCompany do not have membership of more than ten Board-levelCommittees or Chairperson of more than five such Committees.

• No Director is related to any other Director on the Board Interms of the definition of 'relative'given under the CompaniesAct, 2013 except Ms Pooja Jain, who is Wife of Mr. SanjayJain.

Separate Meeting of Independent Directors

In compliance with Section 149(8) of Companies Act, 2013and Regulations 25 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, a separatemeeting of the Independent Directors of the Company washeld on February 07, 2019 to review the performance ofNon-Independent Directors, Board as a whole, theChairperson of the Company as well as for assessing thequality, quantity and timeliness of flow of informationbetween the company management and the Board

Familiarsation Programme for Independent Director

The Company has Familiarization Program for IndependentDirectors to familiarize them with regard to their roles, rights,responsibilities in the Company, nature of industry, businessoperations, business model, code of conduct and policiesof the Company etc. The details of such familiarizationprogrammes for Independent Director have been disclosedon the website of the Company, the web link for which is;

3. CODE OF CONDUCT

Company's board has laid down a Code of Conduct for allDirectors and Senior Management Personnel ("Code") ofthe Company All Board Members and Senior ManagementPersonnel have affirmed compliance with the Code ofConduct for Board Members and Senior Managementduringthe financial year 2018-19

During the year, Board modified the Code in its meetingheld on March 30, 2019 (effective from April 01, 2019)The Code of Conduct is available on the Cornpanys website

4. PREVENTIONOFINSIDERTRADING

In accordance with the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations, 2015, theboard of directors has adopted the code of practices andprocedure for fair disclosure of unpublished price sensitiveinformation and the conduct to regulate, monitor and reporttrading by insiders in terms of the said regulations

Thrs code is applicable to all directors/officers/designatedemployees The code ensures the prevention of dealing incompany's shares by persons having access to unpublishedprice sensitive information in relation to company and dunngthe period when the Trading Window is closed

During the year, Board modified the Code of PractJcesandProceduresfor Fair Disclosure of UnpublishedPrice Sensitivetnrornatoo In its meetingheldon March30, 2019 (effectivefromApril 01, 2019) The Cede is a.alcble m the ~y's Websitehttp.llwww.mongipa.com/files/Oaeec95d08 Code MCFL pdt

----------------------------------------~17r---------~~~~~~~------------------

_ MOONGIPA, CA,PITAL FINAI'ICE LIMITED

5. DISCLOSURES

There were no matenally significant related partytransactions that may have potential conflict withthe interests of company at large

There are no non-compliances by the Company onany matter related to capital markets, during the lastthree years There were no penalties, stricturesimposed on the Company by Stock Exchange orSEBI or any statutory authonty, on any matter relatedto capital markets, during the last three years.

III The Company has a Whistle Blower policy and It IShereby affirmed that no personnel have been deniedaccess to the Audit Committee

IV The Company has complied with all the mandatoryrequirements of this SEBI (listing Obligations &Disclosure Requirements) Regulations, 2015. Withregard to adoption of non mandatory requirementsa remuneration committee has been formed todetermine the remuneration of executive Directors

V Investor complaints of non-receipt of dividends, nonreceipt of annual report etc, forwarded by SEBIare periodically resolved and updated into SCORES(SEBI Complaints Redress System) welbsite and nocomplaints is pending during the year under review.

VI Performance Evaluation of Directors, Board andCommittees form part of the Directors report.

•POSTAL BALLOT

6.

During the preceding financial year, no resolution waspassed through postal ballot and presently no resolutionhas been proposed to be passed through postal ballot

The Board has identified the following skillslexpertisel com petencies fundamental for theeffective functioning of the Company which arecurrently available with the Board:

Understanding of Experience and knowledge of the functioning,Industry and operations, growth drivers, business environmentoperations and changing trends in the NBFC Sector

Knowledge of Understanding of the legal ecosystemGovernance and Within which the Company operates andLaw possess knowledge on matters of

regulatory compliance,

Understanding of Experience in financial management andfinance and ItS related aspects of NBFC Sectorrelated aspects

7 COMMITTEE OF THE BOARD

The Board has constituted several Committees of Directorswith adequate delegation of powers to focus effectively onthe issues and ensure expedient resolution of diversematters Each Committee has its own Terms of Referencesetting forth the purpose, goals and responsibilities of theCommittee The Committees of the Board are

• Audit Committee

• Stakeholders Relationship Committee

Nominatron & Remuneration Committee•

(a) AUDIT COMMITTEEThe role and the functions of the Audit Committee are as per thegUidelines set out in the Regulation 18 of the SEBI (listingObligations and Disclosure Requirements) Regulations, 2015 andunder Section 177 of the Companies Act 2013. The Committeeacts as a link between the statutory auditors, internal auditors.and the Board of Directors.Terms of Reference & Functions of the Audit CommitteeThe term of reference of Audit Committee are as per SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015includes such other functions as may be assigned to it by theBoard from time to time. Further, the term of reference of theAudit Committee has been aligned with the requirements of theCompanies Act, 2013.• Recommendation for appointment, remuneration and terms

of appointment of auditors of the CompanyReview and monitor the auditor's independence andperformance, and effectiveness of audit purpose.Examination of the financial statement and the auditor'sreport thereon before submission the board for approval,with particular reference to.a) Matters required to be included in the Director's

Responsibility Statement to be included in theBoard's Report in terms of clause (c) ofsubsection 3 of Section 134 of the CompaniesAct, 2013.Changes, if any in accounting policies andpractices and reason for the same.Major accounting entries involvinq estimatesbased on the exercise of jUdgment bymanagement.Significant adjustments made in the financialstatements arising out of audit findings .Compliance with listing and other legalrequirements relating to financial statement

f) Disclosure of any related party transaction.g) Qualifications in the draft audit reportReview and monitor the auditor's independence andperformance and effectiveness of audit process.Approval on any subsequent modifications oftransactions of the company with related partiesEvaluation of internal financial controls and riskmanagement system.To review the functioning of the Whistle Blowermechanism.

Com positionThe Audit Committee comprised one non executive & two nonexecutive independent directorsDuring the FY 2018 4 (four) meetings of Audit Committee wereheld on May 26, 2018, August 09, 2018, November 12, 2018 andJanuary 31, 2019.The details of meetings held during the year and attendancetherein is as under:

••

b)

c)

d)

e)

••••

Members Designation of the Member Meetings

Held Attemded

Saurabh Arora= Chairman-Independent 4 3Director

Sanjay Jain Member-Non Executive 4 4

Director

Preen Srivastava Member-Independent 4 4

Director

Jyob Mehta* Member-Independent 4 1Director

• Resigned as director & member of the Committee we f close ofbusiness hours May 28, 2018

*A Appomteo as director & member of the Committee w e f May28, 2018

------------------------------------------~1~~-------------7~~~~~------------------


Internal Controls

The Company has appointed a Firm of CharteredAccountants as Internal Auditors to review and report onthe Internal Control Systems of the Company The report ofthe Internal Auditors is reviewed by the Audit Committee

(b) STAKE HOLDERS RELATIONSHIP COMMITTEE.

The Board has constituted Stakeholders RelationshipCommittee in accordance with the provisions of the Sec178 of the Companies Act. 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirernents)Regulations. 2015.

The status of Shareholders' complaints during FY 2019

No of Complaints / Correspondence received NU

No of Complaints resolved to the Satisfaction of Ndshareholders

No of pending at the end Nil

The details of composition of the Committee. dates. and itsmeetings are given below.

During the FY 2019 one meeting of Stakeholder RelationshipCommittee held on January 31, 2019 which was dulyattended by all the Committee members

Composition of the committee with category at the end ofthe year.


Held Attemded

Preeti Srivastava Chairperson-Independent 1 1Director

Sanjay Jain Member-Non Executive 1 1Director

Jyon Mehta' Member-Independent 1 0Director

Saurabh Arora*A Member-Independent 1 1Director

, Resigned as director & member of the Committee w e fclose of business hours May 28. 2018*A Appointed as director & member of the Committee w.eJ

May 28. 2018.In terms of Regulation 6 of Listing Regulations. Mr LakshayDudeja appointed as a Company Secretary w.e f. August09, 2018 is 'Compliance Officer'. who may also becontacted for any matter relating to share transfer/transmissions, non receipt of Annual Reports, etc

(C) NOMINATION AND REMUNERATION COMMITTEEThe Terms of reference of Nomination and RemunerationCommittee ("NRG Committee") inter alia, setting criteria forappointment of Directors/Senior Management including KeyManagerial Personnel and employees of the Company,recommending Appointment & Remuneration Policy to theBoard, performance evaluation of Directors and the Board,Board Diversity etcDUring the FY 2019 one meeting of Nomination andRemuneration Committee was held August 09. 2018 whichwas duly attended by all the Committee membersThe details of composrtion of the Committee, dates, andattendance at ItS meetings are given below

The attendance during the current year is as under:


Held Attemded

Preeti Srivastava Chairperson-I ndependent 1 1Director

Saurabh Arora= Member-Independent 1 1Director

Sanjay Jain Member-Non Executive 1 1Director

Jyoti Mehta* Member-Independent 1 0Director

, Resigned as director & member of the Committee w e f close ofbusiness hours May 28, 2018*A Appointed as director & member of the Committee w e.f May

28, 2018.8. AFFIRMATION AND DISCLOSURES:

a. Compliance with Governance frame workThe Company is in Compliance with all mandatoryrequirements of applicable regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015Disclosure on materially Significant related partytransactions that may have potential conflict withthe interest of the Company at largeAll the transactions entered into with the Related Partiesas defined under the Companies Act 2013 and Regulation23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. Were in the Ordinarycourse of business and on arm length pricing basis anddo not attract the provisions of Section 188 of theCompanies Act, 2013.There were no materially significanttransactions with the related parties during the financialyear which were in conflict with the interest of thecompany Suitable disclosure as required by theAccounting Standards (AS-18) has been made in NoteNo. 23 to the financial statements.Disclosure of Accounting TreatmentIn the preparation of the financial statements, the Companyhas followed the Indian Accounting Standards referredto in Section 133 of the Companies Act, 2013. Thesignificant accounting policies which are consistentlyapplied are set out in the Notes to the financial statementsRisk ManagementThe company has laid down comprehensive RiskAssessment and Minimization procedure which waspresented to the Audit Committee and reviewed by theBoard from time to time. These proceedings are reviewedto ensure that executive management controls riskthrough means of a properly defined from work.SEBI/Stock Exchange ComplianceThe Company has complied with all the requirementsSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. with the Stock Exchanges as well asregulation and guideline issued by SEBI. No penalties orStrictures were imposed by the SEBI, Stock Exchange orany other statutory authority on matters relating to capitalmarket during the last three yearsNon-mandatory requirementsAdoption of non-mandatory requirements of SEBI (listingObligations and Disclosure Requirements) Regulations,2015 IS being reviewed by the Board from time to time

b.

c.

d.

e.

f.

--------------------------------------~\19~------~~~"~'~~----------------------

_ MOONGIPA CAPITAL FINANCE LlMITEO

g. Management Discussion And Analysis Report

Management DIscussion and Analysis Report forthe year under review. as stipulated underRegulation 34 of the SESI (Listing Obligations andDisclosure Requirements) Regulations, 2015 ISpresented in a separate section forming part of theAnnual Report.

9. MEANS OF COMMUNICATION

Quarterly and half yearly Financial results arepublished in the "Money Maker" in English" DainikMahalaxmi Shagyodaya" in Hindi newspapers andthese result are also displayed on the Company'swebsite www.moongioa.com

SSE online portal: The Company promptly submitsall disclosures and communications to SSE on theironhne portal - BSE Corporate Compliance & ListingCentre

III SESI Complaints Redress System (SCORES): acertified web-based complaints redressal systemwhich serves as a centralized database of allcompanies enables uploading of Action TakenReports (ATRs) by the concerned companies anddisplay the status of the action taken by thecompanies on the complaint of investors

IV Website. Comprehensive Information about theCompany, its business and operations and investorrelated information can be viewed at the Company'swebsite. The 'Investor Relations' section serves toinform the investors by providing key and timelyinformation like Financial Results, Annual Reports,Shareholding Pattern etc.

CONSOLIDATED FEES PAIDTO STATUTORY AUDITORS

DUring the Financial Year 2018-19, the total fees of Rs.41,300 is paid by the Company, on a consolidated basis forall services, to Rajesh K. Sachdeva & Associates, StatutoryAuditors of the Company

11. DISCLOSURES AS PER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013

10.

The disclosure regarding the complaints of sexualharassment are given in the Board's Report.

12. GENERAL SHAREHOLDER'S INFORMATION

Annual General Meeting

The Date, Time and Venue of 32nd Annual General Meetingof the Company have been set out in the Notice conveningthe Annual General Meeting

Financial Year

The Company follows April 01 to March 31 as its FinancialYear.

Financial Calendar for FY 2020 (Tentative)

First Quarter Results On or before August 14.2019

Second Quarterl Half Yearly results On or before November 14, 2019

Third Quarter Results On or before February 14, 2020

Fourth Quarter IAudlted Annual Results On or before May 30, 2020

Book Closure date: Monday. August 19, 2019 to ThursdayAugust 22. 2019 (both days inclusive)

Book Closure date: Monday, August 19, 2019 to Thursday.August 22, 2019 (both days inclusive).13. GENERAL BODYMEETINGSDetails of AGMs held during last three (3) years is mentionedbelow:

Fmancral year ended Date & Time Items approved by Special Resokmon

Venue: Shan Farm, Qutub Garh Road. Tatesar Village. Delhi·110081

Time: 10:00 A.M

March 31, 2018 September 27, 2018

March 31, 2017 September 07, 2017 (1) Revision in the remuneration &other benefits of Mrs. Pooja Jain(DIN: 00097037). WholetimeDirector of the Company

(2) Commission to Non-ExecutiveDirector of the Company

March 31,2016 September 22, 2016

listing on Stock Exchange and Stock Code:

The Equity Shares of your Company are listed on SSE Limited.The company has paid the listing fees for the financial years2019-20 to the above said stock exchange.

Name and address of Stock Code (SIN No. of Equity SharesStock Exchange

SSE Limited 530167 INE153K01018Phiroze JeejeebhoyTowers, Dalal Street,Mumbai- 400001

Market Price Date: The High and Low Prices of the shares ofthe company at BSE Ltd, for the year ended March 31, 2019 aregiven below:

Month High (Rs.) Low (Rs.)

April, 2018 9.25 9.00May, 2018 9.00 7.00June, 2018 7.25 6.90July, 2018 7.00 6.20August, 2018 5.92 4.92September, 2018 4.70 4.30October, 2018 4.10 3.90November, 2018 3.75 3.75December, 2018 3.57 3.57January, 2019 3.57 3.57February, 2019 3.45 2.90March, 2019 2.80 280

Nomination Facility:

Shareholders holding shares in physical form and desirous ofsubmitting/changing nomination in respect of their shareholdingin the company may submit Form No. SH-13 (in duplicate) as perthe provisions of the Companies Act, 2013 to the Company'sRegistrar and Transfer Agent.

Share Transfer System: Shares received for transfer by theCompany or its Registrar and Transfer Agent in physical modeare processed and all valid transfers are approved The ShareCertificates Is/are duly transferred and dispatched within a periodof 15 days from the date of receipt.

------------------~~-----~~~~~~-----------

/


Registrar and Transfer Agents:

The Company has appointed a Registrar fordematerialization (Electronic Mode) and physical transferof shares whose detail IS given below'

Skyline Financial Services Private Limited,D-153A, 1st Floor. Okhla Industrial AreaPhase -1 NeIN Deihl -110020Ph No- 011-64732681, 011-26812682E-mail [email protected]

Distribution of the shareholding as on March 31,2019

Range No. of % of No. of % ofShares Shares Shares SharesHolders Holders Holders

1-500 2854 86.67 5153970 16.87

501-1000 186 5.65 1594800 5.22

1001-2000 95 2.88 1467960 4.81

2001-3000 71 2.16 1755930 5.75

3001-4000 10 0.3 348020 1.14

4001-5000 18 0.55 829980 272

5001-10,000 15 0.46 1180000 3.86

1,0000 & 44 1.34 18217340 5964above

Total 3293 100 30548000 100

Categories of Shareholders as on March 31, 2019

Category No. of % ofShares Held Sharesholders

Promoters & Directors 1066484 34.91

Othersttndivrduals/ 1988316 65.09Corporate Bodies)

Dematerialization of shareholding and liquidity:

As on March 31,2019, all equity shares of the Companywere held in dematerialized form except 48 62% equityshares which were in physical form

Designated exclusive e-rnall id:

The Company has desiqnated an e-mail rd"[email protected]" exclusive for Shareholders andInvestors to correspond with the Company.

Address for Correspondence:

The Shareholders may address their cornrnurucation/suggestions/grievances/queries relating to the shares ofthe Company to

The Company Secretary & Compliance Officer

Moongipa Capital Finance Limited

Investors Services

Registered Office.-18/14, W.EA, Pusa Lane, Karol Bagh,New Delhl·110005

Tel No - 011-41450121

E-mail [email protected].

14. REMUNERATION OF DIRECTORS

The Company has In place the policy relating to theremuneration of the Directors KMP and other employeesof the Company

• Executive DirectorThe remuneration of the Executive Directors wasrecommended by the Nomination and RemunerationCommittee and approved by the Board and members, asrequired. Remuneration to the Executive Directors waspaid by way of salary & other benefits

During the year FY 2019 Ms Pooja Jain, WholetimeDirector received remuneration of Rs 504.000 from theCompany

• Non-Executive DirectorNon-Executive Director is not received any salary,benefits, sitting fees & commission etc from theCompany

CEO & CFO CERTIFICATION

In compliance with Regulation 17(8) of SEBI (Listing Obligationsand Disclosures Requirements) Regulations, 2015, Ms. Pooja Jain,Whole Time Director and Mr. Bharat Kumar, Chief Financial Officerof the Company have provided certification on financial reportingand internal controls to the Board for the year ended March 31,2019.CORPORATE GOVERNANCE CERTIFICATE

Certificate from the Auditors MIs Rajesh K. Sachdeva &Associates Chartered Accountant (FRN:006103N) confirmingcompliance with the conditions of Corporate Governance asrequired under Regulation 34 Schedule V of SEBI (ListingObligations and Disclosures Requirements) Regulations, 2015has been attached as Annexure I forming integral part of thisReportCERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

A certificate from MIS. Anjali Yadav & Associates, CompanySecretary in practice has been received stating that none of thedirectors on the Board of the Company have been debarred ordisqualified from being appointed or continuing as directors ofcompanies by SEBIlMinistry of Corporate Affairs or any suchstatutory authority.

Annexure ICOMPLIANCE CERTIFICATE ON CORPORATEGOVERNANCE

The MemberMoongipa Capital Finance Limited18/14 W.E.A Pusa Lane,

Karol Bagh, NeIN Delhi-110 005

We have examined the Compliance of conditions of CorporateGovernance by Moongipa Capital Finance Limited ("the Company"),for the year ended March 31, 2019, as stipulated in CorporateGovernance provisions as contained in Securities Exchange Boardof India (Listing Obligations and Disclosures Requirements)Regulations, 2015 ('Listing Regulations') for the period April 1,2018 to March 31, 2019The Compliance of conditions of corporate governance IS theresponsibility of the management. Our examination was limited toprocedure and implementation thereof, adopted by the Companyfor ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion onthe financial statements of the Company.In our opinion and to the best of our knowledge and according tothe explanations given to us, we certify that the company hascomplied with the conditions of Corporate Governance asstipulated in above mentioned Listing agreementsl ListingRegulations, as applicable.

We further state that such compliance neither an assurance asto the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted theaffairs of the Company

Rajesh K Sachdeva & Associstes

Chartered Accountants(Firm Regn. No. : 019200N)


Sdl-Rajesh Sachdeva

(Partner)M. No. 083757

--------------------------------~~1~---1~~~~~-----------------

_ MOONGIPA ClI..PITAL FII'IAI'ICE LIMITED

ANNEXURE E

Nomination & Remuneration Policy

The company considers human resources as Its Invaluableresources The policy on nomination and remuneration ofdirectors. Key Managerial Personnel (KMPs) and otheremployees have been formulated in terms of the provisronsof the Companies Act, 2013 and the listtng agreement inorder to pay equitable remuneration to the Directors KMPsand employees of the company and to harmonies theaspirations of human resources consistent with the goalsof the company

The Remuneration Committee of Moongipa Capital FinanceLimited ("the Company") consists of Two IndependentDirectors & one Non Executive Director In order to alignwith the provisions of the Companies Act, 2013 and theListing Agreement, the Board renamed the "RemunerationCommittee" as "Nomination and Remuneration Committee"

1. OBJECTIVE

Unless the context otherwise requires. words and expressionsused in this policy and not defined herein but defined in theCompanies Act. 2013 as may be amended from time to time shallhave the meaning respectively assigned to them therein

3. ROLE OF COMMITTEE

3.1. Matters to be deatt with, perused and recommended tothe Board by the Nomination and RemunerationCommittee

The Committee shall:

3.1.1 Formulate the criteria for determining qualifications, positiveattributes and independence of a Director.

3 1.2. Identify persons who are qualified to become Director and personswho may be appointed in Key Managerialand Senior Managementpositions in accordance with the criteria laid down in this policy

3 1 3. Recommend to the Board, appointment and removal of Director,KMP and Senior Management Personnel.

3.2. Policy for appointment and removal of Director. KMP andSenior Management.

3.2.1. Appointment criteria and qualifications

a The Committee shall identify and ascertain the integrity,qualification, expertise and experience of the person forappointment as Director, KMP or at Senior Managementlevel and recommend to the Board hislher appointment.

b. A person should possess adequate qualification,expertise and experience for the position he I she isconsidered for appointment.The Committeehas discretionto decide whether qualification, expertise and experiencepossessed by a person is sufficient I satisfactory forthe concerned position.

c The Company shall not appoint or continue theemployment of any person as Whole-time Director whohas attained the age of seventy years. Provided that theterm of the person holding this position may be extendedbeyond the age of seventy years with the approval ofshareholders by passing a special resolution based onthe explanatorystatement annexed to the notice for suchmotion indicating the justification for extension ofappointment beyond seventy years

3.2.2. Term I Tenure

a) Managing DirectorlWhole-time Director:

The Company shall appoint or re-appoint any person asits Executive Chairman, Managing Director or ExecutiveDirector for a term not exceeding five years at a time. Nore-appointmentshall be made earlier than one year beforethe expiry of term.

Independent Directorb)

An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Companyand will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure ofsuch appointment in the Board's report.

No Independent Director shall hold office for more thantwo consecutive terms of upto maximum of 5 years each,but such Independent Director shall be eligible forappointment after expiry of three years of ceasing tobecome an Independent Director

--------------------------------------------~22r_------------~1.l

1 1

The Nominationand RemunerationCommitteeand this Policyis in compliance with Section 178 of the Companies Act,2013 read along with the applicable rules thereto andRegulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations. 2015.

The Key Objectives of the Committee would be:

To gUide the Board in relation to appointment and removalof Directors, Key Managerial Personnel and SeniorManagement

To evaluate the performance of the members of the Boardand provide necessary report to the Board for furtherevaluation of the Board

To provide to Key Managerial Personnel and SeniorManagement reward linked directly to their effort.performance, dedication and achievement relating to theCompany's operations

To retain, motivate and promote talent and to ensure longterm sustainability of talented managerial persons andcreate competitive advantage.

To devise a policy on Board diversity

To develop a succession plan for the Board and to regularlyreview the plan.

DEFINITION

"Act" means the Companies Act. 2013 and Rules framedthere under, as amended from time to time.

"Board" means Board of Directors of the Company

"Directors" mean Directors of the Company.

"Key Managerial Personnel" means

12

13

14

15

16

2.

21

22.

23

24(I) The Chief Executive Officer or the managing

director or the manager;

The company secretary;

The whole-time director,

The Chief Financial Officer, and

Such other officer as may be prescribed;

(ii)

(IIi)

(iv)

(v)

25 "Senior Management .. means Senior Managementmeans the personnel of the company who are members ofIts core management team excludtng Board of Directorscornpnsinq all members of management one level belowthe executive directors, Including the functional heads


Provided that an Independent Director shall not,during the said penod of three years be appointedIn or be associated With the Company in any othercapacity, either directly or indirectly.

At the time of appointment of Independent DirectorIt should be ensured that number of Boards onwhich such Independent Director serves isrestricted to seven listed companies as anIndependent Director and three listed companiesas an Independent Director In case such person isserving as a Whole-time Directorof a listed companyor such other number as may be prescribed underthe Act.

3.2.3. Evaluation

The Committee shall carry out evaluationof performance ofevery Director, KMP and Senior Management Personnel atregular interval (yearly)

3.2.4. Removal

Due to reasons for any disqualification mentioned in theAct or under any other applicable Act, rules and regulationsthere under, the Committee may recommend, to the BoardWith reasons recorded in writing, removal of a Director,KMP or Senior Management Personnel subject to theprovisions and compliance of the said Act, rules andregulations

3.2.5. Retirement

The Director, KMP and Senior ManagementPersonnel shall .retire as per the applicable provisions of the Act and theprevailing policy of the Company. The Board will have thediscretion to retain the Director, KMP, Senior ManagementPersonnel in the same position/ remuneration or otherwiseeven after attaining the retirement age, for the benefit ofthe Company.

Policy relating to the Remuneration for the Whole-time Director, KMP and Senior ManagementPersonnel

3.3.

33.1 Remuneration to Managing/Whole-time / Executive /ManagingDirector,KMP and SeniorManagementPersonnel:

The Remuneration/ Compensation/ Commission etc. to bepaid to Director / Managing Director etc. shall be governedas per provisions of the Companies Act, 2013 and rulesmade there under or any other enactment for the time beingIn force

332 Remuneration to Non- Executive / Independent Director

The Non-Executive Independent Director may receiveremuneration / compensation commission as per theprovisions of Companies Act, 2013. The amount of sittingfees shall be subject to ceiling/ limits as provided underCompanies Act, 2013 and rules made there under or anyother enactment for the time being in force.

MEMBERSHIP4.

(a) The Committee shall consist of a minimum 3 non-executive directors, majority of them beingIndependent

b) MInimumtwo (2) members shall constitute a quorumfor the Committee meeting.

c) Membership of the Committee shall be disclosed Inthe Annual Report

d) Term of the Committee shall be continued unlessterminated by the Board of Directors

5. CHAIRMAN

6.

a) Chairman of the Committee shall be an IndependentDirector

b) Chairperson of the Company may be appointed as amember of the Committee but shall not be a Chairman ofthe Committee

c) In the absence of the Chairman, the members of theCommittee present at the meeting shall choose oneamongst them to act as Chairman.

d) Chairmanof the Nominationand RemunerationCommitteemeeting could be present at the Annual General Meetingor may nominate some other member to answer theshareholders' queries

FREQUENCYOFMEETINGS

The meetingof the Committeeshall be heldat such regular intervalsas may be required.

COMMITTEE MEMBERS' INTERESTS7.

8.

a) A member of the Committee is not entitled to be presentwhen his or her own remuneration is discussed at ameeting or when his or her performance is beingevaluated.

b) The Committeemay Invitesuch executives,as it considersappropriate, to be present at the

meetingsof the Committee.

SECRETARY

9.

The Company Secretary of the Company shall act as Secretaryof the Committee.

VOTING

a) Matters arising for determination at Committee meetingsshall be decided by a majorityof votesof Memberspresentand voting and any such decision shall for allpurposes be deemed a decision of the Committee.

b) In the case of equality of votes, the Chairman of themeeting will have a casting vote.

NOMINATION DUTIES10.

2.

The duties of the Committee in relation to nomination mattersinclude

Ensuring that there is an appropriate induction & trainingprogramme in place for new Directors and members of SeniorManagement and reviewmq its effectiveness;

Ensuring that on appointment to the Board, Non-ExecutiveDirectors receive a formal letter of appointment in accordancewith the Guidelines provided under the Companies Act, 2013

Identifying and recommending Directors who are to be putforward for retirement by rotation

Determining the appropriate size, diversity and composition ofthe Board;

Setting a formal and transparent procedure for selecting newDirectors for appointment to the Board;

Developing a succession plan for the Board and SeniorManagement and regularly reviewing the plan;

Evaluating the performance of the Board members and SeniorManagement in the context of the Company's performance frombusmess and compliance perspective;

3

4

5.

6

7

8

- MOOI'JGIPA CAPITAL FINANCE LIMITED

9. Makmg recommendations to the Board concerning anymatters relating to the continuation in office of any Directorat any time ncluding the suspension or termination ofservice of an Executive Director as an employee of theCompany subject to the provisron of the law and theirservice contract

10 Delegatingany of its powers to one or more of its membersor the Secretary of the Committee;

11 Recommend any necessary changes to the Board.12 Considerinq any other matters as may be requested by the

Board; and11. REMUNERATIONDUTIES

The duties of the Committee in relation to remunerationmatters include.To consider and determine the RemunerationPolicy, basedon the performance and also bearing in mind that theremuneration is reasonable and sufficient to attract retainand motivatemembers of the Board and such other factorsas the Committeeshall deem appropriateall elementsof theremuneration of the members of the Board

2 To approve the remuneration of the Senior Managementincluding key managerial personnel of the Companymaintaining a balance between fixed and incentive payreflecting short and long term performance Objectivesappropriate to the working of the Company.

3 To delegateany of its powers to one or more of its membersor the Secretary of the Committee.

4 To consider any other matters as may be requested by theBoard;

5 Professronal indemnity and liability Insurance for Directorsand senior management.

12. MINUTES OF COMMITTEE MEETINGProceedingsof all meetings must be minute and signed bythe Chairman of the Committee at the subsequent meeting.Minutes of the Committee meetings will be tabled at thesubsequent Board and Committee meeting.

13 REVIEWANDAMENDMENTThe Nominationand RemunerationCommitteeor the Boardmay review the Policy as and when it deems necessary.The Nomination and Remuneration Committee may issuethe guidelines, procedures, formats, reporting mechanismand manual in supplement and better implementationto this

Policy, if it thinks necessary.Iii This Policymaybeamendedor substituted by the Nomination

and RemunerationCommittee or by the Board as and whenrequired and also by the Compliance Officer where thereis any statutory changes necessitating the change in thepolicy.

ANNEXURE FWHISTLE BLOWER POLICY (VIGIL MECHANISM)In Compliance with the provisions of Section 177 of theAct, The Company promotes ethical behavior in all itsbusiness activities and has put in place a rnecharusrn ofreporting illegal or Unethicalbehavior. The Company has aWhistle Blower Policy (Vigil mechanism) wherein thedirectors and employees are free to report violations oflaws, rules, regulations or unethical conduct, actual orsuspected fraud or Violation of the company's code ofconduct or ethics policy to the nodal officer Theconfidentiality of those reporting violations is maintainedand they are not subjected to any discriminatory practice.The Companywill overseethe mechanism through the AuditCommittee and no personnel have been denied access tothe Audit Committee

ANNEXUREG

Form No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDEDON 31ST MARCH, 2019

[Pursuant to Section 204(1) of the Companies Act. 2013 and

Rule 9 of the Companies (Appointment and Remunerationof

Managerial Personnel) Rules, 2014]

To,

The Members,

Moongipa Capital Finance Limited

18/14, W.EA Pusa Lane,Karol Bagh,

New Delhi -110005

I, Kuldeep Dahiya, Proprietor of Kuldeep Dahiya & Associates,Company Secretaries has conducted the secretarial audit ofthe compliance of applicable statutory provisions and theadherence to good corporate practices by Moongipa CapitalFinance Limited (CIN- L65993DL 1987PLC028669) ("theCompany"). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinionthereon.

Based on my verification of the Company's books, papers,minute books, forms and returns filed and other recordsmaintained by the company and also the information providedby the Company, its officers, agents and authorizedrepresentativesduring the conduct of secretarialaudit, I herebyreport that in my opinion, the company has, during the auditperiod covering the financial year ended on 31st March, 2019complied with the statutory provisions listed hereunder andalso that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the mannerand subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms andreturns filed and other records maintained by the company forthe financial year ended on 31st March, 2019 according to theprovisions of:

1. The Companies Act, 2013 (as amended) ('the Act') and therules made there under;

2 The Securities Contracts (Regulation) Act, 1956 ('SCRA') andthe rules made there under;

3 The DepositoriesAct, 1996 and the Regulations (as amended)and Bye-laws framed there under;

4. Foreign Exchange Management Act, 1999 and the rules andregulations made under that Act to the extent applicable toOverseas Direct Investment (001) - Not applicable to theCompany during the audit period.

5 The following Regulationsand Guidelines prescribed under theSecurities and Exchange Board of India Act, 1992 (,SEBIAct')

(a) The Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers)Regulations, 2011

(b) The Securities and ExchangeBoardof India (prohibitionof Insider Trading) Regulations, 2015 (as amended).

(c) The Securities and Exchange Board of India (Issue ofCapital and Disclosure Requirements) Regulations,2009(as amended)- Not applicable to the Companyduring the Audit Period;

----------------------------------------~~r-------------~~~7.r~~~--------------


(d)

(e)

The Securities and Exchange Board of India(Share Based Employee Benefits) Regulations2014 (as amended) ) - Not applicable to theCompany during the Audit Period;

The Secunuesand ExchangeBoard of India (Issueand Listing of Debt Securities) (Amendment)RegulatJons, 2008-Not applicable to theCompany during the Audit Period

The Securities and Exchange Board of India(Registrars to an Issue and Share TransferAgents) Regulations, 1993 regarding theCompanies Act and dealing with client.

The Securities and Exchange Board of India(Dehstmqof Equity Shares) Regulations,2009 (asamended)- Not applicable to the Companyduring the Audit Period.

The Securities and Exchange Board of India(Buyback of Securities) Regulations, 1998- Notapplicable to the Company during the AuditPeriod.

(f)

(g)

(h)

(i) The Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements)Regulations, 2015.

6 I further report that after considering to the compliancesystem prevailing in the company and after carrying outtest check of the relevantrecord and documents maintainedby the company, it has complied with the following otherlaws that are applicable specifically to the company-

(a) Reserve Bank of India Act, 1934 and Its circulars,Master Circulars, Notifications and its Directionsas prescribed form NBFC

(b) Non Banking Financial Companies (Non-DepositAccepting or Holding) Prudential Norms (ReserveBank) Directions, 2007

(c) Non Banking Financial Companies - CorporateGovernance (Reserve Bank) Directions, 2007

I have also examined compliance With the applicableclauses of the following:

Secretarial Standards issued by TheInstitute of Company Secretaries of India

During the audit period under review, the Company hascompliedWiththe provisionsof the Act, Rules, Regulabons,Guidelines, Standards, etc mentioned above

I further report that:

The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors The changes in thecompositionof tre Boardof Directorsthat took place duringthe audit period were carried out in compliance with theprovisions of the Act

Adequate notice IS given to all directors to schedule theBoard Meetings, agenda and detailed notes on agendawere sent at least seven days in advance to all theDirectors, and a system exists for seeking and obtainingfurther Information and clarifications on the agenda itemsbefore the meeting and for meaningful partictpationat themeetJng

All decisionsat the Board Meetingsand CommitteeMeetingswereearned out unanimouslyas recorded In the Minutes of the Boardof Directors or Committeeof the Board. as the case may be

I further report that, based on the review of the compliancereports and the certificates of the Company Executive taken onrecord by the Board of Directors of the Company, in my opiruonthere are adequate systems and processes in the companycommensurate with the size and operations of the company tomonitor and ensure compliance with applicable laws, rules,regulations and guidelines.

I further report that:

I further report that during the audit period:

a Ms Jyoti Mehta (DIN: 06859880), Independentdirector ofthe company resigned from the directorship of thecompany and Mr. Saurabh Arora (DIN; 08040166),independent director was appointed as independentdirector of the companywith effect from 28th May, 2018.

b Bombay Stock Exchange has sought clarification fromthe company in respect of the shareholding pattern forthe quarter ended 30th June, 2018 In this respect, I havebeen informed by the company, that necessaryclarification has been given to the Stock Exchange andthe same has been recorded by the Stock Exchange.

Mr. Kailash Rawathas resignedfrom the post of CompanySecretary and Compliance Officer with effect from 31stJuly, 2018 and Mr. Lakshay Dudeja was appointed asCompany Secretary and Compliance Officer with effectfrom 09th August, 2018.

c

Thrs Report is to be read with my letter of even datewhich is annexed as Annexure 1 and forms an integralpart of this Report.

For Kuldeep Oahiya & Associates

Kuldeep OahiyaProprietor

ACS No.: 34404C P No.: 18930


_ MOONGIPA CAPITAL FIN,ANCE LIMITED

Annexure A

To.

The Members,Moongipa Capital Finance Limited18/14, WE A Pusa Lane,Karol BaghNew Deihl -110005

My report of even date IS to be read along with this letter

Maintenance of secretarial record and other laws recordslcompliance IS the responsibility of the management of theCompany. My responsibility is to express an opinion onthese secretarial records based on my audit.

2 I have followed the audit practices and process as wereappropriate to obtain reasonable assurance about thecorrectness of the Secretarial records The verificationwas done on test check basis to ensure that correct factsare reflected in Secretarial records I believe that theprocess and practices, we followed provide a reasonablebasis of our opinion

3 I have not verified the correctness and appropriateness offinancial records, Cost Records and Books of Accounts ofthe Company

4 Where ever required, I have obtained the Managementrepresentation about the compliance of laws, rules andregulations and happening of events

5 The Compliance of the provisions of Corporate and otherapplicable laws, rules, regulations, standards is theresponsibility of management. My examination was limitedto the verification of procedure on test check baSIS.

6 The Secretarial Audit report IS neither an assurance as tothe future viability of the Company nor of the efficacy oreffectiveness with which the management has conductedthe affairs of the Company

For Kuldeep Dahiya & Associates

Sd/-Kuldeep DahiyaProprietor

ACS No.: 34404CP No.: 18930


INDEPENDENT AUDITOR'S REPORTTO THE MEMBERS OF MOONGIPA CAPITAL FINANCELIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements ofMOONGIPA CAPITAL FINANCE LIMITED ("the Company")which comprise the Balance Sheet as at 31st March, 2019, theStatement of Profit and Loss and the Cash Flow Statement forthe year ended, and a summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act, 2013 ("theAct") with respect to the preparation of these financialstatements that give a true and fair view of the financial position,financial performance and cash flows of the Company inaccordance with the accounting principles generally acceptedin India, including Accounting Standard prescribed under section133 of the Act read with rules made thereunder.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.Auditor's Responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standardsand matters which are required to be included in the auditreport under the provisions of the Act and the Rules madethere under and the Order under section 143 (11) of the Act.

We conducted our audit of the financial statements inaccordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.An audit Involves performing procedures to obtain auditevidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on theauditor's judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether dueto fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company'spreparation of the financial statements that give a true and fairview in order to design audit procedures that are appropriatein the circumstances An audit also includes evaluating theappropriateness of the accounting policies used and thereasonableness of the accounting estimates made by theCompany's Directors, as well as evaluating the overallpresentation of the financial statements We believe that theaudit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the financialstatements.OpinionIn our opinion and to the best of our Information and accordingto the explanations given to us, the aforesaid financialstatements give the information required by the Act in the mannerso required and give a true and fair view In conformity with theaccounting principles generally accepted In India, of the stateof affairs of the Company as at 31st March, 2019, its loss andIts cash flows for the year ended on that date

------------------------------------------~26~----------~9.


Report on Other Legal and RegulatoryRequirements

As required by Section 143 (3) of the Act, we report that

a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit

b) In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those books

c) The Balance Sheet, the Statement of Profit andLoss, and the Cash Flow Statement dealt with bythis Report are in agreement with the books ofaccount

d) In our opiruon, the aforesaid financial statementscomply With Accounting Standards prescribedunder section 133 of the Act, as applicable

e) On the baSIS of the written representationsreceived from the directors as on 31st March,2019 taken on record by the Board of Directors,none of the directors is disqualified as on 31stMarch, 2019 from being appointed as a director Interms of Section 164 (2) of the Act

f) With respect to the adequacy of the internalfinancial controls over financial reporting of theCompany and the operating effectiveness of suchcontrols, refer to our separate Report in "AnnexureA" Our report expresses an unmodified opinionon the adequacy and operating effectiveness ofthe Company's internal financial controls overfinancial reporting

g) With respect to the other matters to be Included Inthe Auditor's Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our informationand according to the explanations given to us:

The Company has disclosed the Impact ofpending litigations on its financial positionin its financial statements,

The Company has made provision. asrequired under the applicable law oraccounting standards, for materialforeseeable losses, if any, on long-term contracts including derivativecontracts;

iii Delay in transferring amounts, required tobe transferred, to the Investor Educationand Protection Fund by the company

2 As required by the Companies (Auditor'S Report) Order,2016 ("the Order") ISSUedby the Central Govemment interms of Section 143(11) of the Act, we give in "AnnexureB" a statement on the matters specified in paragraphS 3and 4 of the Order

For Rajesh K. Sachdeva AssociatesChartered AccountantsFirm Reg. No.- 019200N

Sd/-Rajesh SachdevaPartnerM. No.:- 083757

Date:- 18.05.2019Place'- New Delhi

ANNEXURE A TO THE INDEPENDENTAUDITOR'S REPORT OFEVENDATE ONTHE FINANCIAL STATEMENTS OF MOONGIPACAPITAL FINANCE LIMITEDReport on the Internal Financial Controls under Clause (i)of Sub-section 3 of Section 143 of the Companies Act,2013 ("'the Act'·)We have audited the internal financial controls over financialreporting of MOONGIPA CAPITAL FINANCE LIMITED ("theCompany") as of March 31, 2019 in conjunction with our audit ofthe financial statements of the Company for the year ended onthat dateManagement's Responsibility for Internal FinancialControlsThe Company's management is responsible for establishing andmaintaining internal financial controls basedon "the internalcontrolover financial reporting criteria established by the Companyconsidering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of CharteredAccountants of India" These responsibilities include the design,implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderlyand efficient conduct of its business, including adherence tocompany's policies, the safeguarding of its assets, the preventionand detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timelypreparation of reliable financial information, as required underthe Companies Act, 2013.Auditors' ResponsibilityOur responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on ouraudit We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable toan audit of intemal financial controls, both applicable to an auditof Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and theGuidance 168 Note require that we comply With ethicalrequirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controlsover financial reporting was established and maintained and ifsuch controls operated effectively in all material respects. Ouraudit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness. Our audit ofinternal financial controls over financial reporting includedobtaining an understanding of internal financial controls overfinancial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk.The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error We believethat the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on theCornpany's internal financial controls system over financialreporting.Meaning of Internal Financial Controls over FinancialReportingA company's Internal financial control over financial reporting ISa process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparationof financialstatements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financialcontrol over financial reporting includes those policies andprocedures that (1) pertain to the maintenanceof records that In

------------------------------------------~~7r-------~~~~~--------------------------

_ MOONGIPA CAPITAL FINAr',ICE LIMITED

reasonable detan accurately and fairly reflect thetransactions and orspositrons of the assets of the company,(2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financialstatements In accordance with generally acceptedaccounting principles and that receipts and expendituresof the company are being made only In accordance Withauthorizations of management and directors of thecompany; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition,use, or disposition of the company's assets that couldhave a material effect on the financial statements

Inherent Limitations of Internal Financial ControlsOver Financial Reporting

Because of the inherent limitations of Internal financialcontrols over financial reporting, including the possibility ofcollusion or Improper management override of controls,material misstatements due to error or fraud may occurand not be detected Also, projections of any evaluation ofthe internal financial controls over financial reporting tofuture periods are subject to the risk that the internalfinancial control over financial reporting may becomeinadequate because of changes In conditions, or that thedegree of compliance with the policies or procedures maydeteriorate.

Opinion

In our opinion, the Company has, In all material respects, anadequate internal financial controls system over financialreporting and such internal financial controls over financialreporting were operating effectively as on March 31, 2019,based on "the internal control over financial reporting criteriaestablished by the Company considering the essentialcomponents of internal control stated in the Guidance Noteon Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountantsof India"

For Rajesh K. Sachdeva & AssociatesChartered AccountantsFirm Reg. No.- 019200N


Date:- 18.05.2019Place:- New Delhi

(I)

ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORTTO THE MEMBERS OF MOONGIPA CAPITAL FINANCELIMITED ON THE FINANCIAL STATEMENTS FOR THEYEAR ENDED MARCH 31. 2019. WE REPORT THAT:

(a) The Company has maintained proper recordsshOWing full particulars including quantitative detailsand situation of fixed assets

(b) The fixed assets have been physically verified bythe management at reasonable intervals and nomaterial discrepancies were noticed on suchverification

The company does not hold any Immovableproperties

(c)

(II) The company IS a loan company Therefore It does not keepany Inventory

(III The company has not granted unsecured loan to companies,firms, Limited Liability Partnerships or other parties covered inthe register maintained under section 189 of the CompaniesAct, 2013

(iv) The company has not granted loans or made Investments,guarantees, and security where provisions of section 185 and186 of the Companies Act, 2013 need to be complied with.

(v) The company has not accepted any deposits. Thereforecompliance of Section 73 to 76 of Companies Act 2013 is notrequired.

(vi) The company is not required to maintain cost records specifiedby the Central Government under sub-section (1) of section148 of the Companies Act, 2013.

(vii) (a) The company is regular in depositing undisputedstatutory dues including provident fund, employees'state insurance, income-tax, sales-tax, service tax, dutyof customs, duty of excise, value added tax, cess andany other statutory dues to the appropriate authorities.

(b) There are no dues of income tax or sales tax or servicetax or duty of customs or duty of excise or value addedtax have not been deposited on account of any dispute

(viii) The company has not defaulted in repayment of loans orborrowing to a financial institution, bank, Government or duesto debenture holders.

(ix) The company has not raised moneys by way of initial publicoffer or further public offer (including debt instruments) andterm loans were applied for the purposes for which those areraised.

(x) According to the information and explanations given to us, nomaterial fraud on or by the Company has been noticed or reportedduring the course of our audit

(xi) The company has paid managerial remuneration, in accordancewith the requisite approvals mandated by the provisions ofsection 197 of Companies Act 2013

(xii) The company is not a Nidhi Company, therefore compliance ofNidhi Rules, 2014 is not applicable.

(xiii) All transactions with the related parties are in compliance withsections 177 and 188 of Companies Act, 2013

(xiv) The company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debenturesduring the year under review.

(xv) The company has not entered into any non-cash transactionswith directors or persons connected with him and has compliedwith the provisions of section 192 of Companies Act, 2013.

(xvi) The company is registered under section 45-IA of the ReserveBank of India Act, 1934.

For Rajesh K. Sachdeva & AssociatesChartered AccountantsFirm Reg. No.- 019200N


Date:- 18.05.2019Ptace» New Delhi

---------------------------------------------4~r---------------~~~9---~


Balance Sheet as at 31st March. 2019 Statement of Profit and Loss for theperiod ended 31st March. 2019

Amount Rs

Sd~ Sd~Lakshay Dudeja Bharat Kumar

Cllropatly SP.cr2t.iMY Cbejj FM.an.clal Place: New Delhi

__________________ M__.N_O_._:_A_5_6_o_2_5 0_f_fi_c_e_r --iD

::r:_1~8~-0~5~-~20~1~9~~~~~~~r--------------------------

Amount Rs

Particulars Note As at 31st As at 31stNo. March 2019 March 2018

EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 1 30,548,000 30,548.000

(b) Reserves and Surplus 2 15,070,228 14,196,083

45,618,228 44,744,083

Non-Current Liabilities

(a) Long-term Provisions 3 80,321 79,653

80,321 79,653

Current Liabilities

(a) Short-term Borrowmqs 4 3,122,247 6,088714

(b) Other Current Llabilibes 5 306156 86.600

(c) Short-term Provisrons 6 181,357 106,773

3,609,761 6,282,087

TOTAL 49,308,310 51,105,823

ASSETS

Non-Current Assets

(a) Fixed Assets

(i) TangibleAssets 7 287247 378,738

(b) Non-currentInvestments 8 17,693,304 16,490,445

(c) DeferredTaxAssets(Net) 9 117,837 122,862

(d) Long-term Loans 10 4,209,592 5,942,697and Advances

(e) Other Non CurrentAsset 11 15,192,274 15,655,000

TOTAL 37,500,255 38,589,743Current Assets

(a)ShortTermLoan & AdvalCeS 12 6,185,442 6.885,604

(b) Cash and Cash 13 1,471,305 2,434,542Equivalents

(c) Other Current Assets 14 4,151,308 3,195,93411,808,054 12,516,080

TOTAL 49,308,310 51,105,823Significant Accounting 20Policies & Notes toAccounts

In terms of our report attached.For Rajesh K. Sachdeva & AssociatesChartered AccountantsFirm Regn No. 019200N

For and on behalf of the Board of Directors

SdJ-Rajesh SachdevaPartnerM No. 083757

SdJ-Sanjay Jain

DirectorDIN: 00096938

SdJ-Pooja Jain

Whole Time DirectorDIN: 00097037

Place: New DelhiDate: 18-05-2019

Particulars Note As at 31st As at 31stNo. March 2019 March 2018

Revenue from Operations 15 7.082.681 6726.644

Other Income 16 1,706,714 3,847,756

Total revenue (1+2) 8,789,395 10,574,400

Expenses

(a) Employee Benefits Expense 17 3,292,400 3,005,200(b) Finance Cost 18 429,470 303,583(c) Depreciation and Amortisation 7 113,491 167,510

Expense

(d) Other Expenses 19 3,523.905 2,588,105

Total Expenses 7,359,265 6,064,398

Profit 1 (Loss) before 1,430,130 4,510,002exceptional and

extraordinary Items & Tax

Less Tax Expense:

(a) Current Tax Expense 535,859 932,925(b) Deferred Tax 5,025 12,822(c) Tax Paid Earlier Years 15,100 -

555,984 945,747Profit / (Loss) for the year 874,146 3,564,255

Earnings per share

(of Rs. 10/- each):

(a) Basic 0.29 1 17(b) Diluted 0.29 1 17Significant Accounting 20Policies & Notes to Accounts

For Rajesh K. Sachdeva & AssociatesChartered AccountantsFirm Regn No. 019200N


SdJ-Rajesh SachdevaPartn erM.No. 083757

SdJ-Sanjay Jain


Sd/-Pooja Jain


SdJ-Lakshay Dudeja

Company SecretaryM.No. ; A56D25

Sd/-Bharat Kumar

Cheif FinancialOfficer

_MOONGIPACAPITAL FINANCE LIMITED

Note 1 Share CapitalNotes Forming Part of Financial Statements As at 31st March, 2019

Particulars As at 31 March, 2019 As at 31 March, 2018

Number of shares Amount Number of shares Amount

(a) Authorised 4,000,000 40,000,000.00 4,000,000 40,000,000.00

Equity shares of Rs 10 each with voting rights

(b) Issued, Subscribed and fully paid up 3,054,800 30,548,00000 3,054,800 30,548,000.00

Equity shares of RS.10 each with voting rights

Total 3,054,800 30,548,000.00 3,054,800 30,548,000.00

Refer Notes (i) to (u) below

Reconciliation of Number of Shares at the End & at the Beginning of the Year


Number of shares Amount Number of shares Amount

Opening Balance 3,054,800 30,548,000.00 3,054,800 30,548,000.00

Add. Fresh Issue - - - -

Less: Buy Back of Shares - - - -

Closing Balance of Shares 3,054,800 30,548,000.00 3,054,800 30,548,000.00

Total 3,054,800 30,548,000,00 3,054,800 30,548,000.00

Details of Shareholders holding More than 5% of Shares

As at 31 March, 2019 As at 31 March, 2018Name of Share Holder

Number of shares % of Holding Number of shares % of Holding

Saruay Jain 257,450 8.43% 257,450 8.43%

Total 257,450 8.43% 257,450 8.43%

Datails of Shares for the period of Five Years immedietaley preceeding the date of balance sheet

PARTICULARS 2018·19 2017·18 2016·17 2015·16 2014·15

(i) Shares allotted as fully paid up pursuant to contract . · · · ·Without payment being received In cash

(ii) Shares allotted fully paid up by the way of bonus shares · · · ·(ill) Shares bought back . · · · ·

--------------------------------~~r-----------------------------------


Note 2: Reserves and Surplus Note 3: Long Term Provisions

Particulars As at 31st As at 31stMarch 2019 March 2018

Rs. Rs.

Statutory Reserve U/S 45 IC ofReserve Bank of lndra Act,1934As per last balance sheet 2,839,217 -Add. Transferred from Profit & 174,829 2,839,217Loss account

3,014,046 2,839,217Surplus I (Deficit) In StatementofProfit and LossOpening balance 11,356,866 10,631,828Add Profit I (Loss) for the year 8,74,146 3,564,255Less . AppropriationsStatutory Reserve U/S 45 IC of 174,829 2,839.217Reserve Bank of India Act,1934

12,056,183 11,356,866Closing balance 12,056,183 11,356,866

Total 15,070,228 14,196,083

Note 5: Other Current Liabilities


Rs. Rs.

(Expenses Payable 306,156 86,600

Total 306,156 86,600

Note 7: Fixed Assets


Rs. Rs.

Provrsion for Gratuity 70,000 65,000Provision for Standard Assets 10,321 14,653

Total 80,321 79,653

Note 4: Short-term Borrowings


Rs. Rs.

(a) Loans repayable on demand

From banks

Secured (Over Draft Account)

(Against pledge of 6xed deposits) 3,122,247 6,088,714

Total 3,122,247 6,088,714

Note 6: Short-term Provisions


Rs. Rs.

Provision for Income Tax 165,894 88,457Provision for Standard Assets 15,463 18,316Total 181,357 106,773

Amount Rs.

A. Trangible assets Gross Block Accumulated Depreciation Net Block

Balance Addl- Dispo- Balance As at For the On As at As at As atas at tions sa Is as at 1 April, Year Disp- 31 March,· 31 March, 31 March,

1 April, 31 March, 2018 osal 2019 2019 20182018 2019

(a) Furruture and 213,121 - 213,121 183,741 6,465 - 190,206 22,915 29,380

FIxtures

(b) Vehicles 1.896,750 1,896,750 1,651,637 71,892 1,723,529 173,221 245,113

(c) Ofnce equipment 714,181 22,000 - 736 181 623,071 34,237 - 657,308 78,873 91.110

(d) Computer 422,169 - 422,169 409,034 897 409,931 12,238 13,135

Total 3,246,221 22,000 3,268,221 2,867,483 113,491 - 2,980,974 287,247 378,738

Previous year 3,206,422 39,799 3,246,221 2,699,974 167,510 2,867,483 378,738 506,449

~ s,...~'!-\.31 (1•.(r~.)~~

\. I .•. ~.C)o~ -a-

__ MOONGIPA CAPITAL FINANCE LIMITED

Note 8:Non-Current Investments


Investment in Equity InstrumentsUn-Quoted Investments -

SMC GLOBAl SECURITIES LTO39,000 Equity Shares (P.Y 3,9000 Equity Shares @ Rs 21- Each) 39,000 39,000

Quoted Investments

Aditya Birla Capital ltd.2027 Equity Shares (PY. 1518 Equity Shares) of Rs. 101- Each 285,085 243,343

Almondz Global Securities ltd9716 Equity Shares of Rs. 6/- Each 353,916 0

ANG Industries ltd.3,009 Equity Shares (P Y. 3,009 Equity Shares) of Rs 101- Each 143,770 143,770

Arvmd Smartspaces ltd.609 Equity Shares (P.Y 659 Equity Shares) of Rs. 101- Each 80,937 88,021

Ashiana Housing & Finance India ltd359 Equity Shares (P Y. 359 Equity Shares) of Rs. 2/- Each 59,780 59,780

Asian Hotels North Limited1043 Equity Shares (PY. 1043 Equity Shares) of Rs 101- Each 126,383 126,383

Astra Microwave Products ltd.309 Equity Shares (P.Y 309 Equity Shares) of Rs 21- Each 40,206 40,206

Atul Auto Ltd.109 Equity Shares (P Y. 109 Equity Shares) of Rs. 5/- Each 46,212 46,212

Baja] Consumer Care ltd109 Equity Shares of Rs. 1/- Each 48,022 0

Baja] Finance ltd5 Equity Shares of Rs. 21- Each 10,630 0

Bank of India200 Equity Shares (P.Y 200 Equity Shares ) of Rs. 101- Each 17,781 17,781

BF Utilities Ltd409 Equity Shares (P.Y. 409 Equity Shares) of Rs. 5/- Each 167,169 167,169

BGR Energy Systems Ltd.209 Equity Shares (P Y. 209 Equity Shares) of Rs. 101- Each 31,067 31,067

Capacit'e lnfraprorects ltd509 Equity Shares (P Y 509 Equity Shares) of Rs 101- Each 177,602 177,602

Central Bank of India509 Equity Shares (PY. 509 Equity Shares) of Rs. 101- Each 43,193 43,193

Central Depository Services Ltd409 Equity Shares of Rs 101- Each 114,098 0

DCMLtd.9628 Equity Shares (P Y 2399 Equity Shares ) of Rs 101- Each 732,202 206,518

Diamond Power Infrastructure ltd2018 Equity Shares (P.Y 2018 Equity Shares) of Rs 101- Each 53,829 53,829

DLF Ltd209 Equity Shares (P.Y 209 Equity Shares) of Rs. 21- Each 37,844 37,844

Edelweiss Financial Services Ltd759 Equity Shares (P Y. 609 Equity Shares) of Rs 1/- Each 203,378 172,703

Empee Drsnllenes Ltd200 Equity Shares (P Y 200 Equity Shares) of Rs 10/- Each 9,225 9.225

Federal Bank Ltd1818 Equity Shares (P Y 1818 Equity Shares) of Rs 21 Each 139,179 139,179

----------------------------------------432~------------~~~~~----------------

. MOONGIPA CAPITAL FINANCE LIMITED

Grasim Industries Ltd200 Equity Shares (P Y 200 Equity Shares) of Rs. 2/- Each

GTN Industries Ltd10,009 Equity Shares (P Y 10,009 Equity Shares) of Rs 10/- Each

Gulshan Polyols Ltd509 Equity Shares (P Y 509 Equity Shares) of Rs 1/- Each

Hamson Malayalam Ltd1009 Equity Shares of Rs 10/- Each

HCL Infosystems Ltd3236 Equity Shares (P.Y 3236 Equity Shares) of Rs 2/- Each

HDFC LId11 Equity Shares of Rs 2/- Each

Hero Motocorp Limited20 Equity Shares of Rs 2/- Each

Hinduia Global Solution Ltd109 Equity Shares of Rs 101- Each

HT Media Ltd909 Equity Shares (P Y 909 EqUity Shares) of Rs. 2/- Each

IDFC Bank Ltd3500 Equity Shares (P Y 2500 Equity Shares) of Rs 101- Each

IFCI Ltd.5,000 Equity Shares ( P Y 5,000 EqUity Shares) of Rs 101- Each

IIFL Holdings Limited695 Equity Shares of Rs 2/- Each

IL&FS Engineering & Construction1009 Equity Shares (P Y 1009 Equity Shares) of Rs 101- Each

India Tounsm Dev Corp509 Equity Shares (P.Y 509 Equrty Shares) of Rs 10/- Each

lndraoulls HOUSingFinance Ltd37 Equity Shares of Rs 2/- Each

Indian Hotels Company Ltd.242 Equity Shares (P Y 509 Eqtnty Shares) of Rs 1/- Each

Indo National Limited50 Equity Shares (P Y 50 Equity Shares) of Rs 10/- Each

Jaiprakash Associates Ltd11509 Equity Shares (P.Y 11509 Equity Shares) of Rs 2/- Each

Jammu & Kashmir Bank LTd1518 Equity Shares (P Y 1009 Equity Shares) of Rs 1/- Each

Jay Bharat Maruti Ltd200 Equity Shares of Rs 5/- Each

Jenson & Nichoson (India) Ltd509 Equity Shares (P Y 509 Equity Shares) of Rs 2/- Each

Jet Airways Ltd509 Equity Shares (P Y 509 Equity Shares) of Rs 10/- Each

JK Tyre & Industries Ltd818 Eqinty Shares of Rs 2/- Each

Klrlosker Electric Company Ltd2509 Equity Shares (P Y 2509 Equity Shares) of Rs 101- Each

Kohmoor Foods limited1024 Equity Shares of (P Y 1024 Equity Shares) Rs. 101- Each

Kotak Mahmdra Bank Ltd100 EqUity Shares (P Y 200 EqUity Shares) of Rs 5/- Each

KSB Pumps Ltd159 EqUity Shares (P Y 229 Equity Shares) of Rs. 101- Each

237.628

168,010

103,814

152,910

179,184

108,946

230,175

137,748

218,150

342,908

130,384

116,116

107,361

37,725

159,131

37,725

237,628

168,010

152,910

20,426

61,401

70,807

81,621

139,581

108,946

56,271

137,748

30,434

31,187

42,168

218,150

96,665

95,543

6,931

342,908

116,116

59,094

72,504 145,007

o

o

o

o

81,621

o

56,271

o

72,730

42,168

77,196

o

6.931

o

59,094

_ MOOf\lGIPA CAPITAL FINANCE LlMIT~O

KSK Energy Ventures Ltd.2:'119FqUlty Shares (P Y 2509 EqUity Shares) of Rs 10/- Each

L&I Technology Services Ltd.209 Equity Shares (P Y 209 Equity Shares) of Rs 21- Each

Larsen & Toubro Ltd.25 Equity Shares (P Y 25 Equrty Shares) of Rs 21- Each

Leel Electric Ltd509 Equity Shares (P Y 509 Equity Shares) of Rs. 101- Each

Lupin Limited59 Equity Shares of Rs. 21-Each

Maruti Suzuki India Ltd15 Equity Shares of Rs 5/- Each

MMTC Ltd463 Equity Shares (P Y 309 Equity Shares) of Rs. 1/- Each

Moonqrpa Securities Limited8,10,725 Equity Shares (P Y 8,10,725 Equity Shares) of Rs. 10/- Each

Mukta Arts Ltd418 Equity Shares (P Y. 418 Equity Shares) of Rs 5/- Each

NagarJunaOil Refinery Limited10000 Equity Shares (P.Y 10000 Equity Shares) of Rs. 1/- Each

National Aluminium Company Ltd.1209 Equity Shares (P Y 1,009 Equrty Shares) of Rs. 5/- Each

all India Limited124 Equity Shares of Rs 10/- Each

Oriental Bank of Commerce450 Equity Shares (P.Y. 450 Equity Shares) of Rs. 101- Each

Patel Engineering Ltd.3009 Equity Shares (P Y 3009 Equity Shares) of Rs. 1/- Each

Punjab & Sind Bank59 Equity Shares (P.Y 59 EqUity Shares) of Rs. 10/- Each

Rattan India Infrastructure Limited3000 Equity Shares (P.Y. 3000 Equity Shares) of Rs 2/- Each

Rattan India Power limited25000 Equity Shares (P Y 25000 Equity Shares) of Rs. 101- Each

Reliance Infrastructure Ltd.109 Equity Shares (P.Y 109 Equity Shares) of Rs. 101- Each

Reliance Naval & Engineering Ltd2045 Equity Shares (P.Y 2045 Equity Shares) of Rs. 101- Each

Reliance Power Ltd1009 Equity Shares of Rs. 101- Each

RSWMLtd109 Equity Shares of Rs. 101- Each

Rural Electrification Corp Ltd518 Equity Shares of Rs. 101- Each

Schneider Electric Infrastructure Ltd.309 Equity Shares (P Y 309 Equity Shares) of Rs 21- Each

Shalimar Paints Ltd4900 Equity Shares (P.Y 1159 Equity Shares) of Rs. 21- Each

Sintex Industries Ltd.2000 Equity Shares (P Y 6800 Equity Shares) of Rs 1/- Each

Sintex Plastics Technology Ltd5000 Equity Shares of Rs 1/- Each

44.668 44.668

180,555 180,555

3 3

105,451 105,451

51,648 0

134,334 0

21,503 21,503

8,173,472 8,173,472

48,344 48,344

42,163 42,163

77,627 65,063

22531.65 0

53,374 53,374

255,165 255,165

3,364 3,364

9,754 9,754

183,800 183,800

54,504 54,504

126,559 126,559

46,676 0

29,397 0

63,307 0

43,223 43,223

316,044 183,046

69,976 69,976

167,482 167,482

--------------------------------------~34r_------------------J7~~~~~-------


sorn Orsnuenes & Brewenes LId167 Equity Shares of Rs 10/- Each

South Indian Bank LId2009 Equity Shares of Rs 1/- Each

Speciality Restaurants Limited59 Equity Shares of Rs 10/- Each

State Bank of India280 Equity Shares of Rs 1/- Each

Sun Pharmaceuticals Inds LId59 Equity Shares of Rs 1/- Each

Suprairt Enqmeeerinq Ltd, (Pre. Name. Phoenix Lamps Ltd.)160 Equity Shares (P.Y 160 Equity Shares) of Rs 1/- Each

Suven Life Science ltd209 Equity Shares (P Y 209 Equity Shares) of Rs 1/- Each

Symphony ltd29 Equity Shares of Rs 2/- Each

Tata Coffee ltd209 Equity Shares (P Y 209 Equity Shares) of Rs. 1/- Each

Tata Motor DVR609 Equity Shares (P Y 509 Equity Shares ) of Rs 2/- Each

Tata Motor ltd1118 Equity Shares of Rs 2/- Each

Tata Sponge Ltd159 Equity Shares (P Y 159 Equity Shares ) of Rs 10/- Each

Tata Steel Limited200 Equity Shares of Rs 10/- Each

Texmaco Infras & Holdings ltd549 Equity Shares (P Y 1549 Equity Shares) of Rs. 1/- Each

The Hi-Tech Gears Limited400 Equity Shares (P Y 400 Equity Shares) of Rs. 10/- Each

The Tata Power Co ltd.2000 Equity Shares ( P.Y 2000 Equity Shares) of Rs 1/- Each

Titagarh Wagons ltd200 Equity Shares (P Y. 200 Equity Shares) of Rs 2/- Each

Ultratech Cement ltd.5 Equity Shares (P Y 5 Equity Shares) of Rs 10/- Each

Vodafone Idea ltd. (Pre. Name. Idea ltd.)1409 Equity Shares (P.Y 1209 Equity Shares) of Rs 10/- Each

Wockhardt Limited50 Equity Shares (P Y. 50 Equity Shares) of Rs 5/- Each

Women Network ltd1,700 Equity Shares ( P Y 1,700 Equity Shares) of Rs 10/- Each

Yes Bank ltd109 Equity Shares of Rs 2/- Each

Ashoka Buildcon ltd.Nil Equity Shares (P Y 407 Equity Shares) of Rs. 5/- Each

Baja) Electricals ltdNil Equity Shares (P Y 159 Equity Shares) of Rs 2/- Each

Ba)a) Hmdustan Sugar ltdNil Equity Shares (P Y 9 Equity Shares) of Rs 1/- Each

Berger Paints (India) ltdNil Equity Shares (P Y 100 Equity Shares) of Rs 1/- Each

First Source Solutions limitedNil Equity Shares (P Y 1000 Equity Shares) of Rs 10/- Each

42.641 0

31,181 0

8,296 0

70,250 70,250

31,765 31,765

26,704 26,704

39,344 39,344

29,726 0

30,054 30,054

122,639 109,001

190,486 0

147,126 147,126

97,729 0

23,641 66,751

100,154 100,154

159,717 159,717

22,990 22,990

19,802 19,802

135,704 120,602

44,493 44,493

17,000 17,000

20,314 0

0 80,895

0 51,701

0 149

0 22,155

0 43,073

------------------------------------------~35~--------

_MOONGIPA CAPITAL FINANCE LIMITED

GMR Infrastructure lidNil Equity Shares (P Y 5500 Equity Shares) of Rs 1/- Each

Godfrey Phillips India lidNil Equrty Shares (P Y 59 EqUityShares) of Rs 2/- Each

Hmdustan Copper LtdNil EqUity Shares (P.Y 5208 EqUityShares) of Rs. 5/- Each

ITC LtdNil Equity Shares (P Y 300 Equity Shares) of Rs 1/- Each

JK Tyre & Industnes LtdNil Equity Shares (P Y 909 Equity Shares) of Rs 2/- Each

JM Financial Ltd.Nil Equity Shares (P Y 200 Equity Shares) of Rs. 1/- Each

KaJanaCeramics Ltd.Nil Equity Shares (P Y 31 Equity Shares) of Rs 1/- Each

Lupin limitedNil Equity Shares of (P.Y 10 Equity Shares) Rs. 2/- Each

Max Financial Services LimitedNil Equrty Shares (P Y 909 Equity Sha-es ) of Rs 2/- Each

PNC Infratech Ltd.Nil Equity Shares (P.Y 459 Equity Shares) of Rs. 2/- Each

Power Finance Corporation Ltd.Nil Equity Shares (P Y 509 Equity Sha-es ) of Rs. 10/- Each

Relarnce Power LtdNil Equrty Shares (P Y 1009 Equity Shares) of Rs 10/- Each

Southem Petrochemical Industrial Ltd.Nil Equity Shares (P Y 3009 Equity Shares) of Rs 10/- Each

Thomas Cook (India) LtdNil Equity Shares (P Y 159 Equity Shares ) of Rs. 1/- Each

Total

Total

Aggregate Cost of Un-Quoted Shares

Aggregate Cost of Quoted Shares

Aggregate market value of Quoted Investments

o 81,317

53,183

447,416

80,501

153,822

11,969

17,012

14,679

173,735

52,534

44,189

46,676

37,881

37,637

17,693,304

o

o

o

o

o

o

o

o

o

o

o

o

o

16,490,445

17,693,304

39,000

17,654,304

9,557,380

16,490,445

39,000

16,451,445

20,566,769

----------------------------------~~r-----------+ldr~~-T~~-----------


Note 9: Deferred Tax Assets Amount Rs.


Rs. Rs.

Opening Balance 122,862 135,684Add Created DUringthe Year - -Less Reversal DUring the Year 5,025 12,822Closing Balance 117,837 122,862Total 117,837 122,862

Note 10: Long-term Loans and Advances Amount Rs.


Rs. Rs.

(I) Loans and Advances

recoverableIn Cash or kind

Unsecured,considered 4,128,229 5,861,334good

(II) Income Tax Refund Ay 81,363 81,3632017-18

Total 4,209,592 5,942,697

Note 11: Other Non Current Assets Amount Rs.


Rs. Rs.

(I) In deposit accounts with 15,192,274 15,655,000maturityof morethan 12Months

Total 15,192,274 15,655,000

Note 12: Short Term Lons and Advances Amount Rs.


Rs. Rs.

Unsecured,coisioered good 6,185,442 6,885,604Doubtful

564,983 440,483

6,750,425 7,326,087

Less Provrsron for doubtful 564,983 440,483trade receivables

6.185,442 6.885,604

Total 6,185,442 6,885,604

Note 13: Cash and Cash Equivalents Amount Rs.


Rs. Rs.

(a) Cash in hand 45,329 45,857(b) Balances with banks

(i) In Current Accounts 485,644 481,213(ii) In deposit accounts with

maturityof less than 12

Months 940,332 1,907,472Total 1,471,305 2,434,542

Note 14: Other Current Assets Amount Rs.


Rs. Rs.

(i) Interest accrued on deposits 4,151,308 3,195,934Total 4,151,308 3,195,934

Note 15: Revenue from Operations Amount Rs


Rs. Rs.

Other Operating Income

(a) Interest Income 7,082,681 6,726,644

Total 7,082,681 6,726,644

Note 16' Other Income Amount Rs.


Rs. Rs.

(a) Profit on Sale of Short - 1,270,769Term Shares

(b) Profit on Sale of Long - 598,118Term Shares

(c) Intereston F.D.R 1,607,865 1,903,355(d) Dividend Income 89,836 74,540(e) Provision Retum Back 7,185 -(f) Jobbing Profit I Loss 1,828 973

Total 1,706,714 3,847,756

Note 17: Employee Benefits Expense Amount Rs.


Rs. Rs.

2,164,869 1,998,874

504,000 420,000

169,600 141,800

5,000 5,000

448,931 439.526

3,292,400 3,005,200

(a) Salaries and Wages

(b) Director Remunation

(c) Bonus & Exgratia

(d) Provision for Gratuity

(e) Staff Welfare Expenses


Note 18: Finance Cost Amount Rs. NOTE 20


Rs. Rs.

(a) Interest Expense on

(I) Bank Interset Paid 429,470 303,583

Total 429,470 303,583

Note 19: Other Expenses Amount Rs.


Rs. Rs.

Audit Fees 41300 41300

Bank Charges 10,819 9,506

Business Promotion 156,495 86,003

Car Runntng & Maintenance 185,239 177,823

Conveyance Charges 285,295 305,934

Commission Paid 48,000 -

Computer Repair & Maintenance 14,680 9,000

Demat Charges 4,900 1,686

Electricity Rapair Expenses 179,890 68,260

Fees & Subscription 293,416 57,069

Insurance - Vehicle 21794 17,856

Keyman Insurance 200,000 200,000

Legal & Professional Expenses 199,335 245,328

Listing Fees 295,000 287,500

Loss on Sale of Shares 527,067 -

Meeting Expenses 27,500 19,400

Miscllaneous Expenses 44,598 34,543

Office maintenance 243,703 337,344

Postage & Courier Charges 154,574 41,036

Printing & Stationery 185,540 264,807

Provision for doubtful trade and other 124,500 217,437

receivables

Provisron for standard assets - 25,828

Publicity Expenses 43,470 51,011

Rate & Taxes 44,554 44,554

Security Transaction Charges 9,806 18,601

T~ephone Expenses 8220 26.278

TraveJJm9 Expenses 174,2D9 -

Total 3,523,905 2,588,105

Si9nificant Accounting Policies & Notes to Accounts forthe Year 2018-19

Corporate information

The company is carrying on the business of financing activity.The principal place of business of the company IS the sameas registered office of the company.

A. Significant Accounting Policies

Basis of accounting and preparation of financialstatements

The financial statements of the Company have been preparedin accordance with the Generally Accepted AccountingPrinciples in India to comply with the Accounting Standardsnotified under the Companies (Accounting Standards) Rules,2014 issued by the Central Government and the relevantprovisions of the Companies Act, 2013. The financialstatements have been prepared on accrual basis under thehistorical cost convention. The accounting policies adoptedin the preparation of the financial statements are consistentwith those followed in the previous year. The companyfollows the directions prescribed by the Reserve Bank ofIndia for Non Banking Financial Companies

2. J)se of estimates

The preparation of the financial statements in conformitywith Indian GAAP requires the Management to makeestimates and assumptions considered in the reportedamounts of assets and liabilities (including contingent liabilities)and the reported income and expenses during the year. TheManagement believes that the estimates used In preparationof the financial statements are prudent and reasonable.Future results could differ due to these estimates and thedifferences between the actual results and the estimatesare recognized in the periods in which the results are known/ materialize.

3 Non Performing Assets

Income recognition, assets classification, and provisioningin respect of NPA have been done in accordance with RBIdirectives

4. Cash and cash equivalents

Cash comprises cash on hand and demand deposits withbanks Cash equivalents are short-term balances (with anoriginal maturity of three months or less from the date ofacquisition), highly liquid investments that are readilyconvertible into known amounts of cash and which aresubject to insignificant risk of changes in value

5 Cash flow statement

Cash flows are reported usmq the indirect method, wherebyprofit I (loss) before extraordinary items and tax is adjustedfor the effects of transactions of non-cash nature and anydeferrals or accruals of past or future cash receipts orpayments The cash flows from operating Investing andfinancing activities of the Company are segregated basedon the available Information

--------------------------------~~r-------------~~~~r------------

(


6. Depreciation and amortization

Deprecianon has been provided on the Written down Valuemethod as per the rates prescribed In Schedule II to theCompanies Act, 2013 and IS on pro-rata baSIS with respect tothe date of addillonlinstallalloni ItS put to use

7. Revenue recognition

a Income IS accounted on accrual basis except fordividend Income which is recognized when right toreceive is established.

b Further Interest income on NPA accounts are accountedfor on realization basis as per RBI Guideline

8. Tangible fixed assets

Fixed assets are carried at cost less accumulated depreciationand impairment losses, if any. The cost of fixed assets includesinterest on borrowings attributable to acquisition of qualifyingfixed assets up to the date the asset is ready for its intendeduse and other Incidental expenses Incurred up to that date.Subsequent expenditure relating to fixed assets IS capitalizedonly if such expenditure results in an increase in the futurebenefits from such asset beyond its previously assessedstandard of performance.

9 I nvestm ents

Long-term investments are carried individually at cost. Currentinvestments are carried Individually, at the lower of cost and fairvalue Cost of Investments includes acquisition charges suchas brokerage, fees and duties Any permanent diminution in thevalue In recognized in accounts

10 Employee benefits

The company has only few employees and the provision forgratUity has been made on estimated basis as per the paymentof Gratuity Act 1971 but not on actuarial basis

11 Segment reporting

The company IS Involved in the business of financing activityonly There is only one reportable segment Further the companyIS operating in India only. Therefore, the reporting requirementsas prescribed under AS-17 are not applicable.

12 Taxes on income

Current tax is determined With respect to the Income calculatedIn accordance with the provisions of the Income Tax Act,1961 Minimum Alternate Tax (MAT) paid in accordance with thetax laws, which gives future economic benefits in the form ofadjustment to future Income tax liability, is considered as anasset If there IS convmcinq evidence that the Company will paynormal Income tax Accordingly, MAT is recognized as an assetIn the Balance Sheet when it is probable that future economicbenefit associated with It will flow to the Company.

13 Deferred Tax

Deferred tax IS recognized on timing differences being thedifferences between the taxable Income and the accountingincome that originate In one period and are capable of reversal inone or more subsequent periods Deferred tax liabilities arerecognized for all timing differences Deferred tax assets Inrespect of unabsorbed depreciation and carry forward of lossesare recognized only If there IS Virtual certainty that there Will be

sufficient future taxable income available to realize suchassets. Deferred tax assets are recognized for timingdifferences of other Items only to the extent that reasonablecertainty exists that sufficient future taxable Income Will beavailable against which these can be realized. Deferredtax assets and liabilities are offset If such items relate totaxes on income levied by the same governing tax laws andthe Company has a legally enforceable right for such setoff. Deferred tax assets are reviewed at each BalanceSheet date for their reliability.

14. Impairment of assets

The carrying values of assets I cash generating units ateach Balance Sheet date are reviewed for impairment Ifany indication of impairment exists, the recoverable amountof such assets is estimated and impairment is recognized, ifthe carrying amount of these assets exceeds theirrecoverable amount. The recoverable amount is the greaterof the net selling price and their value in use.

15. Provisions and contingencies

A provision is recognized when the Company has a presentObligation as a result of past events and it is probable thatan outflow of resources will be required to settle theobligation in respect of which a reliable estimate can bemade. Provisions (excluding retirement benefits) are notdiscounted to their present value and are determined basedon the best estimate required to settle the obligation at theBalance Sheet date. These are reviewed at each Balance.Sheet date and adjusted to reflect the current best estimatesContingent liabilities are disclosed in the Notes

B. Notes to Accounts

1. Contingent Liabilities :- As on 3151 march 2019, contingentliabilities not provided for in the books of accounts is Rs NIL(Previous Rs NIL)

2. Claims against the Company not acknowledged as Debts -Rs. Nil (Previous Year Rs. Nil)

3. Pending Capital Commitments remaining to be executed -Rs. Nil (Previous Year Rs Nil)

4. Auditor's Remuneration

S.No. Particulars For the Year For the Year2018-2019 2017-2018

RS. Rs.

1 Audit Fees 35,000 35,000

2 Good & Service Tax 6,300 6,300

Total 41,300 41,300

5 Managenal Remuneration RS.5,04,000 (Previous Year Rs4,20,000)

6 Based on the Information received from all the vendorregarding their statues under Micro, Small & MediumEnterprises Developments Act 2006 and hence disclosurerelating to amount unpaid as at year end together WithInterest paid i payable under tms Act on the basis of theinformation available With the company IS Rs Nil

------------------------------~~39~----~48==~


MOONGIPA

7. Foreign Exchange Transaction

Amount Rs.

I - -- -2018-19 2017-18

Expenditure In Foreign Currency NIL NIL

Earning In Foreign Currency NIL NIL

8 The company has not proposed any dividend to bedistributed to Equity Shareholders for the period 1st April,2018 to 31st March, 2019. (Previous year Rs Nil)

9 Value of Irnpcrts Calculated on CIF Basis Rs Nil (PreviousYear Rs Nil)

10 Earnings Per ShareAmount in Rs.

Particulars 2018-19 2017-18

Net Profit After Tax Profit Rs. 8,74,146 35,64,255for the Year

ProfiV(Loss) Attributable to Rs. 8,74,146 35,64,255Equity Shareholders

Weighted Average Number No. 30,54,800 30,54,800of Equity Shares

Nominal Value Per Share Rs. 10 10

Basic ? Diluted Earnings Rs. 0.29 1 17Per Share

11. Related Party Transactions

FoliOlNingare the related parties

a. Key Management Personnel (KMP)

• Mrs. Pooja Jain (Whole Time Director)

• Mr. Sanjay Jain (Director)

• Mr Lakshay Dudeja (CompanySecretary & Compliance Officer)

b Enterprises Significantly Influenced by KMP &their Relatives

• Moongipa Securities Limited

Amount in Rs.

Nature To KMP Relatives Enterprises Balance AsTransactions ofKMP Significantly on

Influenced 31.03.2019

Managerial 5,04,0000C - - 42,00000Remuneration(Pooja Jain)

(Lakshay 2.17017 OC - - 30,00000Dudera

12 The accounts have been preparedon the basis of ScheduleIII of the Companies Act, 2013 The previous year figures

13.

have adjusted! regroup! rearrange wherever requir ed, toconfirm With the current year figures.NotesNo 1to 20 form an Integralpartof the Financial Statementsfor the year ended on 31st March. 2018

For and on behalt of the Board of Directors


Sd/-Rajesh SachdevaPartnerM.No. 083757

Sd/-Sanjay Jain


ser-Pooja Jain


Place: New DelhiDate: 18·05·2019

Sd/·Lakshay Dudeja

Company SecretaryM.No. : A56025

Sd/·Bharat Kumar


-----@------


Cash Flow Statement for the year ended 31 March, 2019 Amount In (Rs )

rar~,culars _For the year ended For the year ended

31 March, 2019 31 March, 2018

I A. Cash flow from ooerating activitiesNet Profit / (Loss) before extraordinary Items and tax 1,430.130 4,510,002Adlustments forDeprecration written off during the year 113,491 167,510Finance costs 429,470 303,583Interest Income (1,607,865) (1,903,355)Dividend Income (89,836) (74,540)Provision for Gratuity 5000 5000Proviston for doubtfuli debt 124,500 217,437Excess provision for Standard Asset Reversed (7,185) 25,828Loss/tprotrt) on ·sale of shares 527,067 (1,868,887)

(3,127,424)(505,358)

Operating profit / (loss) before working capital changes 924,771 1,382,578Changes in working capital:Adjustments for (increase) / decrease in operatingassetsOther Current Assets (955,374) (819,862)Trade Receivables 575,662 (8,323,761)Loans & Advances 1,733,105 (181,427)

Adjustments for increase / (decrease) in operating liabilities.Other current liabilities 219,556 (532,481)

1,572,950 (9,857,531)Cash generated from operations 2,497,721 (8,474,954)Net income tax (paid) / refunds (473,522) (844,468)Net cash flow from I (used in) operating activities (A) 2,024,199 1~,,j'~,4:l:l)

B. Cash flow from investing activitiesCapital expenditure on fixed assets, including capital advances (22,000) (39,799)Purchase of New FOR (1,977,606) (3,489,453)FOR Matured/Created 3,407,472 7,900,000Proceeds from sale of investments (1,729,926) 110,496Dividend Received 89,836 74,540Interest received 1,607,865 1,903,355

1,375,641 6,459,139Net cash flow from I (used in) investing activities (B) 1,375,641 6,459,139

C. Cash flow from financing activitiesInterest on short term borrowings (429,470) (303,583)Short Term Borrowing (2,966,467) 3,546,282

(3,395,937) 3,242,699

Net cash flow from I (used in) finanCing activities (C) (3,395,937) 3242699

Net Increase / (decrease) In Cash and cash equivalents (A+8+C) 3,903 382416Cash and cash equivalents at the beginning of the year 527,070 144,654Cash and cash equivalents at the end of the year 530,973 527,070Net (Outflow)lInflow of Cash 3,903 382416

As per our report of even date attached



Sd/-Rajesh SachdevaPartnerM. No 083757

Sd/-Sanjay Jain

DirectorDIN : 00096938

Sd/-Pooja Jain


--@-

Sd/-Lakshay Dudeja

Company Secretary..['iI•. No. : A56025

~~

Sd/-Bharat Kumar


Place: New DelhiDate: 18-05-2019

_ MOOl'JGJP.1\ CAPIT.I\L FINANCE LIMITED

Schedule to theBalance Sheet of Non-Banking Financial Company (Rs In lakhs)

r -r- - ----Particulars

-- ---Liabilities side

(1) Loans and advances availed by the NBFCs inclusive of interest accrued thereon Amount Amount

but not paid: outstanding overdue

(a) Debentures Secured

Unsecured(other than falling within the meaning of public deposits")

(b) Deferred Credits(c) Term Loans(d) Inter-corporate loans and borrowing

(e) Commercial Paper

(f) Public Deposits"

(g) Other loans (Bank Overdraft)31.22

• Please see Note 1 below(2) Break-up of (1)(f) above (Outstanding public deposits inclusive of interest

accrued thereon but not paid):

(a) In the form of Unsecured debentures NA(b) In the form of partly secured debentures i e debentures where there is a shortfall in

the value of security(c) Other public deposits• Please see Note 1 below

Assets side

Amount outstanding

(3) Break-up of Loans and Advances including bills receivables [other than thoseincluded in (4) below] :(a) Secured

(b) Unsecured 103.13

(4) Break up of Leased Assets and stock on hire and hypothecation loans countingtowards AFC activities

(i) Lease assets including lease rentals under sundry debtors: Nil(a) Financial lease(b) Operating lease

(Ii) Stock on hire including hire charges under sundry debtors Nil

(a) Assets on hire(b) Repossessed Assets

(Hi) Other Loans counting toward AFC activities Nil

(a) Loans where assets have been repossessed(b) Loans other than (a) above

(5) Break-up of Investments :Current Investments :1 Quoted :

(I) Shares (a) Equity Nil(b) Preference

(II) Debentures and Bonds>~.'''''''~'-'''''f-~'-'-- --- l@--~- --

-- --- --------- --@-- - -

f~'11~O-

GIPA CAPITAL FIf'IANCE LIMITED

(ii) Debentures and Bonds

(IIi) Units of mutual funds

(iv) Government Securities

(v) Others (please specify)

2 Unguoted .

(i) Shares: (a) Equity Nil

(b) Preference


(iii) Units of mutual funds


(v) Others (Please specify)

Long Term investments:

1 Quoted :

(i) Share: (a) Equity 176.54

(b) Preference




(v) Others (Please specify)

2 Unguoted .

(i) Shares' (a) Equity 0.39

(b) Preference



(IV) Government Securitres

(v) Others (please specify)

(6) Borrower group-wise classification of assets Financed as in (3) and (4) above:Please see Note 2 below

Amount net of provisions

CategorySecured Unsecured Total

1 Related Parties •• Nil Nil Nn

(a) Subsidiaries

(b) Companies in the same group

(c) Other related parties

2 Other than related parties Nil 10313 10313

Total NIL 10313 10313

- - ~----jr.r.

_ ~1l00NGIPA CAPIT A.L FIf\I,A,I\JC::: L!~JI!T:::Cl

I';' - ~Investor group-wise classification of all investments (current and long term) in shares and securities

(both quoted and unquoted):Please see note 3 below

-; Market Value / Break up Book Value (Net ofI Category or fair value or NAV Provisions)- -

1 Related Parties •• Nil Nil

(a) Subsidianes Nil Nil

(b) Companies in the same group Nil Nil

(c) Other related parties Nil Nil--- ._--

2. Other than related parties 95.96 176.93

Total 95.96 176.93

•• As per Accounting Standard of ICAI (Please see Note 3)

(8) Other information

AmountParticulars

(i) Gross Non-Performing Assets Nil

(a) Related parties Nil

(b) Other than related parties 5.64

(II) Net Non-Performing Assets N~

(a) Related parties Nil

(b) Other than related parties Ni

(III) Assets acquired in satisfaction of debt Nu

Notes:

As defined in pomt xix of paragraph 3 of Chapter-2 of these Directions

2 Provisronmq norms shall be applicable as prescribed In these Directions.

3 All Accounting Standards and GUidance Notes ISSUedby ICAI are applicable Including for valuationof investments and other assets asalso assets acquired in satisfaction of debt. However market value in respect of quoted investments and break up/fair value/NAV inrespect of unquoted investments should be disclosed Irrespective of whether they are classified as long term or current In column (5)above

For and on behalf of the Board of DirectorsFor Rajesh K. Sachdeva & AssociatesChartered AccountantsFirm Regn No. 019200N

Sd/-Sanjay Jain


SdJ-Pooja Jain


SdJ-Rajesh SachdevaPartnerM. No. 083757

Place: New DelhiDate . 18-05-2019

Sd/-Lakshay Dudeja

Company SecretaryM . No. : A56025

SdJ-Bhara! Kumar


\:1~f--------f-h~-A--':;~~-------

Route Map to Venue of Annual General MeetingVenue: Bhan Farm, Village Tatesar, Qutabghar Road, New Delhi-11 0081Land Mark: Near North Delhi M.C. Primary Co. Ed. School, Tatersar Delhi-11 0081

•0Tatesar Villlage Bus Stop

"BI1AlSWA

SHAliMAR BAGH1Ti';'~N

.1 h20mln

.,~ r,'::'lj :~ , .. .;;R] ~~1~Gl r, c,;.. ,,~';-3~

'/.:~ '!f

•••. ' ';;:55m",- -- -"I_1Q7~m --

----- ----

Moongipil Capital Finance LimitedRegd Office. 18/14, W.E A Pusa Lane, Karol Bagh, New Delhi-110005

CIN No.. L65993DL1987PLC028669

ATTENDANCE SLIP

Name

Registered Folio! DP 10 & Client 10

Address of Member

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company. I hereby record my presence at the32nd Annual General Meeting on Thursday, Aug 22, 2019 at 10:00 A M. at Bhan farm, Outub Garh Road, Tatesar Village, Delhi-110081 andat any adjournment thereof

Member's Name :

Proxy's Name

Note.

Member's/Proxy'sSignature

2

3

Please Fill this attendance slip and hand It over at the entrance of the hall.

Members/Proxy Holder/Authorized Representatives are requested to show their photo 10 Proof for attending the meeting.

Authorized Representative of Corporate Member(s) shall produce proper authorization issued in their favour.

Moongipa Capital Finance LimitedRegd Office. 18/14, W.EA Pusa Lane, Karol Bagh, New Delhi-110005

CIN No.. L65993DL1987PLC028669

PROXY FORM[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Registered Address

Name of the Member(s)

E-mail 10

Folio No. /Client 10

DPIDI/We, being the member(s) of. shares of the above named Company, hereby appoint1 Name Address: _

E-mail 10. Signature: , or failing him

2 Name Address:

E-mail 10· Signature: . , or failing him

3 Name Address: _

E-mail 10 Signature: , or failing himas my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd (Thirty Second) Annual General Meeting of theMembers of Moongipa Capital Finance Limited to be held on Thursday, Aug 22, 2019 at 10:00 AM at the Bhan farm, Outub Garh Road,Tatesar Village, Delhi-110081 and at any adjournment thereof In respect of such resolutions as are indicated below:

Ordinary Business:1 To receive, consider, and adopt Audited Financial Statements of the company for the Financial Year ended March 31, 2019 and the

Report of the Board of Directors and Auditors thereon;

2 To appoint a Director in place of Ms Pooja Jain (DIN 00097037), who retires by rotation and, being eligible, offers himself for re-appointment

Special Business:3. Re-appointmentof Ms Preeti Srivastava (DIN: 07035595) as a Independent Director

Signed trus day ofSignature of member

2019Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the registered Office of theCompany, not less than 48 hours before the commencement of the Meeting.

MOONGIPA CAPITAL FINANCE LIMITEDRegd. Office: 18/14, W.E.A, Pusa Lane Karol Bagh

New Delhi - 110 005

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