Dear Esteemed Members,
Your directors have the pleasure in presenting the Thirty-Fourth
Directors' Report of the Company on the business and operations together with the
audited results for the year ended March 31, 2025.
FINANCIAL PERFORMANCE
(Amt. in Lakhs)
|
Standalone |
Consolidated |
| Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Total Revenue |
2,752.07 |
4,139.79 |
2,768.75 |
4,152.53 |
| Total Operating Expenses |
1,095.24 |
281.53 |
1,096.76 |
281.90 |
| Profit before Interest, Depreciation, Taxation |
1,656.83 |
3,858.26 |
1,671.99 |
3,870.63 |
| Interest |
321.86 |
978.11 |
321.86 |
978.11 |
| Depreciation |
37.53 |
7.83 |
37.53 |
7.83 |
| Profit before Taxation |
1,297.44 |
2,872.32 |
1,312.60 |
2,884.69 |
| Tax Expenses |
359.73 |
764.12 |
363.55 |
767.29 |
| Net Profit for the year |
937.70 |
2,108.20 |
949.05 |
2,117.40 |
| Earnings Per Share |
|
|
|
|
| Basic (in Rs.) |
24.40 |
55.22 |
24.69 |
55.46 |
| Diluted (in Rs.) |
24.40 |
55.22 |
24.69 |
55.46 |
REVIEW OF FINANCIAL PERFORMANCE
During the year under review, your Company's standalone total
revenue was Rs. 2,752.07 Lakhs as against Rs. 4,139.79 Lakhs of the corresponding previous
year, a decrease of 33.53% on a Y-o-Y basis. The company has conservatively provided for
80% of the exposure, with confidence that a significant portion of the provision will be
reversed upon recovery. Management reaffirmed their commitment to restoring and
maintaining strong asset quality. Your Company has recorded a Net Profit After Tax of Rs.
937.70 Lakhs against Rs. 2,108.20 Lakhs of the corresponding previous year, registering a
Y-o-Y degrowth of -55.50%.
DIVIDEND
Pursuant to the decision of the Board of Directors of the Company on
August 07, 2025, your Company had proposed and approved a Final dividend of Re. 0.25/- per
equity share, i.e. 2.5% on the face value of Rs. 10/- each for the financial year 2024-25,
(subject to approval of shareholders) to those members whose names appeared on the
Register of Members as on September 19, 2025, being the record date fixed for the said
purpose.
Directors of your Company have decided after considering all the
relevant factors, that this would be the full and final dividend for the financial year
2024-25.
CHANGES IN THE SHARE CAPITAL OF THE COMPANY i. Authorized Share
Capital: During the year under review, there was no change in the Authorized Share
Capital of the Company. ii. Paid-up Share Capital: During the year under review,
there was no change in the paid-up share capital of the Company.
DEPOSITS
In the Financial Year 2024-25, the Company has not accepted any
deposits and there is no amount remaining outstanding towards repayment of principal or
payment of interest on deposits as on March 31, 2025.
TRANSFER TO RESERVES
During the year under review, there was no amount which has been
transferred to reserves. COMPANY OVERVIEW
MKVentures Capital Limited ("Company") is a Listed Company,
incorporated on January 17, 1991, in India, having its registered office at 11th Floor,
Express Towers Nariman Point, Mumbai – 400 021, Maharashtra. The Company is
registered with the Reserve Bank of India (‘RBI') as an Non-Banking Financial
Company Non-Deposit taking Systemically Important (‘NBFC-ND-SI') vide
registration certificate No: 13.00690 The Company provides financial services through
simple processes and procedures in sanction and disbursement of credit as well as timely,
friendly, and flexible terms of repayment aligned to the unique features of its clientele.
The company has reported Rs. 9.38 Cr of profit profitin FY24 registering a aftertax
FY25vs21.08Cr Net degrowth of -55.50%.
The company has been taking conservative steps in FY 25 to recalibrate
growth in near term on both asset and liability side. Our focus is to build a sustainable
growth trajectory for asset/liability side within regulatory framework.
Accordingly, the company has repaid its entire borrowings in FY 25 and
had NIL debt outstanding as of March 31, 2025. Loan book came down from ~69.50 Cr to
~53.11 Cr as of FY25 end.
Going forward, our focus is to strengthen the NBFC business by way of
raising growth capital, strengthening senior management team and board of directors. We
would like to foray into newer business segments including alternative asset management
along with the focus on building the liability side in a calibrated manner.
INDUSTRY STRUCTURE AND DEVELOPMENT
NBFCs play a critical role within the entire financial space in meeting
the vast funding needs of the country and significantly contributing to the overall
economic growth of the nation.
Last year was challenging for the NBFC sector, as it navigated multiple
headwinds including higher delinquencies in unsecured loans (especially MFI), tight
liquidity, and increased regulatory oversight. As a result, management adopted a more
conservative approach to growth, and net borrowings declined substantially by the end of
FY25.
Management continues to remain cautious on growth and will recalibrate
strategy as and when signs of stability emerge and macro environment improves.
Key challenges for NBFC sector continues to be on the liability side.
Co-lending has emerged as a key source of funding for lot of NBFCs and we expect this
trend to continue. Cost of capital continues to be on the higher side with deposit
mobilization becoming increasingly difficult for banks. Increase in risk weights for NBFC
lending for banks is an additional headwind from liability side.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant accounting principles and complies with the accounting
standards issued by the Institute of Chartered Accountants of India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") Board of
Directors
The Board of the Company has an optimum combination of executive and
non-executive directors (including an Independent Woman Director). The Board's
composition is in conformity with the extant applicable provisions of the
Companies Act, 2013 (‘Act') and SEBI (LODR) Regulations,
2015. The Board of the Company represents an optimal mix of professionalism, knowledge and
experience.
Further, the Independent Directors on the Board of the Company are
highly respected for their professional integrity as well as their rich experience and
expertise. The Board provides leadership and strategic guidance and discharges its
fiduciary duties of safeguarding the interest of the Company and its stakeholders.
a) Composition of the Board of Directors, and list of KMPs Board of
Directors
The Board of Directors of the Company comprised of the following
Directors:
| Sr. No. |
Name |
Designation |
Date of Appointment |
| 1. |
Mr. Madhusudan Murlidhar Kela |
Managing Director |
March 10, 2022 |
| 2. |
Mr. Sumit Bhalotia |
Non-Executive, Non-Independent Director |
March 27, 2022 |
| 3. |
Mr. Sanjay Malpani |
Independent Director |
March 27, 2022 |
| 4. |
Mr. Rajeev Krishnamuralilal Agarwal |
Independent Director |
May 30, 2023 |
| 5. |
Mrs. Shruti Mimani |
Independent Director |
May 30, 2023 |
| 6. |
Mr. Siddharth Agrawal |
Independent Director |
May 30, 2023 |
Key Managerial Personnel
In terms of the provisions of Sections 2(51) and 203 of the Companies
Act, 2013, the Company had all the three KMPs in place during the year under review:
| Sr. No. |
Name |
Designation |
Date of change during the year, if applicable |
| 1. |
Mr. Madhusudan Murlidhar Kela |
Managing Director |
-- |
| 2. |
Mr. Rashmee Purushottam Mehta |
Chief Financial Officer |
Resigned with effect from February 05, 2025 |
| 3 |
Mr. Shyam Jaju |
Chief Financial Officer |
Appointed with effect from February 05, 2025 |
| 4. |
Mr. Sanket Dilip Rathi |
Company Secretary & Compliance Officer |
-- |
COMMITTEES OF THE BOARD
The Board of Directors of your Company have formed various Committees
to effectively discharge their functions and responsibilities in compliance with the
requirements of applicable laws and as a part of the best corporate governance practices.
The terms of reference and the constitution of these Committees are in compliance with the
applicable laws. The Committees of the Board are as under: a) Audit Committee b)
Nomination and Remuneration Committee c) Stakeholder Relationship Committee d) Corporate
Social Responsibility Committee e) Risk Management Committee f) Asset Liability Management
Committee g) Finance Committee h) Investment Committee i) Share Transfer Committee The
details with respect to the composition, roles, terms of reference, etc. of the aforesaid
committees are given in detail in the ‘Corporate Governance Report' which forms
part of this Report. The dates on which meetings of Board Committees were held during the
financialyear under review and the number of meetings of the Board Committees that each
Director attended is provided in the ‘Corporate Governance Report'. The minutes
of the Meetings of all Committees are circulated to the Board for discussion and noting.
During the year, all recommendations of the Committees were approved by the Board.
| SI. No. |
Name of Committee |
Name of Member |
Category |
Date of Appointment |
| a. |
Audit Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27,2022 |
|
|
Mrs. Shruti Mimani |
Independent Director, Member |
May 30, 2023 |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
May 27,2022 |
| b. |
Nomination and Remuneration |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27,2022 |
|
Committee |
Mrs. Shruti Mimani |
Independent Director, Member |
Aug 04, 2023 |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
May 27,2022 |
| c. |
Stake Holders Relationship |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27,2022 |
|
Committee |
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
May 27,2022 |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
May 27,2022 |
| d. |
Corporate Social Responsibility |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
Aug 04, 2023 |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
Aug 04, 2023 |
|
|
Mrs. Shruti Mimani |
Independent Director, Member |
Aug 04, 2023 |
| e. |
Risk Management Committee |
Mr. Rajeev Agarwal |
Independent Director, Chairperson of the Committee |
Aug 04, 2023 |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
Aug 04, 2023 |
|
|
Mr. Sanjay Malpani |
Independent Director, Member |
Aug 04, 2023 |
| f. |
Finance Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
November 12, 2022 |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
November 12, 2022 |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
November 12, 2022 |
| g. |
Asset Liability Management |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
Aug 04, 2023 |
|
Committee |
Mr. Madhusudan Kela |
Managing Director, Member |
Aug 04, 2023 |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
Aug 04, 2023 |
| h. |
Investment Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
Aug 04, 2023 |
|
|
Mrs. Shruti Mimani |
Independent Director |
Aug 04, 2023 |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
Aug 04, 2023 |
| i. |
Share Transfer Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
November 12, 2022 |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
November 12, 2022 |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
November 12, 2022 |
The Composition including the role, terms of reference and the powers
of aforesaid committees are in conformity with the requirement of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.
(a) Number of meetings of the Board of Directors and various Committees
During the year under review, the Board, Committees of the Board and
Independent Directors met on multiple occasions to discuss, decide and give directions on
various issues concerning the Company's business and the matters incidental thereto.
Details of the meetings held during the year are as under:
| Sr. No. |
Type of Meeting |
Number of meetings |
Dates |
| 1 |
Board Meetings |
4 |
May 30, 2024 |
|
|
|
August 09, 2024 |
|
|
|
November 12, 2024 |
|
|
|
February 05, 2025 |
| 2 |
Audit Committee Meetings |
4 |
May 30, 2024 |
|
|
|
August 09, 2024 |
|
|
|
November 12, 2024 |
|
|
|
February 04, 2025 |
| 3 |
Nomination and Remuneration Committee Meetings |
1 |
February 04, 2025 |
| 4. |
Stakeholder Relationship Committee Meeting |
1 |
February 04, 2025 |
| 5. |
Corporate Responsibility Committee Meeting |
2 |
August 09, 2024 |
|
|
|
February 04, 2025 |
| 6. |
Risk Management Committee Meeting |
4 |
May 30, 2024 |
|
|
|
August 09, 2024 |
|
|
|
November 12, 2024 |
|
|
|
February 05, 2025 |
| 7. |
Finance Committee Meetings |
1 |
February 28, 2025 |
| 8. |
Share Transfer Committee Meetings |
10 |
June 18, 2024 |
|
|
|
July 25, 2024 |
|
|
|
August 27, 2024 |
|
|
|
October 23, 2024 |
|
|
|
October 31, 2024 |
|
|
|
November 15, 2024 |
|
|
|
December 20, 2024 |
|
|
|
January 07, 2025 |
|
|
|
January 16, 2025 |
|
|
|
March 28, 2025 |
| 9. |
Asset Liability Management Committee |
4 |
May 30, 2024 |
|
Meeting |
|
August 08, 2024 |
|
|
|
November 12, 2024 |
|
|
|
February 04, 2025 |
| 10. |
Investment Committee |
4 |
May 28, 2024 |
|
|
|
August 08, 2024 |
|
|
|
November 11, 2024 |
|
|
|
February 04, 2025 |
| 11. |
Independent Directors Meeting |
1 |
February 05, 2024 |
Note:
• The number and frequency of aforesaid meetings are in compliance
with applicable provisions of the Companies Act, 2013.
• A detailed disclosure on the Board, its committees, its
composition, and terms of reference, the number of Board and Committee meetings held, and
attendance of the directors at each meeting is provided in the Report on Corporate
Governance, which forms part of this Report.
(b) Directors Liable to Retire by Rotation
Pursuant to the provisions of Section 152(6)(d) of the Act, read with
the relevant rules made thereunder and the Articles of Association of the Company, Mr.
Sumit Bhalotia having DIN: 08737566, is liable to retire by rotation, and being eligible,
offers himself for reappointment. A brief resume of Mr. Sumit Bhalotia, being eligible to
be re-appointed as a director liable to retire by rotation, along with the nature of his
expertise, his shareholding in your Company and other details as stipulated under
Regulation 36(3) of the Listing Regulations forms part of the explanatory statement to the
notice calling the ensuing 34th AGM. The Board hereby recommends his reappointment as a
Director of the Company at the ensuing 34th AGM.
(c) Annual General Meeting/Extraordinary General Meetings:
During the year 2024-25, the Annual General Meeting of the Company was
held on September 20, 2024.
(d) Annual Performance Evaluation
There is a policy in place for evaluating the performance of the Board,
its committees and individual directors in compliance with the provisions of Section 178
read with Schedule IV of the Companies Act, 2013, and SEBI
(LODR) Regulations, 2015. In accordance with the evaluation criteria
approved, the Nomination and Remuneration
Committee has carried out the annual performance evaluation of the
Board as a whole, its committees and individual directors.
The Independent Directors carried out the annual performance evaluation
of the Chairman, Non- Independent Directors and the Board as a whole.
A structured questionnaire covering various aspects of the Board's
functioning was circulated to the Directors. The criteria for evaluation of Independent
Directors included attendance at the meetings, interpersonal skills, independent
judgement, knowledge, compliance framework, etc.
The feedback and results of the questionnaire were collated and a
consolidated report was shared with the Nomination and Remuneration Committee and the
Board for improvements of its effectiveness.
The directors expressed their satisfaction with the evaluation process.
(e) Declaration by Independent Directors in regard to their
Independence as required under Sub-Section (6) Of Section 149
All the Independent Directors of the Company have given their
respective declaration of independence for the financial year 2024-25 in terms of Section
149(7) of the Act, and Regulation 16(1) (b) of the Listing Regulations and that their
names are registered in the Independent Directors' Databank. The Board of Directors
of the Company have satisfiedthemselves and are of the opinion that the Independent
Directors possess the relevant expertise, experience and are persons of integrity.
Based on the written representations received from the directors, none
of the above directors are disqualified under
Section 164(2) of the Act or are debarred by SEBI or any other
statutory authority from holding a position as a director. It is further confirmed that
the Independent Directors have complied with the Code of Conduct prescribed in Schedule IV
of the Companies Act, 2013. In this regard, the Company has received affirmation from all
the
Independent Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, your Board of
Directors confirm, and ability, that: i) in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable accounting standards read with the
requirements set out under Schedule III to the Act, have been followed. ii) the Directors
have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2025, and of the Profit of the Company for
the year ended on that date; iii) they have taken proper and sufficientcare for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other regularities; iv) the Directors have prepared the annual
accounts on a going concern basis;. v) the Directors have laid down internal financial
controls to be followed by the Company, and such internal financial controls are adequate
and operating effectively; and vi) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and such systems were adequate and
operating effectively.
AUDITORS AND AUDITORS' REPORT a) Statutory Auditors and
Auditors' Report
M/s. ARSK & Associates, Chartered Accountants (having firm
Registration No. 315082E) were appointed at the Thirty-Second (32nd) Annual General
Meeting (AGM) of the Company held on August 31, 2023, as Statutory
Auditors of the Company for a period of five years i.e. from the
conclusion of the 32nd AGM till the conclusion of the 37th AGM.
However, the appointment of M/s. ARSK & Associates, Chartered
Accountants (Firm Registration No. 315082E), the present Statutory Auditors of the
Company, shall expire at the ensuing annual general meeting to be held in respect of the
financial year 2024-25. Reserve Bank of India's (RBI) Circular No. RBI/2021-22/25,
Ref. No.
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, mandates a
maximum continuous audit tenure of three (3) years for the statutory auditors of NBFCs. In
view of the above provisions becoming applicable to the Company, the term of Messrs. ARSK
& Associates shall be only up to the ensuing annual general meeting M/s. ARSK &
Associates have issued Audit Reports on the Standalone and Consolidated Annual Financial
Statements of the Company with unmodified opinions. The remarks made in
the Auditors' Report are self-explanatory and do not call for any further comments or
explanations as per provisions of Section 134(3)(f) of the
Act. The Auditors' Reports do not contain any qualification,
reservation, adverse remark or
The Board of Directors have on the basis of recommendation of Audit
Committee, recommended the appointment of M/s. S K PATODIA & ASSOCIATES LLP Chartered
Accountants as statutory auditors of the Company to hold office for a term of 3 (Three)
years from the conclusion of the 34th Annual General Meeting till the conclusion of
ensuing 37th Annual General Meeting. A resolution seeking shareholders' approval for
the proposed appointment along with other necessary details, forms part of Notice of 34th
AGM
b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, the Board of
Directors of the Company reappointed Ms.
Shruti Somani, Practising Company Secretary, to conduct the Secretarial
Audit of the Company for the financial year ended March 31, 2025.
The Secretarial Audit Report issued by the Ms. Shruti Somani,
Practicing Company Secretaries, in Form MR-3 is annexed as Annexure 1 to this
Report. The report does not contain any qualification, reservation, adverse remark or
disclaimer.
Pursuant to the amended provisions of Regulation 24A of the Listing
Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, ("the Rules") the Audit
Committee and the Board of Directors have approved and recommended the appointment of
Ms. Shruti Somani, a Peer Reviewed Company Secretary in Practice
(Certificate No: 2305/2022) as Secretarial Auditor of the Company, for a term of upto 5
(Five) consecutive years from financial year 2025-26 to financial year 2030-31, subject to
approval of the Members at ensuing AGM.
A brief resume and other details of Ms. Shruti Somani, Company
Secretary in Practice, is attached and disclosed in the Notice of the ensuing AGM. Ms
Shruti Somani has given her consent to act as Secretarial Auditor of the
Company and confirmed that her aforesaid appointment (if made) would be
within the prescribed limits under the Companies Act & the Rules made thereunder and
the Listing Regulations.
She has also confirmed that She is not disqualified to be appointed as
Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and
Listing Regulations and satisfy the prescribed eligibility criteria.
c) Internal Auditors
M/s. Mahesh Chandra & Associates, Chartered Accountants, the
Internal Auditors of the Company, conducted the
Internal Audit for thefinancialyear 2024-25 as per the provisions of
Section 138 of the Act, read with Rule 13 of the Companies (Accounts) Rules, 2014. The
reports were taken on record by the Audit Committee and the Board.
d) Reporting of frauds, if any, by Auditors
During the year under review, none of the Auditors, viz. the Statutory
Auditors, Internal Auditors or Secretarial Auditors, have reported any instance of fraud
that is being or has been committed against the Company by its officers or employees,
details of which require to be mentioned under the provisions of Section 143(12) of the
Companies Act, 2013.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
As on March 31, 2025, your Company has one Subsidiary Company, and in
this regard, a Statement containing the salient features of the financial statements of
the Subsidiary in the prescribed Form AOC-1 is appended as Annexure-II to the
Board's Report.
In accordance with the provisions of Section 136 of the Act, the Annual
Report, the audited financial statements including the aforesaid audited consolidated
financial statements and other related documents, are placed on the website of the
Company at https://mkventurescapital.com.
The audited financialstatements of the
SubsidiaryoftheCompanyforthefinancialyear ended March 31, 2025, are also available on the
website of the Company. The members may download the aforesaid documents from the
Company's website or may write to the Company to obtain a copy of the same. Further,
the aforesaid documents shall also be available for inspection of the shareholders at the
registered office of the Company during business hours on working days and through
electronic mode.
The members may request the same by sending an email to
info@mkventurescapital.com. The Company does not have any associate / joint venture /
holding company.
POLICIES, FRAMEWORK AND CONTROLS
a) Vigil Mechanism (Whistle Blower Policy)
In accordance with sub-sections (9) and (10) of Section 177 of the Act,
and Regulation 22 of the Listing
Regulations, the Company has in place a Vigil Mechanism (Whistle Blower
Policy) to enable the Directors and employees to report concerns about unethical
behaviour, actual or suspected fraud, or violation of the Company's Code of Conduct.
The mechanism provides for adequate safeguards against the victimization of persons who
use such a mechanism and makes provision for direct access to the Chairperson of the Audit
Committee in appropriate cases.
The Whistle Blower Policy of the Company has been displayed on the
Company's website at: https:// mkventurescapital.com/policies.
During the financial year ended March 31, 2025, the Company has not
received any whistleblower complaints.
b) Policy on Directors' appointment, remuneration, and other
details
Your Company's Policy on Remuneration of Directors, Key Managerial
Personnel and other Employees of the Company is formulated to attract, retain and motivate
members of the Board and other executives of the Company. The Remuneration Policy of the
Company provides a balanced and performance-related compensation package to the members of
the Board and senior management personnel of the Company, taking into account
shareholder's interests, industry standards and relevant rules and regulations.
The Policy also provides for the criteria and qualifications in
evaluating the suitability of a person for being appointed as Director & in senior
management that are relevant for the Company's operations.
The Company's policy relating to appointment of Directors and
their remuneration, is available on the Company's website at
https://mkventurescapital.com/policies.
c) Policy on Prevention of Sexual Harassment
The Company is committed to providing a work environment which ensures
that every woman employee is treated with dignity and respect and afforded equitable
treatment. The Company is also committed to promoting a work environment that is conducive
to the professional growth of its women employees and encourages equality of opportunity.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
As per Companies (Accounts) Second Amendment Rules, 2025 we are hereby
providing the details as required:
| Sr. No |
Particulars |
No. of Complaints |
| 1 |
The number of sexual harassment complaints received during
the year |
0 |
| 2 |
The number of such complaints disposed of during the year |
0 |
| 3 |
The number of cases pending for a period exceeding ninety
days |
0 |
d) Internal Financial Control
The Company has in place proper and adequate internal financial control
systems commensurate with the nature of its business, size and complexity of operations.
Internal control systems comprise policies and procedures that are designed to ensure the
reliability of financial reporting and compliance with applicable laws and regulations.
Necessary policies and procedures are in place inter alia to
ensure that all assets and resources are acquired economically, used efficiently and
protected adequately.
e) Statement under Maternity Benefit Act, 1961
Your Company is fully compliant with the provisions of Maternity
Benefit Act, 1961.
DISCLOSURES
a) Particulars of contracts or arrangements with related parties
The Company has put in place a Policy on Related Party Transactions
("RPT Policy"), which is approved by the
Board of Directors of the Company. The RPT Policy provides for the
identification of Related Party Transactions, necessary approvals by the Audit Committee /
Board / Shareholders, and reporting and disclosure requirements in compliance with the
provisions of the Act, and SEBI (LODR) Regulations, 2015.
All contracts or arrangements or transactions that were entered into by
the Company with the related parties during the year under review were in the ordinary
course of the business of the Company, and the same were on an arm's length basis.
Also, all those transactions were in accordance with the provisions of the Companies Act,
2013, read with the rules issued thereunder.
"All Related Party Transactions were submitted to the Audit
Committee. Prior omnibus approval from the Audit Committee was obtained for transactions
that were either unforeseen or repetitive in nature." Particulars of material
contracts or arrangements or transactions on an arm's length basis are disclosed in
the prescribed Form AOC-2 and annexed as Annexure- III, which forms an integral
part of this Report.
Further, the detailed disclosure of Related Party Transactions as per
IND AS-24 and as per Schedule V of the SEBI
(LODR) Regulations, 2015, containing the name of the related party and
details of the transactions entered with such related party have also been provided in the
financial statements. For further details, members may refer to notes to the Standalone
Financial Statements.
b) Particulars of loans given, investments made, guarantees
given, and securities provided
The particulars of investments made, loans/ guarantees given, and
securities provided, if any, have been disclosed at respective places in Standalone
Financial Statements under appropriate headings, which form part of the Annual Report.
c) Corporate Social Responsibility Expenditure
Your Company has formed the Corporate Social Responsibility
(‘CSR') Committee as per the requirements of the
Companies Act. The details of the composition of the CSR Committee are
covered in the Corporate Governance Report, which forms a part of the Annual Report. On
the recommendation of the CSR Committee, the Board of Directors of your Company has
approved the CSR Policy which is available on the website of your Company at
https://mkventurescapital.com/policies
The brief outline of the Corporate Social Responsibility
(‘CSR') Policy of your Company and the CSR activities undertaken by the Company
during the financial year are set out in this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
This commitment is detailed in the Annual Report on CSR activities,
which is annexed to this report as Annexure – IV.
d) Particulars of employees
Disclosure pertaining to remuneration and other details, as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-V
forming part of this Report.
Further, a statement showing names and other particulars of employees
as specified pursuant to Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this
Report. However, in terms of Section 136 of the Act and the aforesaid Rules, the Annual
Report and financial statements are being sent to the members and others entitled thereto,
excluding the said statement. Members interested in obtaining a copy thereof may write to
the Company Secretary at info@mkventurescapital.com.
e) Corporate Governance Report
The Report on Corporate Governance, as stipulated under Regulation 34
of the Listing Regulations is annexed to this Report. The Corporate Governance Report also
contains certain disclosures required under the Act for the financial year under review.
A Certificate from Ms. Shruti Somani, Secretarial Auditor of the
Company, regarding the compliance of the conditions of Corporate Governance as stipulated
in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance
Report forming part of this Annual Report.
f) Management Discussion And Analysis Report
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis
Report for the year under review has been presented in a separate
section forming a part of this Annual Report.
g) Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) of the Company as on March 31, 2025, is available on the website of the
Company at https://mkventurescapital.com.
h) Compliance With Secretarial Standards
During the financial year under review, the Company has complied with
the requirements prescribed under the
Secretarial Standards on Meetings of the Board of Directors (SS–1)
and General Meetings (SS–2) read with the applicable circulars issued by the Ministry
of Corporate Affairs (‘MCA').
i) Conservation of Energy And Technology Absorption
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013,
read with Rule 8(3)(A & B) of the Companies (Accounts) Rules, 2014, regarding
Conservation of Energy and Technology Absorption are not applicable to the Company.
j) Material Changes Affecting the Financial Position of The
Company
No material changes and commitments which could affect the
Company's financial position have occurred between the end of the financial year of
the Company and the date of this report.
k) Listing Of Shares
The shares of your Company are listed on BSE Limited.
l) Significant And Material Orders Passed By The Regulators or
Courts
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
m) Foreign Exchange Outgo And Earnings:
During the year there were no foreign exchange transactions in the
Company. The particulars regarding foreign exchange inflow and outflow are as follows:
| Sr. No. |
Particulars |
FY 2024-25 |
FY 2023-24 |
| i) |
Foreign Exchange earnings |
Nil |
Nil |
| ii) |
Foreign Exchange outgo |
Nil |
Nil |
n) Policy On Directors' Appointment and Remuneration
Including Criteria For Determining Qualifications,
Positive Attributes, Independence of A Director
Your directors have laid down criteria for the appointment of directors
and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under subsection (3) of Section 178
of the Act, as a part of the Nomination and Remuneration Policy ("NRC Policy")
of the Company.
The Policy is directed towards a compensation philosophy and structure
that will reward and retain talent and provides for a balance between fixed and incentive
pay reflecting appropriate to the working of the Company and its goals.
The NRC Policy is also available on the website of the Company at
https://mkventurescapital.com/policies
o) Other Disclosures During the year under review:
- There was no change in the nature of business of the Company;
- Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act, were not applicable for the
business activities carried out by the Company;
- There was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016;
- There was no one-time settlement entered into with any Bank or
financial institutions in respect of any loan taken by the Company.
p) Acknowledgements
Your directors would like to place on record their gratitude for the
valuable contribution made by the employees for their efforts, teamwork and
professionalism at all levels.
Your directors acknowledge and place on record their sincere
appreciation for the continued support, cooperation, guidance and encouragement received
from the members, government, regulatory and statutory bodies including the Company's
bankers.
We look forward to receiving your continued support and cooperation in
future as well.
| For MKVentures Capital Limited |
|
| Sd/- |
Sd/- |
| Madhusudan Murlidhar Kela |
Sumit Bhalotia |
| Managing Director |
Director |
| DIN: 05109767 |
DIN: 08737566 |
| Date: August 07, 2025 |
|
| Place: Mumbai |
|
|