Dear Members,
MKVENTURES CAPITAL LIMITED
Your directors have the pleasure in presenting the 32nd Directors' Report of
the Company on the business and operations together with the audited results for the year
ended March 31, 2023.
1. FINANCIAL PERFORMANCE (Rs. in Crores)
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Revenue |
27.36 |
13.72 |
27.46 |
- |
Total Operating Expenses |
1.61 |
0.86 |
0.61 |
- |
Profit before Interest, Depreciation, Taxation |
25.75 |
12.86 |
25.85 |
- |
| Interest |
4.00 |
6.72 |
4.00 |
- |
| Depreciation |
0 |
0.01 |
0 |
- |
Profit before Taxation |
21.75 |
6.18 |
21.85 |
- |
| Tax Expenses |
5.45 |
1.56 |
5.48 |
- |
Net Profit for the year |
16.30 |
4.57 |
16.37 |
- |
Earnings Per Share |
|
|
|
|
Basic (in Rs.) |
47.71 |
13.36 |
47.91 |
- |
Diluted (in Rs.) |
47.71 |
13.36 |
47.91 |
- |
2. REVIEW OF FINANCIAL PERFORMANCE
During the year under review, your Company's standalone revenue was Rs. 27.36 Crores as
against Rs. 13.72 Crores of the corresponding previousyear,anincrease ProfitAfter Tax
of Rs.16.30 Crores 99.44%Y- -Y.TheCompanyhasearnedNet against Rs.4.57 Crores of the
corresponding previous year, registering a Y-o-Y growth of 257%.
3. DIVIDEND
The Directors do not recommend any dividend for the financial year ended March 31,
2023.
4. SHARE CAPITAL
The Issued, Subscribed & Paid-up Capital of the Company as on 31st March 2023
stands at Rs. 3,41,64,000/- divided into 34,16,400 Equity Shares of Rs. 10/- each.
During the year, your Company did not issue shares with differential voting rights nor
grant any stock options or sweat equity.
During the year, your Company had taken approval from its Board on December 20, 2022,
for raising of funds through the Rights Issue to comply with the Minimum Public
Shareholding Requirement under Rule 19(2)(B) and Rule 19A of the Securities Contract
(Regulation) Rules, 1957 read with Regulation 38 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI
(LODR) Regulations, 2015"]. As a result of the exercise, the shareholding of the
promoters got reduced from 83.66% to 74.36%. The Rights Issue was completed on May 2,
2023.
5. TRANSFER TO RESERVES
During the year under review, there was no transfer to the reserves.
6. INDUSTRY OVERVIEW
NBFC segment plays a vital 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. A diverse array of financial institutions, including commercial banks,
insurancefirms,non-bankingfinancialinstitutions, co-operatives, pension funds, mutual
funds, and other smaller financial organisations, make up India's financial industry. NBFC
sector in India is significantly contributing to the development of essential
infrastructure and transportation. It is also instrumental in generating employment,
fostering wealth creation, and promoting economic progress among the less privileged
sections of the Indian society. NBFCs have not just transformed the lending landscape in
India by offering credit financing to the unstructured, but they have also successfully
combined technology with credit evaluation procedures to offer customers a swift and
hassle-free financing experience.
After a challenging phase, the focus of NBFCs is now gradually shifting away from
managing asset quality issues to capitalizing on growth opportunities. As per CRISIL
report on NBFC's, Assets under management of NBFCs are anticipated to rise 13– 14% in
FY 2024,comparedtosingle-digitgrowthduringtheprevious3fiscalyears (2020 22), and this
trend is anticipated to continue. Today, NBFCs are more powerful, resilient, and
well-positioned in almost all operationally important metrics. In the previous 4 years,
NBFCs have raised about Rs. 70,000 crore in equity, which has significantlyimproved
gearing. The improved gearing was also influenced by the muted business environment during
the previous 3 fiscal years (2020-22). Provisioning levels have also risen in the last few
years as NBFCs have developed management overlays to account for uncertainties.
Additionally, reconstructed books are now insignificant. Overall, the sector's balance
sheets are stronger. These, along with the ongoing improvement in economic activity, have
improved the sector's ability to seize growth prospects today.
7. BUSINESS OVERVIEW
NBFC segments provides huge growth opportunities particularly after the development of
last few years. We have witnessed reasonable degree of consolidation in the NBFC sector.
Consumer facing NBFCs are witnessing significantly high growth vs other segments. Within
consumer facing NBFCs, unsecured loans primarily through digital lending medium has grown
multi-fold in recent years. Micro finance segment has also turned around post-covid
related disruption. Most of the MFIs are reporting high double digit growth with very low
credit cost. As per estimates Retail focussed NBFCs will continue to grow at healthy rate
for next few years. Given the government's emphasis on the development of infrastructure
projects, demand for credit from the infrastructure sector like roads, railways, renewable
energy, and transmission is anticipated to remain high in the future. Large ticket size
loans are expected to increase in the Infrastructure space which will majorly be disbursed
by banks and large NBFCs. However, within NBFCs it is largely the public sector
enterprises which are focusing on wholesale lending. Key challenge for NBFC sector
continues to be on the liability side. Stress on capital availability which was triggered
post
IL&FS episode has largely reduced in last couple of years led by focussed efforts
from the regulators side. However, high cost of funds as well rising competition from
banks particularly in the retail segment may impact growth in select segments.
8. COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in accordance with the
relevant accounting principles and also complies with the accounting standards issued by
the Institute of Chartered Accountants of India.
9. SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made
thereunder, Ms. Shruti Somani, Practising Company Secretary was appointed as Secretarial
Auditor of the Company to undertake the Secretarial Audit of the Company for the year
under review. The Report on the secretarial audit is annexed herewith as Annexure
–I which forms an integral part of this Report and it does not contain any
qualification.
10. DETAILS OF SUBSIDIARIES
During the year under review, your Company acquired the entire share capital of
Destination Properties Private Limited ("DPPL"), which resulted in DPPL becoming
its wholly-owned subsidiary.
DPPL currently does not have any business operations. Its total revenue decreased from
Rs.0.64 Crore in 2021-22 to Rs. 0.10 Crore in 2022-23. Profit After Tax stood at Rs. 0.06
Crore for 2022-23 against Rs. 0.63 Crore in 2021-22.
As per the provisions of the Act, read with the applicable rules framed thereunder and
SEBI (LODR) Regulations, 2015 and applicable Indian Accounting Standards ("Ind
AS"), the Board of Directors at its meeting held on May 30, 2023, approved the
audited standalone financial statements of the Company for the financial year ended March
31, 2023, and the audited consolidated financial statements of the Company and of its
subsidiary, for the financial year ended March 31, 2023. In accordance with Section 129 of
the Act, the said audited financial statements form part of this Annual Report. The
separate statement containing the salient features of the financial statements of the
subsidiary of the Company in the prescribed Form
AOC-1 is annexed as Annexure - II. The statement also provides highlights of the
performance and financial position of the subsidiary and its contribution to the overall
performance of the Company.
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 financial statements of the subsidiary of the Company for the financial
year ended March 31, 2023, 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 for obtaining a copy of the same. Further, the aforesaid documents shall also be
available for inspection by 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. 11. 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 Report.
12. CORPORATE SOCIAL RESPONSIBILITY ("CSR'')
During the year, the Net Profit of the Company exceeded Rs. 5 Crores, accordingly
provisions pertaining to Corporate Social
Responsibility ("CSR") as contained in Section 135 of the Companies Act, 2013
became applicable. In terms of the said provisions, your Company has formed a CSR
Committee to approve the activities to be undertaken, expenditure to be incurred and to
monitor the performance of the CSR activities undertaken by the Company.
The CSR Committee comprises of Mr. Madhusudan Kela, Managing Director and Mr. Sanjay
Malpani and Mrs. Shruti Bahety as the Independent Directors. The Company Secretary of the
Company acts as the Secretary to the Committee.
The Company's CSR Policy provides guidelines and lays down the procedure to undertake
CSR activities of the Company. The CSR Policy is also available on the website of the
Company at https://mkventurescapital.com.
13. CORPORATE GOVERNANCE REPORT
During the year, the Net Worth of the Company exceeded Rs. 25 Crores. Accordingly, the
compliances pertaining to Corporate Governance as per the SEBI (LODR) Regulations, 2015
have become applicable. Your Company shall ensure to adhere with the compliances of the
same.
Your Company is committed to pursuing and adhering to the highest standard of Corporate
Governance as set out under the said regulations. Towards compliance with Regulation 34
read with Schedule V of the SEBI (LODR) Regulations, 2015, a Report on Corporate
Governance for the year under review is presented in a separate section forming part of
this report.
Ms. Shruti Somani, Practising Company Secretary confirming the compliance with the
conditions of ACertificate 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.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the directors
confirm that: i) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii) they had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable andprudent affairs of the Company at
the end of the financial astogive trueand view thestate year and of the profit of the
Company for the period;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other regularities;
iv) they had 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 that such internal financial controls are adequate and were operating
effectively;
vi) they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
15. 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.
16. DISCLOSURE OF EMPLOYEES UNDER RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
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-III 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. 17.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of investments made, loans/ guarantees given and securities provided,
if any, has been disclosed at respective places in Standalone Financial Statements under
appropriate heading, which form part of the Annual Report.
18. 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, 2023, is available on the website of the Company at
https://mkventurescapital.com.
19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the SEBI
(LODR) Regulations, 2015, the Company has in place the Vigil Mechanism and Whistle Blower
Policy which provides a mechanism to its directors, employees and other stakeholders to
raise concerns about any wrongdoing in the Company and provide for adequate safeguards
against victimisation of the persons who avail this mechanism.
Your Company encourages its employees to come forward and express these concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy without fear of any nature whatsoever, or fear of any unfair
treatment.
While none of the whistle-blowers are denied access to the Audit Committee, no
whistle-blower complaint was received by the Company during the year under review.
The Whistle Blower Policy of the Company has been displayed on the Company's website
at: https://mkventurescapital.com/ policies .
20. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
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.
Your directors further state that the Company has put in place the Policy for
Prevention / Prohibition / Redressal of Sexual Harassment of Women at the Workplace and
also constituted an Internal Complaints Committee in accordance with Section 4 of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
to hear and dispose of the cases relating to sexual harassments.
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.
21. 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 placed before the Audit
Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions
which are of unforeseen or repetitive nature.
Particulars of material contracts or arrangements or transactions at arm's length basis
are disclosed as per the prescribed Form AOC-2 and annexed as Annexure- IV which
forms an integral part of this Report.
Further, the detailed disclosure on 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.
22. 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, compliance with applicable laws and regulations.
Necessary policies and place inter alia to ensure that all assets and resources are
acquired economically, used efficiently and protected adequately.
23. BOARD, COMMITTEES, KEY MANAGERIAL PERSONNEL AND MEETINGS Board of Directors
The Board of Directors ("Board") of the Company has an optimum combination of
executive and non-executive directors (including an Independent Woman Director). The Board
composition is in conformity with the extant applicable provisions of the 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 rich experience and expertise. The Board provides
leadership, strategic guidance and discharges its fiduciary duties of safeguarding the
interest of the Company and its stakeholders.
Presently, Board comprises of the following members:
Sl. No. |
Name of the Director |
Designation |
Date of Appointment |
| 1. |
Madhusudan Murlidhar Kela |
Managing Director |
March 10, 2022 |
| 2. |
Sumit Bhalotia |
Non-Executive Director, |
March 27, 2022 |
|
|
Non-Independent Director |
|
| 3. |
Sanjay Malpani |
Independent Director |
March 27, 2022 |
| 4. |
Swati Mukesh Dujari |
Independent Director |
September 3, 2012 |
Note: During the year Mr. Subhash Mundra, Independent Director resigned with effect
from May 14, 2022.
During the year Mr. Sumit Bhalotia, Non-Executive Non-Independent Director and Mr.
Sanjay Malpani, Independent
Director joined the Board with effect from May 27, 2022.
Board Committees
In accordance with applicable provisions of the Companies Act, 2013, the Board has
constituted the following committees:
SI. No. |
Name of Committee |
Name of Member |
Category |
Date of Appointment |
Date of Cessation |
1. |
Audit Committee |
Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27, 2022 |
|
|
|
Swati Dujari |
Independent Director, Member |
|
|
|
|
Madhusudan Kela |
Managing Director, Member |
May 27, 2022 |
|
2. |
Nomination and Remuneration Committee |
Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27, 2022 |
|
|
|
Swati Dujari |
Independent Director, Member |
|
|
|
|
Sumit Bhalotia |
Non-Executive Director, Member |
May 27, 2022 |
|
3. |
Stake Holders Relationship Committee |
Madhusudan Kela |
Member |
May 27, 2022 |
|
|
|
Sanjay Malpani |
Member |
May 27, 2022 |
|
|
|
Sumit Bhalotia |
Member |
May 27, 2022 |
|
4. |
Share Transfer Committee |
Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27, 2022 |
|
|
|
Madhusudan Kela |
Managing Director, Member |
May 27, 2022 |
|
|
|
Sumit Bhalotia |
Non-Executive Director, Member |
May 27, 2022 |
|
5. |
Finance Committee |
Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27, 2022 |
|
|
|
Madhusudan Kela |
Managing Director, Member |
May 27, 2022 |
|
|
|
Sumit Bhalotia |
Non-Executive Director, Member |
May 27, 2022 |
|
6. |
Rights Issue Committee |
Sanjay Malpani |
Independent Director, Chairperson of the Committee |
May 27, 2022 |
|
|
|
Sumit Bhalotia |
Non-Executive Director, Member |
May 27, 2022 |
|
|
|
Swati Dujari |
Independent Director, Member |
May 27, 2022 |
|
The Composition including the role, terms of reference and the power of aforesaid
committees are in conformity with the requirement of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.
Key Managerial Personnel (KMP)
As on the date of this Report, Mr. Madhusudan Kela, Managing Director, Mr Rashmee
Mehta, Chief Financial Officer and Mr Sanket Rathi, Company Secretary and Compliance
Officer are the Key Managerial Personnel of the Company in accordance with the provisions
of Section 2(51) read with Section 203 of the Act.
Appointment/Re-appointment and cessation of Directors and Key Managerial Personnel
With effect from May 27, 2022, Mrs. Ankita Chandak resigned as a Company Secretary and
Compliance Officer and Mr Sanket Rathi was appointed as Company SecretaryandComplianceOfficerof
the .Mr. Rashmee Mehta was appointed as the Chief Financial Officer with effect from
September 9, 2022.
Directors retiring by rotation
In accordance with the provisions of Section 152 of the Act read with the Companies
(Management & Administration) Rules, 2014 and the Articles of Association of the
Company, Mr. Sumit Bhalotia (DIN: 08737566), Non-Executive Director of the
Company retires by rotation at the ensuing Annual General Meeting and being eligible,
offer himself for re-appointment. Your
Board of Directors recommends his appointment.
Details regarding Board/Committee Meetings
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 Company's business and the matters incidental thereto.
Details of the meetings held during the year are as under:
Sr. No |
Body |
Number of time met during the year |
Dates |
| 1 |
Board |
8 |
May 27, 2022 |
|
|
|
August 8, 2022 |
|
|
|
September 8, 2022 |
|
|
|
November 12, 2022 |
|
|
|
December 20, 2022 |
|
|
|
January 16, 2023 |
|
|
|
January 27, 2023 |
|
|
|
March 20, 2023 |
| 2 |
Audit Committee |
6 |
May 27, 2022 |
|
|
|
August 8, 2022 |
|
|
|
November 12, 2022 |
|
|
|
December 20, 2022 |
|
|
|
January 16, 2023 |
|
|
|
January 27, 2023 |
| 3 |
Nomination and |
4 |
May 27, 2022 |
|
Remuneration Committee |
|
|
|
|
|
August 8, 2022 |
|
|
|
September 8, 2022 |
|
|
|
November 12, 2022 |
| 4 |
Rights Issue Committee |
4 |
December 20, 2022 |
|
|
|
January 4, 2023 |
|
|
|
January 27, 2023 |
|
|
|
February 9, 2023 |
| 5. |
Finance Committee |
3 |
November 12, 2022 |
|
|
|
December 21, 2022 |
|
|
|
January 27, 2023 |
| 6. |
Share Transfer Committee |
1 |
August 8, 2022 |
| 7. |
Stakeholders Relationship |
1 |
January 16, 2023 |
|
Committee |
|
|
| 8. |
Independent Directors |
1 |
January 16, 2023 |
Note:
The numbers and frequency of aforesaid meetings are in compliance with applicable
provisions of 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.
Annual General Meeting/Extraordinary General Meetings:
During the year, the Annual General Meeting of the Company was held on September 08,
2022.
Annual Performance Evaluation
The Board has approved the policy for evaluating the performance of the Board, its
committees and individual directors in compliance with the provision 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.
Declaration by Independent Directors under Sub-Section (6) Of Section 149
All independent directors have submitted requisite declarations confirming that they
(i) continue to meet the criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR)
Regulations, 2015; and (ii) are compliant of the Code of Conduct laid down under
Schedule IV of the Act. They have confirmed that they are not debarred from holding the
office of director by virtue of any SEBI order or any other such authority and that they
have registered their name in the database maintained by Indian Institute of Corporate
Affairs (IICA). In the opinion of the Board, all the independent directors have integrity,
expertise and experience.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors pursuant to Section 164 of the Companies Act, 2013. 24.
STATUTORY AUDITORS
Messrs. ARSK & Associates, Chartered Accountants, (ICAI Registration No. 315082E)
were appointed as the Statutory Auditors of the Company. Currently, they hold Office of
the Statutory Auditors upto the conclusion of the 32 nd Annual General Meeting.
Accordingly, as per the said requirements of the Act, Messrs. ARSK & Associates,
Chartered Accountants (Firm Registration No. 315082E) are proposed to be appointed as the
Statutory Auditors for a period of 5 years commencing from the conclusion of 32nd
Annual General Meeting till the conclusion of the 37th Annual General Meeting,
Messrs. ARSK & Associates has consented to the said appointment and confirmed that
their appointment, if made, would be within the limits specified
underSection141(3)(g)oftheAct.Theyhavefurtherconfirmedthat they are not disqualified to be
appointed as statutory auditors in terms of the provisions of the proviso to Section
139(1), Section 41(2) and Section 141(3) of the Act and the provisions of the Companies
(Audit and Auditors) Rules, 2014.
The Audit Committee and the Board of Directors have recommended the appointment of
Messrs. ARSK & Associates as the Statutory Auditors of the Company from the conclusion
of the 32nd Annual General Meeting till the conclusion of 37th
Annual General Meeting, to the shareholders.
The Report given by the Statutory Auditors on the financial statements of the Company
for the financial of the Annual Report. There has been no qualification, reservation or
adverse remark or disclaimer in their Report
During the year under review, the Statutory Auditors have not reported any matter under
Section 143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.
25. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company is compliant with the applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
26. PUBLIC DEPOSITS
During the year under review, the Company has neither invited nor accepted any deposits
from the public within the meaning of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.
27. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except as disclosed elsewhere in this report, 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.
28. LISTING OF SHARES
The shares of your Company are listed at BSE Limited.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS by the
Regulators/Courts which would impact the going concern status of Therearenosignificant the
Company and its future operations.
30. 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:
S r . No. |
Particulars |
FY 2022-23 |
FY 2021-22 |
| i) |
Foreign Exchange earnings |
Nil |
Nil |
| ii) |
Foreign Exchange outgo |
Nil |
Nil |
31. 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 sub-section (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
reflectingshort- and long-term performance objectives 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
32. OTHER DISCLOSURES
During the year under review:
- There was no change in the nature of business of the Company;
- There was no revision in the financial statements 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
Company.
33. ACKNOWLEDGEMENT
Your directors would like to place on record their gratitude for the valuable
contribution made by the employees with their efforts, teamwork and professionalism at all
levels. Your directors acknowledge the support of the members and also wish to place on
record their sincere appreciation for the continued support, cooperation, guidance and
encouragement received from the government, regulatory and statutory bodies including
Company's bankers.
We are hopeful of receiving your continued support and cooperation in future as well.
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