Ine M O N Ey B Ox X (Formerly Dhanuka Commercial Limited)
Ine M O N Ey B Ox X (Formerly Dhanuka Commercial Limited)
Ine M O N Ey B Ox X (Formerly Dhanuka Commercial Limited)
@@® MONEYBOXX
ine M O N EY B OX X (Formerly Dhanuka Commercial Limited)
CIN - L30007DL1994PLC260191
Redg.Off.:523-A,Somdutt Chambers-ll,
9,Bhikaji Cama Place,New Delhi-110066, India
Tel.:011 4565 7452
E-mail:info@moneyboxxfinance.com
www.moneyboxxfinance.com
Dear Sir/Madam,
This is in continuation to our earlier letter dated August 18, 2021 with regard to intimation for 27th Annual
General Meeting scheduled to be held on Friday, September 24, 2021 at 12:30 P.M. through Video
Conferencing/Other Audio Visual Means ("VC/OAVM") only in accordance with the relevant circulars
issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
The details such as manner of (i) registering / updating email addresses, (ii) casting vote through remote e-
voting and (iii) attending the AGM through VC / OAVM has been set out in the Notice of the AGM.
The Annual Report for the Financial Year 2020-21, including the Notice convening Annual General
Meeting, sent to the members through electronic mode, is enclosed for your record.
The copy of the Notice of the 27th Annual General Meeting & Annual Report for the Financial Year 2020-
21, is also uploaded on the website of the Company at www.moneyboxxfinance.com.
Thanking you,
Yours faithfully,
For MQNEYBOXX FINANCE LIMITED
Ys
(Bhanu Priya)
Company Secretary & Compliance Officer
A-36312
"LET'S BE TOGETHER,
BUILD TOGETHER &
GROW TOGETHER"
MONEYBOXX FINANCE LIMITED
I
01 Corporate Information
02 FY 2020-21 Highlights
03 CEOs’ Message
06 Key Performance Indicators
FOSTERING RELATIONSHIPS
STATUTORY REPORTS
IV 50 Board Report
64 Management Discussion and Analysis
79 Corporate Governance
99 Financial Statements
Cautionary Statement:
The statements made in this report describe the Company’s objectives and projections that may be
forward-looking statements within the meaning of applicable laws and regulations. The actual
result might differ materially from those expressed or implied depending on the economic
conditions, government policies and other incidental factors which are beyond the control of the
Company. The Company is not under any obligation to publicly amend, modify or revise any
forward-looking statements on the basis of any subsequent developments, information or events.
I. INTRODUCTION AND
PERFORMANCE
CORPORATE INFORMATION
BOARD OF DIRECTORS STATUTORY AUDITORS
Mr. Uma Shankar Paliwal Gaur & Associates
Chairman/Non – Executive Independent 107, Laxmi Deep Building, Laxmi Nagar
Director District Centre, Delhi-110092
BANKERS
On the 75th Independence Day this wakeup call was given by our
Honorable Prime Minister. It resonates very well with our business
philosophy as we portray ourselves as a stepping stone for thousands of
individuals who are starting their economic journey.
FY 2020-2021 HIGHLIGHTS
We firmly believe in the strength of our Our Hon’ble Prime minister’s wakeup
portfolio, trust our underwriting expertise, call of “Sabka Prayas” on this 75th
and remain very positive on the long-term Independence Day resonates well with
industry growth outlook. the philosophies of your company and
its customers and stakeholders as we
Also, due to our robust collection are helping each other to achieve new
efficiency, we have been successful in heights and see the next 25 years of
attracting new lending partners despite your company and the country as “Amrit
challenging environment for NBFCs, which Mahotsav” period. In these times, your
has helped us in supporting micro company’s motto becomes all the more
enterprises. relevant:
We believe our debt raising capability will "Let's be together, build together and
significantly improve in the current year grow together"
with maturing relationships with existing
lenders and addition of new lenders. Stay safe. Vaccinate yourself and your
family. Wear masks. Maintain social
We are on the path of becoming profitable distancing. Never forget that “we shall
with very strong growth in AUM despite overcome”.
challenging Q1FY22 posed by 2nd wave of
COVID 19 pandemic.
NUMBER OF LIVE
BRANCHES 22 6800
CUSTOMERS
11
2885
100% 136%
228 AUM
EMPLOYEES 61.88
(INR CRORES)
121
29.28
88% 111%
33.9
17.5
63% 137%
3.84
10.97
PROFITABILITY TO IMPROVE
WITH RISING SCALE
✓ FY21 performance reflected tremendous 3.75
growth in income, due to growth in
scale, despite the problems posed by
the pandemic and associated lockdown
✓ We aim to achieve profitability in FY23
with positive Branch unit economics,
-3.41 -3.89 -3.55 -2.97
ON ASSETS
Relatively positive impact on Returns -10.9%
ROA ROE
7 | Moneyboxx Finance Ltd.
Annual Report 2020-21
KEY PERFORMANCE INDICATORS | Financial Performance
Strong Capital Base and Robust Asset Quality
1.86
MONEYBOXX IS ADEQUATELY
CAPITALIZED
✓ Relatively conservative gearing with
93.65% Debt to Equity being at 1.86 times –
leaves borrowing headroom for Growth
0.59
✓ Adequately capitalized for growth with
39.40%
high quality Capital Adequacy Ratio of
39.40% as of March 2021
105%
100.0% 99.8% 99.7%
99.5% 99.8%
100.0% 100.0% 99.8% 99.7% 99.6%
100% 99.0%
98.0%
99.7% 99.1%
99.9% 99.6% 98.9% 99.0%
98.2% 99.2%
95% 98.8% 99.2%
95.8%
90%
Exceptional Cumulative Collection
89.9%
Efficiency of over 99% as of March 2021
85%
80%
Jun-20
Jul-20
Jan-21
Dec-20
Feb-21
Mar-21
Aug-20
Sep-20
Nov-20
Apr-20
May-20
Oct-20
MADHYA PRADESH
5 Branches
LENDERS IN FY 2020
45.01
TOTAL DEBT RAISED – INR 41.5CRORE
28.61
15.96 17.07
14
7
2 2
Services 2.4%
Kirana 7.3%
Punjab
16.5% Mfg. 6.6%
Rajasthan
40.6%
Madhya
Pradesh Trading
22.8% 19.9%
Livestock
63.7%
Haryana
20.1%
Current Delinquent
11.9 Micro
Micro 8
Debt Demand by Total MSME Debt Formal Debt Supply Credit Gap Gap by MSME
MSME Demand
Source : IFC Report ‘Fina nc ing India’s MSMEs: Estimat ion of Debt Require me nt of MSMEs in India’ Nov 2018
FY2024 GOALS
100 1000
BRANCHES E MP L OY E E S
II. Teamwork
Every team member is handpicked by the
management and guided by experienced
professionals with deep industry
knowledge to make sure that everyone
adds value to the organization.
III. Excellence
We strive to deliver our products and
services efficiently backed by an
experienced team and robust technology,
to help small micro-entrepreneurs.
IV. Integrity
We drive this organization on certain core
ethical principles. We believe in doing the V. Innovation
right thing, being truthful and honest with We invest in cutting edge technology and
all our stakeholders, thus fostering innovation. We leverage analytics, artificial
trustworthiness and transparency with all intelligence and machine learning
involved. technologies to grow at rapid speed and huge
scale.
VI. Transparency
As we thrive on a relationship-based
approach, with an aim to impact not just our
direct customer but their families – we aspire
to work towards 100% transparency and full
disclosure.
4.SALES
3.OPERATIONAL EXCELLENCE
A hands-on, on ground team
Our digitally-enabled processes and
backed by digitally enabled back-
systems are aligned with the goal of
end support, has been successful in
ensuring a hassle-free operational
boosting sales activity as well as
procedure.
enhancing sales productivity.
5.CUSTOMER EXPERIENCE
Our Impact Financing framework ensures that we are not only catering to the
financial needs of the customer but also build a deep and long lasting
relationship with them to ensure a personalized, hassle free experience
throughout their loan tenure.
9.ORGANISATIONAL
8.AGILE IT & DATA ANALYTICS STRCUTURE & TALENT
Integrating mean, agile tech systems Here our lean physical setup comes
at work to enhance process speed together with our mean technology
and productivity, allow teams to base, to form our ‘phygital model’ of
focus on business growth and working towards effective end to
strategy. end customer lifecycle
management.
DIRECT-TO-CUSTOMER
We reach out to our customers directly, without third-party agents,
hence focusing on relationship-based business instead of a
transaction or product-based approach.
ANALYTICS
Crunching of data points is enabled at the backend for segmental
understanding of small but valued businesses. Supervised Machine
Learning algorithms like Random Forest and Logistic regression are
used for predictive analysis and customer sentiment analysis.
DIVERSIFICATION
Our unique Credit approach allows us to strategically and
cautiously spread risk across sectors and geographies to ensure
lesser risk of conditions affecting different sectors over time.
Senior Management
Day-day Risk management Review & challenges Line 1 Internal Audit Department
Risk Measurement & Mitigation Continuously monitors control review of efforts of levels 1 & 2
Internal Control Measures Specialist Advisory & Training
Information and Cyber Security ✓ This function develops the CRM policy,
With a powerful internal information examines risks and relays important
security division in place, we are able to information to the management.
address information and cyber security Other responsibilities include putting
related risks through a risk-based cyber- together a scoring/rating framework,
security framework. The Information and examining capital for credit risk,
Cyber Risk Division (ICRD) allows cyclical reviews of portfolio, tracking
dismissal and redressal of cyber security of large borrowers and risk limits,
and Information security risks across the examining credit concentration,
IT landscape. evaluating portfolio quality, initial
warning signals, stress testing and
Enterprise Risk Management (ERM) more. The Credit Risk Management
✓ Examining and monitoring the Department ensures competency and
organization’s risk profile, risk appetite, validity of the CRM framework
strategic planning and capital
competence Asset Liability Management (ALM) and
✓ Informing and thoroughly Market Risk Management
communicating about capital ✓ ALM committee holds accountability
incompetency, alterations in capital for distinguishing and escalating
assessments, risk management notices prominent risks, controlling excess,
from regulatory authorities to the efficiently. It is also accountable for
Board, RMC and Senior Management putting together a well thought
✓ Developing and assessing stress-testing through Risk Management Policy to
framework locate, measure, manage liquidity and
interest rate risks
Credit Risk Management (CRM) ✓ Other responsibilities of the
✓ Head of the Risk Management committee include; initiating links
Department, the Chief Risk Officer between ALM system and other risk
(CRO) reports directly to the CEO and management systems to enable
holds accountability for accessing, controlled, integrated risks across
measuring, examining and controlling levels; pinpointing any ALM risks in the
risks organization's repertoire, enabling
effective risk measurement procedure
for dismissing and attenuating ALM
risk
22 | Moneyboxx Finance Ltd.
Annual Report 2020-21
✓ Further, it enables useful inputs for capital planning for smooth future funding
activities, with the greater goal of profit planning/ business development;
conducting ALCO at least once per quarter to apprise the management and make
informed decisions
Risk Governance
✓ The Board supervises the Risk Management Committee (RMC) and other
management-level bodies as a part of the Risk Governance framework. RMC is a
Board-level sub-committee, which decides risk policies and strategy for risk
management containing various risk exposures of the company
✓ The company has management-level committees to address risks such as credit risk,
market risk, operational risk, information security risk and more
✓ Audit Committee assists the Board in carrying out its oversight responsibilities as
they relate to our financial and other reporting practices, internal control,
compliance with laws, regulations and ethics
OVERSIGHT
Board of Directors
Audit Committee
of Board
RISK INFRASTRUCTURE
Risk Management Committee
RISK OWNERSHIP
Credit Risk Management Department
Mayur Modi | Co-CEO & COO Deepak Aggarwal | Co-CEO & CFO
✓ Since his early days in his career, ✓ He is responsible for equity and debt
wanted to create an impact raising, treasury management, business
organization in the micro enterprise plan, credit underwriting and
segment profitability improvement initiatives
across the company
✓ At Moneyboxx, responsible for
developing the strategy, building the ✓ He is a Chartered Accountant and has
team, driving the vision and culture relationships with large number of PE
within the organization. He is also Firms, Private Banks, NBFCs and Debt
actively involved in overseeing the Funds especially for large ticket funding
build-up of IT stack (core lending
platform) ✓ Prior to Moneyboxx, he founded a
boutique investment bank based in
✓ He is a Chartered Accountant with more Gurgaon, in practice for 10 years with
than 18+ years of experience in financial core-competence in fund raising
service industry across developed and (private equity and debt) and advising
emerging markets corporates on capital structure, RoE
improvement and strategy consulting
✓ Key expertise include banking and
capital market products, credit ratings ✓ He holds 18+ years of experience,
of financial institutions, industry including with Bank of America, KPMG,
research, relationship and risk GE Capital, Infosys, Evalueserve (for
management Deutsche Bank) in equity and credit risk
analysis
✓ He started his career with GE Capital
and went on to work in large financial ✓ He strongly believes and is keen on
institutions like JP Morgan, HSBC and investing, contributing in areas such as
was instrumental in developing key financial inclusion, impact financing
large relationships across financial and towards health and wellness
institutions
✓ Prior to Moneyboxx Praveen was ✓ Viral Sheth has over 20 years of diverse
founder and CEO of “BetterPower” functional experience in finance
whose vision is to develop the economy covering corporate finance, investment
responsibly and sustainably. Better banking, credit risk and equity research.
Power echoes his vision to make India He has been actively involved in VC, PE
cleaner and greener by providing green and debt fund raise activities in recent
power option to consumers years. In addition to managing large
debt and PE mandates, he has provided
✓ Prior to starting BetterPower, he was CFO Advisory services to start-ups and
Chief Operating Officer of Manipal helped them in VC fund raise
Green Tech India Pvt Limited (a Manipal
Group company) where he was ✓ His areas of expertise include strategic
responsible to set up renewable finance, business/equity valuation and
energy business for the group. Before financial modelling
Manipal Group, he has worked as AGM-
Offtake with Renew Power (a Goldman ✓ At Moneyboxx, he is actively involved in
Sachs company) and as Senior Manager- equity and debt fund raise activities and
Sustainability with Infosys Limited oversees finance function
Our stakeholders are the most vital pillars for our sustainable existence and we uphold
accountability for meeting their expectations - be it the society we operate in, our customers,
our investors, our employees and regulatory bodies. Our business aims to transform their lives in
numerous ways and we aspire to keep enhancing and fostering relationships positively.
OUR SOCIETY
-Interaction with key societal
- Access to Capital
participants (customers, think -Operating only in Tier 3 & beyond
- Foster Entrepreneurship
tanks, governments, regulatory -Product design as per customer
- Employee Opportunities
bodies) requirement
- Livestock Capital & Productivity
-Our business strategies, values -Building technology to grow at
- Gender Inclusion
philosophies rapid pace
- Improved Credit History
-Awareness camps & public -Strong belief in honesty &
- Improved Income
interactions (government policies transparency
- Empower Tier 3 & beyond Cities
& schemes)
OUR CUSTOMERS
-Internal Publications & Circulars -Career Development opportunities -Employee centricity (Flexi-work from
-Performance updates -Responsive Grievance Handling home & leave policies)
-Feedbacks & Surveys process -Learning & Career Development
-Learning & Development -Regular Trainings to learn & develop opportunities
initiatives new skills -Conducting workshops
-Employee Engagement -Work-life Balance -Rewards & Recognition
initiatives -Promoting internal employees first
OUR INVESTORS
-Timely communication of material
- Annual General Meetings information
-Shareholder Value Creation -Increased Investor Engagement
- Annual Reports
-Strong Corporate Governance & Ethics -Regular communication of Business
- Investor Presentations
-Clear & consistent Business Strategy strategy
- Investor / Analysts Meetings
-Disclosure of non-financial metrics -Non-financial disclosures
- Media releases
- Conferences / Video Calls -Compliance & transparency
-Risk Management Framework
OUR REGULATORS
Access to Fostering
Capital Entrepreneur-
ship
Empower
Tier 3 & Employment
beyond Cities Opportunities
Moneyboxx
for
SOCIETY
Improved Livestock
Income Capital &
Productivity
Improved
Gender
Credit History
Inclusion
To know more about how we are impacting society and its individuals, please refer to our
Social Impact Report.
✓ Target Customer (MFI+ & MFI+ +): Micro and small enterprises with unmet credit
needs, often graduating from MFI to individual loans; Focus on livestock, Kirana
stores/shops, trading and small manufacturers
✓ Target Geographies: Tier 3 cities and beyond with initial focus on North, Central and
Western India; following a Cluster based approach
✓ Product: Unsecured business loans in the range of INR 50,000 to 3,00,000 with
tenure ranging from 12 to 36 Months
✓ Origination: Direct-to-Customer’ approach, enabling better understanding of
customers and high repeat business. Cluster based approach allows us to cater to a
diverse group of customers in a given geography
Design
Suitable Customer
Product Reach
Moneyboxx
Ethical Digital
Services
for Processes
CUSTOMERS
1. CUSTOMERS
MSEs with unmet credit needs, graduating from MFI to individual
loans; Focus on Livestock, Kirana, Trading and Small Manufacturers
2. PRODUCTS
Unsecured business loans
Ticket size: INR 50,000-300,000
Shorter tenure: 12-36 months
3. GEOGRAPHY
Tier 3 and beyond cities
Cluster approach
Initial focus on Rajasthan, Punjab, Madhya Pradesh and Haryana
4. ORIGINATION
‘Direct-to- Customer’ approach, resulting in better understanding of the
customer and high repeat business.
Cluster based approach allows us to create many customers in a
particular geography.
Technology at work to cater to customers with speed and at scale.
APPROACH
PRIORITIZE
EVALUATE
DISBURSE
MONITOR
“The loan
process was
quick and
easy. ”
Work Life
Balance
Health &
Well-being
Career
Development
Moneyboxx
for
HUMAN
CAPITAL
Rewards &
Recognitions
Employee
Grievance
Promoting Local
Talent
39 | Moneyboxx Finance Ltd.
Annual Report 2020-21
Our organization is working closely with United Nations
the health authorities to ensure that all SUSTAINABLE DEVELOPMENT GOALS
our employees are fully vaccinated. (UN SDGs) Towards Human Capital
8% 9%
13%
87%
92% 91%
Gift vouchers are given to the employees who get married and during their first
childbirth. On the eve of Women’s Day all the female employees were given gift
vouchers.
We endeavour to train our existing workforce and wish to elevate them. Last year, we
promoted 30 people and trained the Sales and Operations (related to Software and
Process) employees with various skill-based training programmes.
Due to the employee friendly policies, the attrition rate of employees is very low.
Career Development
“The secret to a happy life is work worth
doing.”-Justice Sandra Day O’Connor
Employee Grievance
The organization not only believes in
equal growth of all the employees but
also makes sure that all employees are
treated fairly without any bias. For this,
our organization has various policies and
committees in place such as POSH policy,
Employee Grievance Forum, Whistle
Blowing policy, Code of conduct policy.
COVID 19 Initiatives
The organization did not resort to job
cuts or pay cuts. Instead, to boost
employee morale, increments, bonuses
and promotions were given across levels.
Our CEO was constantly connected with
various employee groups across all
locations to infuse a sense of security.
To meet urgent, specific needs of
employees, the organization provided
salary advances and staff loans. Specific
needs were hospitalization of self, spouse,
children, dependent parents and for
payment of housing deposit, educational
expense of their children, or any other
requirement for urgent needs.
All our employees voluntarily contributed
42 | Moneyboxx Finance Ltd.
their one-day salary to the PM Cares
Annual Report 2020-21 Fund.
HOW HAS IT BEEN FOR OUR EMPLOYEES?
Economic Sustainability/Profitability
Moneyboxx is committed to building a scalable and sustainable business model and
the Management has outlined a clear path to profitability with growing scale and
AUM, raising employee productivity and benefits of operating leverage.
We believe that without profits, the business will not be able to scale up. Hence, we
work on strong unit economics.
Total Income from Operations for FY21 was INR 10.97 crore compared to INR 3.75 crore
in FY20, reporting a growth of 192.4% despite the impact of the pandemic which led
to almost NIL growth in AUM in H1FY21, but helped by improving business at existing
branches and addition of new branches.
• Loss before tax for FY21 was INR 3.89 crore compared to Loss before tax of INR 3.41
crore in FY20
• With recognition of deferred tax assets of INR 0.91 crore in FY21, Net Loss for FY21
was INR 2.97 crore compared to a Net Loss of INR 3.55 crore last year
• The losses are attributed to build-out stage costs in the first two years of operations,
though the losses would have been negligible in FY21 had the pandemic not hit
3.84
25.09
2.85
2.09 2.19
19.66 1.83
14.3
10.44 10.71
(0.49) (0.51)
(0.88)
(1.10)
(1.75)
0
Q3 Q4 Q1 Q2 Q3 Q4
FY20 FY20 FY21 FY21 FY21 FY21 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21
Risk Management
93.65%
We at Moneyboxx have risk management
frameworks through which we identify the 0.59
risks associated with our business and also 39.40%
deploy mitigation measures. The biggest
risk for our business is credit default for
which we have very strong management
Debt/Equity Capital Adequacy Ratio
framework right from loan application to
disbursement and collection. Mar-2020 Mar-2021
Economic
Sustainability
/ Profitability
Good
Corporate
Risk
Governance
Management
Moneyboxx
for
INVESTORS
Business Ethics
Robust
&
Collection
Management
Management
United Nations
“We are impressed with the core
underwriting and collection model at
SUSTAINABLE DEVELOPMENT GOALS
Moneyboxx. Their sound process has
(UN SDGs) Towards Investors
ensured a resilient portfolio even in the
present environment. It is our pleasure to
support them in building up their
portfolio and expanding their presence in
new geographies. The funds will help
Moneyboxx to further their cause of
supporting the deserving micro-
enterprises and create a positive impact
in this segment.
Mr. Ankur Bansal
Founder, Blacksoil
Compliance
As a responsible corporate citizen, we abide by the law of land. It is our endeavor to
not only fulfil all regulatory requirements but also surpass regulatory expectations.
There were no cases or litigations against the company in the last year which are
pending at any regulatory body.
BOARD’S REPORT
To the Members,
Your directors are pleased to present the Twenty-Seventh Annual Report on the business and operations of the Company
together with the Audited Financial Statements for year ended March 31, 2021.
A summary of the Company’s financial results for the Financial Year 2020-21 is as under:-
(Figures in INR Lakhs)
COMPANY’S PERFORMANCE
The Revenue from operations for the year under review is INR 1100.82 lakhs (Previous Year: INR 412.22 lakhs) registering a
growth of 167.04% over the previous year. The Operating Loss stood at INR 388.52 lakhs.
Disbursements during FY21 though grew strong by 63.5% to INR 5,544 lakhs compared to INR 3,391 lakhs in FY20, they were
very negatively impacted by COVID-19 in H1FY21. The profit after tax for the year under review was (Rs. 297.52 Lakh).
Your Company diversified its funding sources by adding 7 new lenders in Q4FY21 and total 12 new lenders in FY21, taking the
total lender count to 14 as of March 2021. New lenders in FY21 included reputed names – AU Small Finance Bank, Ambit
50
ANNUAL REPORT 2020-21
Finvest, Ashv Finance, BlackSoil Capital, Caspian Debt, Hinduja Leyland Finance, Capri Global, InCred, UC Inclusive Credit and
others. Total debt raise was INR 4150 lakhs in FY21 which was lower than expected largely due to cautious approached
followed by lenders due to pandemic, but in line with business growth. Continued support from the existing lenders and addition
of new lenders demonstrate the confidence of the lenders in the Company’s credit processes, asset quality, collection efficiency
and the management team.
The Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India have permitted listed companies to
send the Notice of the Annual General Meeting (“AGM”) and the Annual Report to the shareholders by email only in view of
prevailing COVID-19 pandemic situation and difficulties involved in dispatch of physical copies.
Pursuant to the General Circular Nos. 17/2020, 20/2020 and 02/2021 dated 13-April-2020, 5-May-2020 and 13-January-
2021 respectively issued by the MCA. Notice of the AGM along with the Annual Report 2020-21 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note
that the Notice and Annual Report 2020-21 will also be available on the Company’s website at www.moneyboxxfinance.com.
DIVIDEND
During the year under review, the Board of Directors of the Company has not recommended any dividend.
RESERVES
During the period under review, no amount has been transferred to reserves.
SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2021, stood at Rs. 25,00,00,000/- (2,50,00,000 equity shares of
Rs. 10/- each) and the Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs. 20,08,16,510 divided into
2,00,81,651 equity shares of Rs. 10/- each.
During the period under review, the Company has not made any allotment.
The shares of the Company are listed on Main Platform of BSE Limited. The listing fee for the financial year 2021-22 has been
paid.
The continuation of COVID-19 pandemic in the Financial Year 2020-21 has caused a huge disruption creating an
unprecedented impact on the financial well-being of nations, corporations, and individuals. When the pandemic struck and led
to nationwide lockdowns to curtail the transmission of virus, it was natural to fear that the global economy would stay in
extreme stress of the kind not seen since the great depression and would have a long-lasting economic impact.
Although, multiple vaccines were found with impressive efficacy levels in less than a year. Announcement of successful
development of vaccines seemed to lift spirits around the world. Unfortunately, the advent of winter saw several countries
battle second waves of COVID-19 infections, including more virulent strains leading to partial lockdowns. The race between
vaccines and variants is heating up as massive vaccination drives are underway. Much depends on blocking transmission and
not just the disease. A detailed discussion on impact of COVID-19 on the NBFC sector and operations of the Company is
covered in the ‘Management Discussion and Analysis.’
During the period under review, there have been no such changes in the nature of business of the Company.
51
ANNUAL REPORT 2020-21
MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING
OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company between the end of the
financial year and the date of this report.
The provisions of section 135 of the Companies Act, 2013 in relation to the Corporate Social Responsibility (CSR) are not
applicable to the Company. Therefore, such details on expenditure in CSR are not required to be provided in this Report.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
The Company does not have any subsidiary, associate, or joint venture company, therefore the statement containing the salient
features of the financial statement of subsidiaries, associates or joint ventures under the first proviso to sub-section (3) of
section 129 of the Companies Act, 2013 in Form AOC-1 is not applicable.
- Mr. Prashant Agarwal (DIN: 08019634) had resigned from the designation of Chief Financial Officer (CFO), Co-Chief Executive
Officer (Co-CEO) of the Board w. e. f. June 29, 2020.
- Mr. Prashant Agarwal (DIN: 08019634) had resigned from the Directorship of the Company as Whole-time Director and KMP
of the Company w.e.f. September 09, 2020.
- Mr. Mayur Modi (DIN: 08021679) was designated as Chief Financial Officer (CFO) of the Company w.e.f. June 29, 2020.
- Mr. Mayur Modi (DIN: 08021679) had resigned as Chief Financial Officer (CFO) of the Company w.e.f. September 15, 2020.
- Mr. Deepak Aggarwal (DIN: 03140334) Non-Executive – Non-Independent Director of the Company was appointed and re-
designated as Whole-time Director of the Company and subsequently his appointment was approved by shareholders in the
26th Annual General Meeting to hold office for a term of 3 (three) consecutive years w.e.f. September 15, 2020,
- Mr. Deepak Aggarwal (DIN: 03140334) also designated as Chief Financial Officer (CFO), Co-Chief Executive Officer (Co-CEO)
of the Company w.e.f. September 15, 2020.
- Mr. Atul Garg (DIN: 07093376) was appointed as additional Director in the Capacity of Non-Executive Director of the Company
w.e.f. September 15, 2020, and whose directorship was regularized in the 26th Annual General Meeting held on December 21,
2020.
In the Extra-ordinary General Meeting held on January 03, 2019, members appointed Mr. Mayur Modi, as Co-CEO & Whole-
time Director of the Company w.e.f. January 01, 2019 for the period of 3 year. The present term of Mr. Modi as Whole-time
Director shall expire on December 31, 2021. Considering his rich experience and present role, the Board of Director
recommends the re-appointment of Mr. Modi as Co-CEO & Whole-time Director for another term of 3(three) years w.e.f
January 01, 2022.
Pursuant to the requirements of section 152(6) (c) of the Companies Act, 2013 Mr. Atul Garg (DIN: 07093376), Director retires
by rotation from the Board of Directors and, being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr. Atul Garg (DIN: 07093376) as Director of the Company retiring by rotation.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with
the Company.
Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is duly provided in the Notice of the Annual General Meeting.
52
ANNUAL REPORT 2020-21
As on March 31, 2021, the Board of Directors of your Company consist of 6 Directors. Their details are as follows:
As on March 31, 2021 Mr. Mayur Modi and Mr. Deepak Aggarwal are CO-CEOs & Whole-time Director(s) of the Company, Mr.
Deepak Aggarwal designated as Chief Financial Officer and Ms. Radhika Garg as Company Secretary & Compliance Officer of
the Company are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203
of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, Ms. Bhanu Priya, is appointed as Company Secretary & Compliance Officer as key Managerial Personnel of the
Company w.e.f. August 14, 2021 in place of Ms. Radhika Garg who had resigned w.e.f. August 05, 2021 (close of business hours).
The Board met 5 times during the financial year. The meeting details are provided in the ‘Corporate Governance Report’ that
forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013 except the meeting of the Board of Directors held on June 29, 2020. However, as per the general circular
No. 11/2020, The mandatory requirement of holding meetings of the Board of the companies within the intervals provided in
section 173 of the Companies Act, 2013, stands extended by a period of 60 days till next two quarters i.e., till September 30, 2020.
Accordingly, as a one-time relaxation has been granted to the Companies and the gap between two consecutive meetings of the
Board may be extend to 180 days till the next two quarters, instead of 120 days as required in the Act due to Covid-19 (Corona
Virus) pandemic.
In view of the same, the period under review, your company is properly complied in reference to conduct Board meetings.
There are three (3) Statutory Committees constituted by the Board of the Company:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
Full details pertaining to the composition, size, terms of reference etc. of the aforesaid mentioned Committees are included in
the Corporate Governance Report, which is a part of this report.
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, here by state and duly
confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit & loss of the Company for the financial year 2020-21;
53
ANNUAL REPORT 2020-21
iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities
iv) they have prepared the annual accounts on a going concern basis.
v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and are operating effectively
The Company has received declarations from the Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there
has been no change in the circumstances which may affect their status as independent director during the year.
The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting
the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the
requirements of regulation 25 of the SEBI Listing Regulations.
In adherence of Section 178(1) of the Companies Act, 2013, at present the Company has an appropriate mix of executive, non-
executive and independent directors to maintain the independence of the Board and separate its functions of governance and
management. As of March 31, 2021, the Board had six members, two of whom are executive Directors, two are non-executive
and non-independent member and two non-executive independent directors. One of the Independent directors of the board is
woman.
The policy of the company on director’s appointment and remuneration, including the criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required under sub-section (3) of section 178 of the
Companies Act,2013 is available on our website at www.moneyboxxfinance.com/.
We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy
of the Company.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors
pursuant to the provisions of the Act and SEBI Listing Regulations, 2015. The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board meetings, information and functioning, etc. The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees,
effectiveness of Committee meetings, etc. In a separate meeting of independent directors, performance of non-independent
directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive
directors.
The entire performance evaluation process was completed to the satisfaction of Board.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
DEPOSITS
Your Company is registered with the Reserve Bank of India (RBI), as a Non-Deposit accepting NBFC under Section 45- 1A of
the RBI Act, 1934. Your Directors hereby confirm that the Company has not accepted any public deposits during the year under
review and it continues to be a non-deposit taking non- banking financial company in conformity with the guidelines of the RBI.
54
ANNUAL REPORT 2020-21
The discussion on financial performance with respect to the operational performance, review of operations, and prospects have
been covered in the Director’s Report. Management Discussion and Analysis Report and as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are also presented in separate sections forming part of the
Integrated Annual Report.
PARTICULAR OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as
Annexure- A.
The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered
Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
HUMAN RESOURCES
People of the company are its most essential and valuable assets. In a competitive market like today, the Company ceaselessly
pertains on focusing to attract and retain the right talent. The Company also ensures to extend right opportunities to its
employees for enhancing their potential in the right direction.
During the year, the Company had conducted structured familiar interactions between the employees of the Company and
imparted programmes with regard to sharing information about the Company’s long-term perspective, its growth along with
the growth of employees.
CORPORATE GOVERNANCE
Pursuant to SEBI Listing Regulations, a separate chapter titled ‘Corporate Governance Report’ has been included in this Annual
Report, along with it, the certificate from the Secretarial Auditors of the Company confirming the compliance with regulations
of corporate governance under the SEBI Listing Regulations is annexed to the Report on Corporate Governance and forms part
of this Report.
The Company has duly framed a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate
safeguards against victimization of persons who may use such mechanism.
There was no reporting made by any employee for violations of applicable laws and regulations and the Code of Conduct for
the F.Y. 2020-21.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
work performed by the internal, statutory, and secretarial auditors and external consultants and the reviews performed by
management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s
internal financial controls were adequate and effective during the financial year 2020-21.
In terms of section 139 of the Act, Gaur & Associates, Chartered Accountants (Firm Registration No. 005354C) were appointed
as statutory auditors at the AGM held on September 30, 2019 of the Company to hold office from the conclusion of the 25th
AGM till the conclusion of the 30th AGM for the financial year starting from April 01, 2019 to March 31, 2024. The statutory
auditors have confirmed they are not disqualified from continuing as auditors of the Company.
55
ANNUAL REPORT 2020-21
The statutory audit report for the year 2020-21, is unmodified, does not contain any qualification, reservation or adverse
remark or disclaimer by the statutory auditor.
Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s Shashank
Pashine & Associates, (partner at Juris Consultants Private Limited) having Membership No. A40278 and CP. No. 21229 to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended as on March 31,
2021 is annexed as Annexure- B and forms an integral part of this Report.
The Secretarial Audit Report for the year 2020-21, is unmodified, does not contain any qualification, reservation or adverse
remark or disclaimer by the Secretarial Auditor.
COST AUDIT
The provisions of Section 148 read with the Cost Audit Rules and Cost Audit is not applicable to the Company.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the
Company’s website on www.moneyboxxfinance.com.
The Company, being a non-banking financial company registered with RBI and engaged in the business of giving loans, is exempt
from the provisions of section 186 of the Act in respect of loans and guarantees. Accordingly, the disclosures of the loans given
as required under the aforesaid section have not been made in this Report.
During the year 2020-21, pursuant to section 177 of the Act and regulation 23 of SEBI Listing Regulations, all RPTs were placed
before the Audit Committee for its prior approval. These were reviewed by the Audit Committee periodically. Details of
transactions with related parties during the year under review are provided in the notes to the financial statements. All related
party transactions during the year were conducted at arms’ length and were in the ordinary course of business.
Further, there being no ‘material’ RPTs as defined under regulation 23 of SEBI Listing Regulations, there are no details to be
disclosed in form AOC-2 in that regard. The Directors draw attention of the members to Note No. 27 of the Notes to the
Financial Statements which sets out related party transactions.
Particulars regarding conservation of energy & technology absorption as required to be disclosed pursuant to the Rule 8(3) of
the Companies (Accounts) Rules, 2014 are as under.
(ii) the steps taken by the company for utilising alternate Efforts to conserve and optimize the use of energy
sources of energy through improved operational methods and other
mean will continue as an on-going basis.
56
ANNUAL REPORT 2020-21
There were no foreign exchange earnings and outgo during the year under review (previous year): NIL
RISK MANAGEMENT
Information on the development and implementation of a Risk Management Policy for the Company including identification,
assessment and control of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The
Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee
or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board’s Report.
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 MCA circulars granting exemptions in view of the COVID-19
pandemic.
RBI GUIDELINES
The Company Continues to comply with all the applicable regulators prescribed by the Reserve Bank of India from time to time.
There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going
concern status and the Company’s future operations.
Your Company has neither filed any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the reporting year, hence no disclosure is required under this section. Further, there are no details required to be
reported with regards to difference between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions as your Company has not done any settlement with any Bank
or Financial Institutions.
The Company has duly adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has
duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
57
ANNUAL REPORT 2020-21
The Company has not received any complaints on sexual harassment during the year.
ACKNOWLEDGEMENT
The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited,
Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities,
lenders, financial institutions and the Company’s bankers for the ongoing support extended by them. The Directors also place
on record their sincere appreciation for the continued support extended by the Company’s stakeholders and trust reposed by
them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the across all levels,
resulting in successful performance during the year.
Sd/- Sd/-
(Mayur Modi) (Deepak Aggarwal)
Co- CEO & Whole-time Director Co- CEO & Whole-time Director
DIN: 08021679 DIN: 03140334
58
ANNUAL REPORT 2020-21
ANNEXURE-A
Pursuant to Section 197 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
6 Affirmation that the remuneration is as per the Yes, it is affirmed that the remuneration paid to employees
remuneration policy of the company and KMP’s were based on the Remuneration Policy.
Notes:
1. From September 15, 2020 Onwards, Mr. Mayur Modi, Co-CEO & Whole-time Director Remuneration has been increased from Rs. 2,50,000/- per
month to 3,00,000/- per month.
2. Mr. Deepak Aggarwal, appointed as Co-CEO & Whole-time Director w.e.f September 15, 2020, hence Mr. Aggarwal in receipt of remuneration is w.e.f.
September 15, 2020 and his remuneration fixed at Rs. 3,00,000/- per month.
59
ANNUAL REPORT 2020-21
Annexure- B
To,
The Members,
MONEYBOXX FINANCE LIMITED
523-A, Somdutt Chamber-II 9,
Bhikaji Cama Place,
New Delhi-110066,
India
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Moneyboxx Finance Limited (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner
which provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion
thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the
Financial Year ended on March 31, 2021 complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
financial year ended on March 31, 2021 according to the provisions of:
i.The Companies Act, 2013 (‘the Act’) and the Rules made there under;
ii.The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
iii.The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv.Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment External Commercial Borrowings;
v.The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): -
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not
applicable to the Company during audit period)
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 relating to debt securities
listed on Stock Exchange(s);
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not
applicable to the Company during audit period);
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the
Company during audit period);
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company
during audit period); and
h) The Securities and Exchange Board of India (Debenture Trustees) Regulations 1993.
i) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; and
j) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company
during audit period);
vi. I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof, on test-check basis, the Company has complied with the laws i.e., as stated in the
Annexure I attached herewith, applicable specifically to the Company.
I have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India;
ii. Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015;
60
ANNUAL REPORT 2020-21
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above to the extent applicable except;
- According to the Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company shall submit within 30 days from the date of publication of its standalone and consolidated
financial results for the half year, disclosures of related party transactions on a consolidated basis to the stock exchanges.
There has been delay in filing of disclosure of Related Party Transaction for half year ended on September 30, 2020. The above-
mentioned disclosure was submitted on January 19, 2021. However, BSE vide its e-mail dated January 18 2021 has imposed a fine
of Rs. 2,71,400/- and Company had paid the same on February 01, 2021. Conversely, the stock exchange (Bombay Stock Exchange)
vide email dated July 20, 2021, has waived of the fine levied pursuant to SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/12 dated
January 22, 2020. (Erstwhile SEBI circular SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03, 2018.) under Standard Operating
Procedure (SOP)” and informed the Company that if the Company has already paid the fine amount than the same amount will be
adjusted towards ALF (Annual Listing Fees) / other pending charges / fees payable to the stock exchange, if any.
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the
period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings and agenda and detailed notes on agenda were sent
at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
All decisions of the Board and Committees were carried with requisite majority while the dissenting members’ views, if any,
are captured and recorded as part of the minutes.
I further report that based on review of compliance mechanism established by the Company and on the basis of the
Compliance Certificate(s) issued by the Company Secretary & Compliance Officer and taken on record by the Board of
Directors at their meeting(s), I have an opinion that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines.
I further report that during the audit period the Company has passed the following special/ordinary resolutions which are
having major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines,
standards, etc.
1. To appoint Mr. Atul Garg (Din: 07093376) as a director, categorized as non-executive director of the Company.
2. To approve the appointment and remuneration of Mr. Deepak Aggarwal (Din: 03140334) as the whole-time director of
the Company.
3. To consider and approve the alteration of articles of association of the Company.
61
ANNUAL REPORT 2020-21
I further report that during the audit period, the Company has transacted the following activities throughs the approval of the
Board/committee resolutions which are having major bearing on the Company’s affairs in pursuance of the above referred laws,
rules, regulations, guidelines, standards, etc.
1. The Company has increase the borrowing limits of the Company upto Rs. 500 (Five Hundred) Crores.
2. The Company has the power to create charge on the assets of the company to secure borrowings for an amount not
exceeding Rs. 500 crores.
3. The Company has approved the issuance of Non-Convertible Debentures by way of preferential issue on private placement
basis for an amount not exceeding Rs. 200 Crores in one or more tranches.
Sd/-
CS Shashank Pashine
Proprietor
Membership No: A40278
CP. No: 21229
UDIN No.: A040278C000732299
This report is to be read with my letter of even date which is annexed as “Annexure II” and forms an integral part of this report.
Annexure I
62
ANNUAL REPORT 2020-21
Annexure II
To,
The Members,
MONEYBOXX FINANCE LIMITED
523-A, Somdutt Chamber-II 9,
Bhikaji Cama Place,
New Delhi-110066,
India
Our Secretarial Audit Report for the Financial Year March 31, 2021 is to be read along with this letter.
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper system to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate
effectively.
Auditor’s Responsibility
2. My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company
with respect to secretarial compliances.
3. I believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to
provide a basis for my opinion.
4. Wherever required, I have obtained the management’s representation about compliance of laws, rules and regulations and
happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the future visibility of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
6. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
Sd/-
CS Shashank Pashine
Proprietor
Membership No: A40278
CP. No: 21229
UDIN No.: UDIN No.: A040278C000732299
63
M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S
OUR BUSINESS
Moneyboxx Finance Limited (‘MFL’, ‘Moneyboxx’ or ‘the Company’) is a BSE-listed, Non-
Deposit taking, Non-Systemically Important Non-Banking Financial Company (NBFC-ND-
NSI) registered with the Reserve Bank of India (RBI). It is a subsidiary of Moneyboxx
Capital Private Limited and is engaged in the business of providing small-ticket business
loans to micro and small enterprises. With financial inclusion at its heart, Moneyboxx
caters to unmet credit needs of micro and small enterprises in Tier-III and beyond cities
and rural areas.
With 22 branches spread across four states (Rajasthan, Madhya Pradesh, Haryana, and
Punjab), it caters to credit needs of micro entrepreneurs in important and essential
segments (livestock, kirana, retail traders, micro-manufacturers) by extending business
loans ranging from INR 50,000 to 3,00,000 with tenure ranging from 6-36 months.
O P E R AT I N G E N V I R O N M E N T
Global economic rebound continues after once-in-a-century pandemic shock.
V I TA L R O L E O F M S M E s
India’s 63.4 million Micro, Small and Medium Enterprises (MSMEs) play an important
role in the economy with a 28.9% contribution to GDP and 48.1% to country’s exports.
MSMEs play a vital role in inclusive growth and economic empowerment with 51% of
them situated in rural areas and 99.5% being micro enterprises.
48.1% Exports
Debt Demand by Total MSME Debt Formal Debt Supply Credit Gap Gap by MSME
MSME Demand
Source: IFC Report ‘Financing India’s MSMEs: Estimation of Debt Requirement of MSMEs in India’ Nov 2018
M o n e y b ox x a d d r e s s i n g t h e c r e d i t n e e d s o f ‘ M i s s i n g M i d d l e’
• Bottom of the pyramid borrowers in India are adequately addressed by numerous
MFIs providing small group loans (MFI loans outstanding of INR 2.59 trillion as of
March 2021)
• Secured loans with higher credit size (INR 300,000+) and salaried individuals and
enterprises with documentary proof too are actively pursued by Banks and Fintech
NBFCs
• However, unsecured business loans to Individuals in INR 50,000 to 300,000 ticket-
size range is a severely underserved segment, presenting a huge market opportunity.
Though, few MFIs and SFBs have selectively started giving individual unsecured loans
of up to INR 100,000 the percentage is minuscule
• Additionally, there is growing credit needs of microfinance borrowers graduating to
individual loans
• Fintech companies are unable to serve this segment effectively due to lack of data and
addressing this segment requires on-ground presence for effective underwriting and
collection efficiency
Moneyboxx is addressing the credit needs of these underserved micro and small
enterprises overlooked by Banks and NBFCs.
MSME Commercial Credit: INR trillion Micro Commercial Credit: INR trillion
5.16
20.21 4.83
18.58 18.97 4.53
Medium 1.67
(INR 10-50 6.88 1.56
6.61 6.50 Micro2 (INR 50 1.49
Crores)
Lacs - 1 Crore)
Small (< INR 1-10
Micro1
crores)
(INR 10-50 Lacs)
7.64 8.17 2.31 2.47
7.44 Very Small 2.18
Micro (< INR 1
(< INR 10 Lacs)
crores)
Disbursements to MSMEs grew by 40% to INR 9.48 trillion in FY21 and the sharp jump
in MSME lending was supported by ECLGS (Emergency Credit Line Guarantee Scheme)
of the Government which provided 100% credit guarantee to lenders.
MSME credit outstanding grew by 6.5% YoY to INR 20.21 trillion as of March’21. The
strong rebound in credit demand, accompanied by equally strong credit supply and
ECLGS support, led to growth in the credit outstanding amount of MSME sector to INR
20.21 trillion (lakh crores) and this credit growth was observed across all the
subsegments of MSME lending as shown in the below table.
Commercial Credit by
Mar'19 Mar'20 Mar'21 YOY % CAGR %
Segments (INR trillion)
Micro: < ₹ 1 Crore 4.53 4.83 5.16 6.8% 6.7%
Small: ₹ 1-10 Crore 7.44 7.64 8.17 6.9% 4.8%
Medium: ₹ 10-50 Crore 6.61 6.50 6.88 5.8% 2.0%
MSME Total 18.58 18.97 20.21 6.5% 4.3%
As per TransUnion CIBIL MSME Pulse, June 2021 Report, lending to New-to-Bank (NTB)
MSMEs recovered back to pre-COVID levels, while lending to Existing-to-Bank (ETB)
continues to be buoyant as of March’21. Credit disbursals to NTB MSMEs had dropped
by 90% in April’20 compared to pre-COVID levels and has gradually returned back to 5%
higher than pre-COVID levels in March’21. Credit disbursals to ETB MSMEs jumped to
75% over pre-COVID levels in June’20 due to ECLGS, and since then has sustained at
pre-COVID levels.
‘The significant surge in MSME credit demand post unlocks reasserts India’s growth
story. Government’s pro-growth initiatives like extending ECLGS support to the tune of
INR ¬4.5 lac crores, regulatory reforms like restructuring of loans and the swift
implementation of these initiatives by banks and credit institutions using data analytics
has paved the way for fortifying MSMEs. With these progressive policies and support,
India’s MSME sector is set on a definite resurgence trajectory, and this bodes well for
the future strength and growth of our economy’, states TransUnion CIBIL MSME Pulse
June 2021 Report.
NPA rates remained stable due to high credit growth and various support measures
from government and regulator. NPA rates for MSMEs remained stable at 12.5% for
March’21 compared to 12.6% for March’20. NPA rates jumped across subsegments in
June’20 and reduced by September’20 before inching up again in March’21. Within the
MSME subsegments, the NPA rates are higher for subsegments with larger ticket sizes
and lowest for Micro loans.
Lowest NPA in Micro & Small-ticket loans NBFCs Opportunity to Gain Market Share
18.6%
17.7% 17.4% 16.9% 16.4% 16.8% 12.0% 12.0% 12.0% 12.0% 11.0% 11.0%
10.0% 10.2%
9.4% 9.5% 9.2% 9.2%
Jan-20 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21 Jan-20 Mar-20 Jun-20 Sep-20 Dec-20 Mar-21
Private banks gained market share in new originations at the expense of PSU banks
while the market share of NBFCs remained stable in FY21. Low market share of NBFCs
at around 11% presents an opportunity to gain market share from PSUs.
Additional demand from borrowers graduating from group loans to individual loans
Microfinance Industry (MFI) - INR trillion
2.28
CAGR %
2.28
0.20 0.20
1.79 Not for profit MFI's 17.8%
Major initiatives taken by the Government of India and RBI during FY21 were:
Review of Priority Sector Lending Guidelines
RBI reviewed its priority sector lending (PSL) guidelines with an objective to
harmonize instructions issued to banks and various financial institutions and bring
sharper focus on inclusive development. Through PSL targets for banks, the RBI aims to
enable sections of society, which though creditworthy, are unable to access the formal
banking system, for adequate and timely credit.
Multi-decade Opportunity
Lending to micro enterprises is a sustainable and high growth opportunity given the
huge unmet credit needs of the micro enterprises and the continuous focus and efforts
of the Government of India and RBI on improving on financial inclusion.
Business momentum picked up in the second half of the financial year. Disbursements
during Q4FY21 were INR 25.07 crore, registering a growth of 27.6% compared to
Q3FY21, driven by growth at existing and launch of new branches.
Fast scaling up operations in 2 years since the launch of first branch in Bharatpur,
Rajasthan in Feb 2019.
55.44
22 61.88
33.91
11 29.28
Total Income from Operations for FY21 was INR 10.97 crore compared to INR 3.75 crore
in FY20, reporting a growth of 192.4% despite the impact of the pandemic which led to
almost NIL growth in AUM in H1FY21, but helped by improving business at existing
branches and addition of new branches.
Loss before tax for FY21 was INR 3.89 crore compared to Loss before tax of INR 3.41
crore in FY20. With recognition of deferred tax assets of INR 0.91 crore in FY21, Net
Loss for FY21 was INR 2.97 crore compared to a Net Loss of INR 3.55 crore last year.
The losses are attributed to build-out stage costs in the first two years of operations,
though the losses would have been negligible in FY21 had the pandemic not hit.
Moneyboxx is committed to building a scalable and sustainable business model and the
Management has outlined a clear path to profitability with growing scale and AUM,
rising employee productivity and benefits of operating leverage.
2.09 2.19
19.66 1.83
14.3
10.44 10.71
-0.49 -0.51
-0.88
-1.10
-1.75
0
Q3 Q4 Q1 Q2 Q3 Q4 Q4 Q1 Q2 Q3 Q4
FY20 FY20 FY21 FY21 FY21 FY21 FY20 FY21 FY21 FY21 FY21
Income from Operations
We stopped disbursing PAT (INR crore)
due to nation-wide
lockdown
Diversified Operations
Company’s AUM grew by 111.3% in FY21 to INR 61.88 crore and AUM is well diversified
across geographies and sectors with focus on essential sectors and services, thus
lending stability to portfolio quality. Most livestock borrowers have more than one
sources of income such as agriculture income, small kirana shop or small job which
provides additional stability in income. Once COVID situation improves, exposure to
non-livestock segment expected to go back to pre-COVID levels of about ~50%.
Services 2.4%
Kirana 7.3%
Punjab
16.5% Mfg. 6.6%
Rajasthan
40.6%
Madhya
Pradesh Trading
22.8% 19.9%
Livestock
63.7%
Haryana
20.1%
Moneyboxx grew its loan book with a focus on borrowers in essential sectors (viz.
Livestock, Kirana) helping it build a strong book with negligible NPAs and maintain high
collection efficiency even during the pandemic. High collection efficiency of 97.4%
during the moratorium period March-August 2020 and cumulative collection efficiency
of 99.6% up to March 2021 despite the pandemic is a testimony of very strong
underwriting standards and collection efficiency at Moneyboxx.
90%
89.9%
85%
80%
Jan-20
Mar-20
Jun-20
Jul-20
Jan-21
Mar-21
Feb-20
Nov-20
Dec-20
Feb-21
Aug-20
Sep-20
Apr-20
Oct-20
May-20
Exceptionally strong asset quality with 99.36% of loan portfolio in current category as
of 31 March 2021 and negligible write-offs of INR 10.53 Lakhs during FY21 (0.17% of
Closing AUM).
Gross NPA (INR 13.2 Lakhs) was 0.21% of Loans as of 31.03.2021 compared to Nil as of
31.03.2020. Net NPA (INR 6.6 Lakhs) was 0.11% as of 31.03.2021 compared to Nil as of
31.03.2020. Expected Credit Loss (ECL) provisions stood at INR 30.32 Lakhs (0.49% of
Loan Book) as of 31.03.2021 compared to INR 30.32 Lakhs (1.04% of Loan Book) as of
31.03.2020 which is adequate based on management assessment of very low delinquent
assets.
Moneyboxx is adequately capitalized with a Capital Adequacy Ratio of 39.4% (of which
Tier-I 39.02%) as of 31.03.2021 compared to 93.65% (of which Tier-I 92.62%) as of
31.03.2020. The Company had strengthened its capital base just before the start of
pandemic by raising INR 11.65 crore Equity Capital in Feb 2020.
Moneyboxx also reduced funding cost and diversified its funding sources by adding 12
new lenders in FY21, taking the total lender count to 14 as of March 2021. New lenders
in FY21 included reputed names – AU Small Finance Bank, Ambit Finvest, Ashv Finance,
BlackSoil Capital, Caspian Debt, Hinduja Leyland Finance, Capri Global, InCred, UC
Inclusive Credit and others. Total debt raise was INR 41.5 crore in FY21 which was
lower than expected due to general risk aversion of lenders amidst the pandemic.
Continued support from existing lenders and addition of 12 new lenders demonstrates
the confidence of the lenders in Moneyboxx’s credit processes, asset quality, collection
efficiency and the management team.
45.01 1.86
28.61
93.65%
15.96 17.07
14 0.59
39.40%
7
2 2
CUSTOMERS PRODUCTS
MSEs with unmet credit needs, Unsecured/secured business loans
graduating from MFI to individual Ticket size: INR 50,000-300,000
loans; Focus on Livestock, Kirana, Shorter tenure: 12-36 months
Trading & Small Manufacturers
GEOGRAPHY ORIGINATION
Tier 3 & beyond cities with initial focus ‘Direct - to - Customer’ approach,
on North, Central, Western India; resulting in better understanding of
Cluster approach the customer & high repeat business
Strong Management
TECHNOLOGY
Digital processes and tech-enabled decision making
The Company has put in place an adequate internal control system to safeguard all its
assets and ensure operational excellence. The Company also has a team of internal
auditors to conduct an internal audit which provides that all transactions are correctly
authorized and reported. The Audit Committee of the Board reviews the reports and
wherever necessary, strengthening of internal control systems and corrective actions
are initiated.
Financial year 2021 has been a year of transformation for any organization from Human
Resource perspective. COVID-19 has changed the entire gamut of working culture from
working closely in physical office space to a large work force moving to working
remotely from homes. During the initial phase, many organizations and employees
struggled to adjust to this hybrid model but have now come to terms and operating at
pre-pandemic level from a productivity perspective.
We at Moneyboxx were quick to adjust to this new arrangement and all our employees
could work remotely in the initial phase of the lockdown seamlessly, thanks to our agile
IT systems and various collaboration tools that we deployed to work efficiently.
Moreover, we also ensured that no employee was asked to leave the organization during
these difficult times, but in fact we extended all the rightful claims like salary
increments, bonuses, and additional medical care benefits as per need.
We consider our people as our biggest asset and hence we make sure we hire the right
talent with the right skill set. All employees go through a rigorous interview and
onboarding process. The senior management is personally involved in each and every
hiring, giving the importance it deserves.
We are building an inclusive working culture which is based on trust, respect and
transparency. We believe a high performing culture leads on the above parameters,
leads to high employee productivity and satisfaction. We have an active Rewards and
Recognition program at the organization level to motivate employees and keep the
engagement levels high.
We will continue to invest in our people through various training programs, providing
growth opportunities in both functional and cross-functional roles and provide
mentorship for shaping their careers.
The philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices. The
Corporate Governance practices followed by the company are compatible with best practices and the Company is constantly striving
to better them. Through the Governance mechanism in the Company, the Board along with its Committees undertakes its fiduciary
responsibilities to all its stakeholders by ensuring transparency, fair play and independence in its decision making. In pursuing its
mission of “providing financial assistance to a large number of small businesses which are excluded from the ambit of mainstream
financial services providers so as to enhance their livelihood and promote a productive environment”, your company has enhanced
the level of reporting system, improving internal control, ensure transparency, promptness and fairness in disclosures and
communication with all stakeholders including customers, government authorities, lenders, employees, members/shareholders and
the community at large which ultimately contribute to overall governance.
For accomplishment of the objectives of ensuring fair Corporate Governance, the Government of India has put in place a framework
based on the stipulations contained under the Companies Act, 2013, SEBI Regulations, RBI Direction/ Circular, Accounting
Standards, Secretarial Standards, etc. strong governance practices have rewarded the company in the sphere of valuations,
stakeholders` confidence, market capitalization and high credit ratings in positive context apart from obtaining of awards from
appropriate authorities. Your Company makes all efforts to comply with such standards.
2. BOARD OF DIRECTORS
a) Composition of Board
The Board of Directors reaffirm their continued commitment to good corporate governance practices. During the year under review,
the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations (hereinafter,
“SEBI LODR”), the Companies Act, 2013 and also in terms of Guidelines as issued by Reserve Bank of India with respect to
Composition of Board.
As on March 31, 2021, Board of Directors of the Company comprises of an optimum combination of Executive and Non Executive
Directors as per the regulatory requirements. The Board composition is of 6 (Six) directors out of which 2 (Two) are independent
(including one Women director) and 2 (Two) are non-independent directors. As on the aforesaid date, the Company has 4 (Four) non-
executive directors and 2 (Two) executive director. All the Independent Directors have confirmed that they meet the 'independence'
criteria as mentioned under regulation 16(1)(b) of the SEBI LODR and section 149 of the Companies Act, 2013. The required
disclosures regarding their directorships as required under section 184 of the Companies Act, 2013 and on the Committee positions
held by them in other companies have been duly made by all the directors.
None of the Directors is related to each other and there are no inter-se relationships between the Directors.
The Board of Directors of the Company consists of professionals from varied disciplines. The Board of Directors is made up of highly
experienced and persons of repute and eminence, who ensure sound standards of corporate governance is nurtured. The Company
currently has an optimum mix of Directors on the Board who possess the requisite qualifications and experience. Detailed profile of
the Directors is available on the Company’s website at http://www.moneyboxxfinance.com/
As per the requirement under regulatory compliances, none of the Directors on the Board is a Member of more than 10 Committees
and Chairperson of more than 5 Committees (Committees being Audit Committee and Stakeholders Relationship Committee as per
Regulation 26(1) of the Listing Regulations), across all public companies in which he/she is a Director. The required disclosures
regarding their position in the committees have been duly attained by the Company.
Furthermore, as per the requirement laid under the section 165(1) of Companies Act, 2013 none of the Directors hold office in more
than 20 companies and in more than 10 public companies. No Director holds Directorships in more than 7 listed companies and none
of the Non-Executive Directors serve as Independent Director in more than 7 listed companies as required under the Listing
Regulations. The Whole-time Directors and CEO does not serve as an Independent Director in any listed company.
The details relating to composition and category of Directors, Directorship held by them in other companies and their membership
and chairmanship on various committees of Board for other Public Limited Companies as on March 31, 2021 and the names of the
listed entities where they hold Directorship and the category of such Directorship are given below:
79
ANNUAL REPORT 2020-21
* Excludes Directorships/Chairpersonships in Associations, Private Limited Companies, Foreign Companies, Government Bodies, Companies
registered under Section 8 of the Act and Alternate Directorships.
**Represents Chairpersonships/Memberships of Audit and Stakeholders Relationship Committees in all public limited companies as required
under Regulation 26(1)(b) of the Listing Regulations.
The Twenty Sixth (26th) Annual General Meeting (‘AGM’) of the Company for the Financial Year (‘FY’) 2019-20 was held on
December 21, 2020. All the Directors of the Company were present at the 26th AGM.
The Board met five times on the following dates during the FY 2020-21 and the gap between two meetings at any time did not exceed
120 days, except the meeting of the Board of Directors held on June 29, 2020.
However, as per the general circular No. 11/2020, The mandatory requirement of holding meetings of the Board of the companies within the
intervals provided in section 173 of the Companies Act, 2013 (i.e. 120 days) stands extended by a period of 60 days till next two quarters i.e.,
till 30th September, 2020. Accordingly, as a one-time relaxation has been granted to the Companies and the gap between two consecutive
meetings of the Board may be extend to 180 days till the next two quarters, instead of 120 days as required in the Companies Act, 2013 due
to Covid-19 (Corona Virus) pandemic. The quorum required was present for all the Board Meetings. The details of Meetings attended by the
Directors during the year are given below:
80
ANNUAL REPORT 2020-21
*Mr. Prashant Agarwal ceased to be Director of the Company with effect from 09.09.2020 upon resignation.
**Mr. Atul Garg appointed as Non-Executive Director of the Company with effect from 15.09.2020
No Director holds any Shares in the Company. The Company has not issued any convertible instruments.
The Board guides in developing Company’s vision, strategic direction and evaluates the management policies and their effectiveness.
The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of
the Company from time to time.
The dates of the Board Meetings are fixed well in advance and intimated to the Board members to enable the Directors to plan their
schedules accordingly. The agenda papers are circulated to the Directors in advance before the meeting. However, certain exigent
proposals are tabled at the Board Meeting with the approval of the Chairman and consent of all the Directors present. The Company
Secretary attends all the meetings of the Board and its Committees and is, inter alia, responsible for recording the minutes of such
meetings. The agenda and related information is circulated through electronic mode. This has reduced paper consumption, thereby
enhancing the sustainability efforts of the Company. Video conferencing facility is provided to facilitate Directors who are unable to
attend the Meeting in person. In view of COVID-19 pandemic and to adhere to the lockdown and social distancing norms, all the
Board Meetings and Committee Meetings held with the facility to attend through video conferencing, to adhere to the social
distancing norms with reference to the Ministry circulars.
e) Code of Conduct
The Code of Conduct aims at ensuring consistent standards of conduct and ethical business practices across the Company. The
Company has laid down the Code of Conduct which is applicable to all its Directors whether executive or non-executive which can
be accessed on the website of the Company at http://www.moneyboxxfinance.com/. The Board has also laid down a Code of Conduct
for the Non-executive Directors of the Company, which incorporates the duties of Independent Directors as laid down in Schedule
IV to the Act which can be accessed on the website of the Company at http://www.moneyboxxfinance.com/.
In respect of financial year 2020-21, all Board Members and senior management personnel have affirmed compliance with the code
of conduct and a declaration to this effect signed by the Co- CEO(s) is a part of this Annual Report.
81
ANNUAL REPORT 2020-21
f) Independent Directors
The Board of the Company comprises of two Non- Executive Independent Directors which formulates 33% of the total strength of
the Board.
The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act,
2013 and Listing Regulations. The terms and conditions stating the appointment of Independent Directors are in accordance with
the Companies Act, 2013 and the Listing Regulations.
Furthermore, all the Independent Directors have given the declaration that they meet the criteria of independence to the Board of
Directors as per the provisions of the Companies Act, 2013 and SEBI LODR.
During the year, in compliance with Schedule IV to the Act and regulation 25(3) of SEBI Listing Regulations, the independent
directors held their separate meeting, without the attendance of non-independent directors and members of the Management.
Regulation 25(7) of the SEBI (LODR) Regulations mandates the Company to familiarize the Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model
of the Company, etc. through various programs. The Independent Directors of the Company are familiarized through familiarization
programs major developments and updates on the Company and group, etc., throughout the year on an ongoing and continuous
basis. Such programs/presentations also provide an opportunity to the Independent Directors to interact with the senior leadership
team of the Company and help them to understand the Company’s strategy in a better manner. Slides on familiarization program can
be access from www.moneyboxxfinance.com.
In the table below, the specific areas of focus or expertise of Individual Board Members as on March 31, 2021 have been highlighted-
Area of expertise
Name of the
Director Board
Global Merger& Sales &
Financial Leadership Technology Services &
Business Acquisitions Marketing
Governance
Ms. Ratna
Dharashree Yes No Yes Yes Yes Yes No
Vishwanathan
Mr. Prashant
Yes Yes Yes Yes Yes Yes Yes
Agarwal*
Mr. Mayur Modi Yes Yes Yes Yes Yes Yes Yes
Mr. Deepak
Yes Yes Yes Yes Yes Yes Yes
Aggarwal
82
ANNUAL REPORT 2020-21
i) Re-appointment of Director
As required under Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standards, issued by the Institute of
Company Secretaries of India (ICSI), particulars of the Director seeking re-appointment are given in the Explanatory Statement to
the Notice of the AGM.
j) Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulation, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Board Committees. A
structured questionnaire was prepared, covering various aspects of the Board’s functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
The performance evaluation of the Executive Directors and the Non-Independent Directors was carried out by the Independent
Directors. The Directors expressed their satisfaction with the evaluation process.
The Committees constituted by the Board focus on specific areas and make informed decisions within the framework of delegated
authority and make specific recommendations to the Board on matters within their areas or purview. The decisions and
recommendations of the Committees are placed before the Board for information or for approval, as required. The Committees
operate as empowered agents of the Board as per their Charter/Terms of Reference. Targets set/actions directed by them as agreed
with the management are reviewed periodically and mid-course corrections are also carried out. The minutes of the meetings of all
Committees of the Board are placed before the Board for discussions/noting. The composition and functioning of these Committees
are in compliance with the applicable provisions of the Companies Act, 2013, SEBI LODR and also in consonance with the Corporate
Governance Master Directions issued by the Reserve Bank of India for Non-Deposit taking Non- systematically important NBFC’s.
As on March 31, 2021, the following committees were in operation:
a) AUDIT COMMITTEE
Constitution
The Audit Committee has been duly constituted in compliance with Section 177 of Companies Act, 2013 and the relevant Rules made
there under read with Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Terms of reference
The broad terms of reference of this Committee inter-alia includes the following:
• Oversight of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial
statements are correct, sufficient and credible;
• recommend appointment, remuneration and terms of appointment of auditors of the Company;
• approve payment to statutory auditors for any other services rendered by them;
• review with the management, the annual financial statements before submission to the Board for approval, focusing particularly on:
a) matters to be included in Director’s Responsibility
b) Statements to be included in Board’s report;
c) any changes in accounting policies and practices;
d) major accounting entries involving estimates based on the exercise of judgment by management;
e) significant adjustments resulting from the audit findings;
f) compliance with listing and other legal requirements relating to financial statement;
g) disclosure of related party transactions;
h) qualification in draft audit report.
• review with the management, the quarterly financial statement before submission to the Board for their approval;
• recommend appointment, remuneration and terms of appointment of internal auditors, tax auditors, secretarial auditor and any
matters of resignation or dismissal;
• discuss with the statutory auditors before the audit commences, the nature and scope of the audit as well as post audit discussion to
ascertain areas of concern;
• review the internal audit programme, ensuring co-ordination between the internal and statutory auditors, ensuring that the internal
audit function is adequately resourced and has appropriate standing within the Company and to request internal auditor to
undertake specific audit projects, having informed the management of their intentions;
• consider the major findings of internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or failure of internal control systems of a material nature and reporting the matter to the Board;
83
ANNUAL REPORT 2020-21
• consider any material breaches or exposure; breaches of regulatory requirements or of ethical codes of practice to which the
Company subscribes, or of any related codes, policies and procedures, which could have a material effect on the financial position or
contingent liabilities of the Company;
• discuss significant findings with internal auditors and initiate follow up action thereon;
• look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-
payment of declared dividends) and creditors;
• review performance of statutory and internal auditors and adequacy of internal control systems;
• approve transaction with related parties and subsequent modification to terms of contract/transaction;
• scrutinize inter-corporate loans and investments;
• valuation of any of the undertakings or assets as and when necessary;
• evaluate adequacy of internal financial control and risk management system;
• review with management, the statement of uses /application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the
report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making
recommendation to the Board for taking steps in relation thereto;
• approve appointment of CFO (i.e. the Whole-time Finance Director or any other person heading the financefunction or discharging
that function) after assessing the qualification, experience and background of the candidate;
• review functioning of the Whistle Blower Policy;
• carry out any other functions as may be falling within the terms of reference of the Audit Committee or as may be delegated to the
Committee from time to time.
The Audit Committee met four times during the year on June 29, 2020, September 15, 2020, November 3, 2020 and February 13,
2021. The quorum as required under the statute was maintained at all the meetings.
Composition of the Audit Committee and the details of attendance at the aforementioned meetings are as follows:
The Meetings of the Audit Committee are also attended by the Whole-time Director’s & CEOs, the Chief Financial Officer and a
representative of the Statutory Auditors. The Company Secretary acts as the Secretary to the Committee. The Audit Committee
acts as a link between the Management, Statutory Auditors, Internal Auditors and the Board of Directors and oversees the financial
reporting process.
Mr. Uma Shankar Paliwal, Chairperson of the Audit Committee, was presented at the AGM of the Company held on December 21,
2020.
Constitution
The Remuneration Committee has been duly constituted in compliance with the provisions of Section 178 of the Act and The SEBI
(LODR) Regulations, 2015. As on March 31, 2021, the Nomination and Remuneration Committee comprised of 4 (Four) Members,
all of whom are Non-Executive Directors. The Chairperson of the Nomination and Remuneration Committee is a Non- Executive
Independent Director.
Terms of reference
The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence,
diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment
procedures for both internal and external appointments. Further, the Committee is also responsible for formulating policies as to
remuneration, performance evaluation, Board diversity, etc. in line with the Act and the Listing Regulations.
84
ANNUAL REPORT 2020-21
The broad terms of reference of this Committee inter-alia includes the following:
• assess that a person to be appointed as Director is ‘fit and proper’ and fulfils the set criteria as may be required by the Company;
• review & recommend to the Board on the structure and composition of the Board of Directors of the Company;
• evaluate the eligibility of an individual on the basis of his/ her qualification, positive attributes, independence and past experience,
for appointment and removal as whole-time director/managing director/senior management of the Company and advising the Board
of Directors/ Shareholders with such detailed evaluation in the matter of appointment and removal of such individual;
• review, recommend and /or approve the remuneration that can be offered to the proposed whole-time director/managing
director/non-executive director/ senior management of the Company;
• evaluate the performance of the directors of the Company and review and recommend to the Board on their re-appointment;
• review, recommend and /or approve the modification in the remuneration of the Whole-time director/ managing director/manager/
non-executive director and senior managerial personnel;
• formulate remuneration policy relating to directors, key managerial personnel and other senior managerial employees of the
Company;
• evaluate performance of directors with respect to their role as Independent Director and Board members;
The Nomination and Remuneration Committee met once during the year on September 15, 2020. The quorum as required under
the statute was duly maintained during the meeting.
Composition of the Nomination and Remuneration Committee and the details of attendance at the aforementioned meeting are as
follows:
The Company Secretary acts as the Secretary to the Committee. Ms. Ratna Dharashree Vishwanathan, Chairperson of the
Nomination and Remuneration Committee, was present at the AGM of the Company held on December 21, 2020.
* The Composition of the Nomination and Remuneration Committee was revised w.e.f. September 15, 2020 as Mr. Deepak Aggarwal step
down from the membership of the Committee and Board approved the induction of Mr. Atul Garg, Non- executive Director in the Committee.
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a
process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.
The Board of Directors of the Company has adopted Nomination and Remuneration Policy (‘Policy’) for the Company, inter-alia, to
deal with the manner of selection of Board of Directors and KMP and their remuneration. The Policy is available on the website of
the Company at http://www.moneyboxxfinance.com/.
Constitution
The Stakeholders Relationship Committee is duly constituted by the Board of Directors in accordance with Section 178 of the Act
and applicable Rules thereto and in accordance with Regulation 20 of SEBI Listing Regulations.
Terms of Reference
85
ANNUAL REPORT 2020-21
The Stakeholders’ Relationship Committee examines the grievances of stakeholders / investors and the system of redressal of the
same. It also approves the issuance of share certificates. The Company endeavors to resolve complaints / grievances / queries of
stakeholders /investors within a reasonable period of time.
The broad terms of reference of this Committee inter-alia includes the following:
The Stakeholder and Relationship Committee met once during the year on February 13, 2021.
Composition of the Stakeholder and Relationship Committee and the details of attendance at the aforementioned meeting is as
follows:
4. DIRECTOR REMUNERATION
(Amount INR)
86
ANNUAL REPORT 2020-21
*Mr. Prashant Agarwal ceased to be Non-Executive Director w.e.f. 09-09-2020 upon resignation
** Mr. Deepak Aggarwal, designated as Co-CEO & Whole-time Director and CFO of the Company w.e.f. September 15, 2020 and Mr. Atul Garg appointed as
additional Director w.e.f. September 15, 2020, subsequently appointment was regularized at the 26 th Annual General Meeting held on December 21, 2020.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the
Company, except the payment of rent to Mr. Govind Gupta, Non- Executive Director, sitting fees and reimbursement of expenses
incurred by Directors for the purpose of attending meetings of the Board/Committee of the Company. None of Directors have been
granted any stock options under the scheme.
Mr. Mayur Modi was appointed as the Whole-time Director of Moneyboxx Finance Limited for a period of three years effective from
January 01, 2019 to December 31, 2022. His remuneration for the Financial Year 2020-21 comprises of all-inclusive salary of
₹43,50,617.
Mr. Deepak Aggarwal was appointed as the Whole-time Director of Moneyboxx Finance Limited for a period of three years effective
from September 15, 2020 to September 14, 2023. His remuneration for the Financial Year 2020-21 comprises of all-inclusive salary
of ₹19,74,000.
a) The details of Annual General Meeting (“AGM”) held during the last 3 years along with the details of the special resolutions passed
there are as under:
Financial
Date and Time Venue Special Resolution passed
Year
255,Aggarwal City
Plaza, Manglam Place,
June 26, 2018 - Appointment of Mr. Sanjeev Mittal as Chairman and
2017-18 Sector-3,
11.30 A.M. Executive Director with additional charge of CFO
Rohini, New Delhi-
110085
-Alteration of Articles of Association of the Company.
- Increase in borrowing limits of the Company upto Rs.
523-A, Somdutt
200 Crores.
September 30, 2019 Chamber-II, 9, Bhikaji
2018-19 -Creation of Charges on the Movable and Immovable
11.30 A.M. Cama Place, New Delhi-
Properties of the Company, both Present and Future,
110066
in respect of Borrowings for an amount not exceeding
Rs. 200 Crores.
During the year under review, no extra ordinary general meeting was conducted by the Company.
During the year under review, two Postal Ballots were conducted by the Company for seeking the approvals of the Members. The
details of the Postal Ballots conducted are mentioned below:
Postal Ballot 1:
87
ANNUAL REPORT 2020-21
Voting Pattern:
Item No. Description Type of No. of votes Votes in Favour Votes in Against
Resolution polled
No. of votes % No. of votes %
Postal Ballot 2:
The notices containing the proposed resolutions and explanatory statement are sent to the shareholders by way of email, whose
emails are registered with the Company;
The Company has entered into an agreement with Depositories for providing e-voting facility to its shareholders. Under this facility,
shareholders are provided an electronic platform to participate and vote on the resolutions to be passed through Postal Ballot. E-
voting period is opened for a period of 30 days for the purpose of exercising the voting rights by the shareholders.
The Scrutinizer submits his report to the CEOs of the Company or a person authorized by him, who on the basis of the report,
announces the results.
6) SHAREHOLDERS COMMUNICATION
The Board recognizes the importance of two-way communication with shareholders and giving a balanced report of results and
progress and responding to questions and issues raised in a timely and consistent manner. The Company has its website
(www.moneyboxxfinance.com) that contains required information for the shareholders.
88
ANNUAL REPORT 2020-21
Means of Communication
1. Quarterly results and other relevant information: The Company’s quarterly results are normally published in English newspaper
(generally “Business Standard”) and Hindi daily (generally “Jansatta”) and are also displayed along with other relevant information
viz., notices, shareholder communications, policies, Director’s profile, annual report, other official news etc. on corporate website i.e.
www.moneyboxxfinance.com. Also, the press releases, presentations, corporate presentations, and other official media releases are
sent to Stock Exchanges.
2. Website: The Company`s website www.moneyboxxfinance.com contains a separate section ‘Investor’ for use of investors. The
quarterly, half yearly and annual financial results and official news releases are promptly and prominently displayed on the website.
Annual Reports, Quarterly Corporate Governance Reports, Shareholding Patterns and other Corporate Communications made to
the Stock Exchanges are also available on the website.
3. Communication to shareholders on email: In support of the “Green Initiative” undertaken by the Ministry of Corporate Affairs, the
Company had during 2020-21 sent various communications including Documents like Notices and Annual Report to the
shareholders at their email address, as registered with their Depository Participants/ Company/ Registrar & Transfer Agents (RTA).
This helps in prompt delivery of document, reduce paper Consumption, save trees and avoid loss of documents in transit.
Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
(hereinafter referred to as “the SEBI Listing Regulations”), the general shareholders’ information pertaining to the Company, its
shareholding pattern, share price movements, and such other information as prescribed under the said Regulations is provided
herein below
a) Company Registration Details: The Company is registered in New Delhi, India. The Corporate Identification Number (CIN) allotted
by the Ministry of Corporate Affairs is L30007DL1994PLC260191. The Company is Non- Systemically Important Non-Deposit
taking NBFC is registered with Reserve Bank of India
89
ANNUAL REPORT 2020-21
Securities lodged for transfers are processed and security certificates are returned within a period of fifteen days from the date of
receipt, subject to all documents being valid and complete in all respects. The Board of Directors has delegated the authority for
approving transfer, transmission, etc. of the Company’s securities to Company Secretary of the Company. The Company obtains
from a Company Secretary in Practice half-yearly certificate of compliance with the share transfer formalities, as required under
Regulation 40(9) of Listing Regulations and files a copy of the certificate with Stock Exchanges.
g) Dematerialization of Shares:
99.99% of the Equity Shares have been dematerialized up to March 31, 2021. Trading in equity shares of the Company is permitted
only in dematerialized form w.e.f April 28, 2001 as per notification issued by the Securities and Exchange Board of India (SEBI) and
the equity shares of the Company are frequently traded on both BSE
h) Outstanding ADRs/GDRs/Warrants or any convertible instruments, conversion date and likely impact on equity:
The Company has not issued any of the convertible instruments, hence there is no likelihood of any impact on the Equity Capital of
the Company.
As a part of Green Initiative, the members who wish to receive the notices/documents through e-mail, may kindly intimate their e-
mail addresses to the Company’s Registrar and Share Transfer Agent, Mas Services Limited, to its dedicated e-mail id i.e.,
info@masserv.com.
j) Plant locations
The Company is in the business of Non- Banking Finance Company, hence no plant information can be provided.
90
ANNUAL REPORT 2020-21
Registered office Address: 523-A, Somdutt Chamber – II, 9, Bhikaji Cama Place, New Delhi – 110066
Tel: 011- 45657452
l) Transfer of unclaimed dividends due for remittance into Investor Education and Protection Fund (IEPF):
No amount of unclaimed dividend is due for transfer to Investor Education and Protection Fund.
A quarterly audit was conducted by a Practising Company Secretary, reconciling the issued and listed capital of the Company with
the aggregate of the number of shares held by investors in physical form and in the depositories and the said certificates were
submitted to the Stock Exchanges within the prescribed time limit.
n) Information to Shareholders:
A brief resume of the Directors appointed/reappointed together with the nature of their experience and details of the other
Directorships held by them is annexed to the Notice convening the Annual General Meeting.
Members can write an email on info@ moneyboxxfinance.com or send their query on annual report on below mentioned address:
8) OTHER DISCLOSURES
During the year under review, there were no materially-significant related party transactions which had potential conflict with the
interest of the Company. All the transactions entered into with the Related Parties as defined under the Companies Act, 2013 and
Regulation 23 of the Listing Regulations during the financial year were negotiated on arm’s length basis. Related party transactions have
been disclosed under significant accounting policies and notes forming part of the Financial Statements. A statement in summary form
of transactions with Related Parties in ordinary course of business and arm’s length basis is periodically placed before the Audit
committee/Board for review and recommendation to the Board for their approval.
None of the transactions with Related Parties were in conflict with the interest of Company. All the transactions are on arm’s length
basis and have no potential conflict with the interest of the Company at large and are carried out on an arm’s length or fair value
basis.
The disclosure of all related party transactions are mentioned in the Note No. 27 forming part of notes to the accounts of the
Financial Statements.
Except stated below, there have been no penalties or strictures imposed on the Company by the Stock Exchanges or SEBI or any
Statutory Authorities relating to capital market and listing:
BSE vide its e-mail dated January 18 2021 has imposed a fine of Rs. 2,71,400/- delay in filing of disclosure of Related Party Transaction
under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
half year ended on September 30, 2020. Company had paid the same on February 01, 2021. Conversely, the stock exchange (Bombay Stock
Exchange) vide email dated July 20, 2021, has waived of the fine levied pursuant to SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/12
dated January 22, 2020. (Erstwhile SEBI circular SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03, 2018.) under Standard Operating
Procedure (SOP)” and informed the Company that if the Company has already paid the fine amount than the same amount will be adjusted
91
ANNUAL REPORT 2020-21
towards ALF (Annual Listing Fees) / other pending charges / fees payable to the stock exchange, if any.
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has
formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical
behavior, fraud or violation of Company’s code of conduct. The objective of the framework is to establish a redressal forum, which
addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or
suspected violations.
The Company is complying with all the mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, the Company has not adopted any of the non-mandatory requirements stipulated under the said
enactment.
Material Subsidiaries:
During the year under review, the Company does not have any material subsidiaries.
There is no commodity price risk or foreign exchange risk and hedging activities involved or applicable.
Status of Investor Complaints as on March 31, 2021 as reported under Regulation 13(3) of the Listing Regulations is as under:
Company has adopted a “Code of Internal procedure and conduct for regulating, monitoring and reporting of trading in securities
by Insiders” as required under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The
Company formulated a Code of Conduct to Regulate, Monitor, and Report trading by Insiders to deter the Insider trading in the
securities of the Company based on the unpublished price sensitive information. The Code envisages procedures to be followed and
disclosures to be made while dealing in the securities of the Company. During the year under review there has been due compliance
with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is also available at the
website of the Company at http://www.moneyboxxfinance.com
The relevant Financial Statements of the Company has been duly prepared pursuant to the Indian Accounting Standards (‘Ind AS’)
as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the
Act.
As on March 31, 2021, there were no funds unutilized requiring disclosure as specified under Regulation 32(7A) of the SEBI Listing
Regulations.
During the year of review, there have been no such instances where under the recommendations of any Committees were not
accepted by the Board in terms of the SEBI Listing Regulations.
92
ANNUAL REPORT 2020-21
A total fee of ₹ 1,00,000/- was paid by the Company, for Statutory Auditors services to M/s Gaur & Associates, Statutory Auditors.
Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) of Schedule V(c) of the Listing
Regulations – NIL
Disclosure with respect to demat suspense account /unclaimed suspense account – Nil
Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace
The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace. Appropriate
reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the
year under review, the Company has not received any complaint in this regard.
The compliance of all applicable laws in the Company are reviewed by the Board of Directors on a periodic basis. The Company has
complied with all the mandatory requirements of the Code of Corporate Governance as specified in Regulations 17 to 27 and clauses
(b) to (i) of sub regulation (2) of Regulation 46 of the Listing Regulations. A certificate affirming the compliances from Shashank
Pashine & Associates, a Practising Company Secretaries has been duly attained by the Company and the same is attached to this
Report as Annexure - A.
The Board
Chairman’s office has been made available for the non–executive Chairman and he is allowed reimbursement of expenses incurred
in performance of his duties.
In pursuance with Section 138 of the Companies Act, 2013, an Internal Auditor has been duly appointed by the Company who reports
to the Audit Committee. Internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests
necessary action.
The Company has received a certificate from M/s Shashank Pashine & Associates, Practicing Company Secretaries, to the effect that
none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors
of the Company by the MCA or any other statutory authority. This certificate forms part of this Annual Report. (refer Annexure B to
this Report)
The certification by CEO and CFO is duly provided in this Annual Report in terms of the requirements of SEBI Listing Regulations.
(refer Annexure C to this Report))
Sd/- Sd/-
(Mayur Modi) (Deepak Aggarwal)
Co- CEO & Whole-time Director Co- CEO & Whole-time Director
DIN: 08021679 DIN: 03140334
93
ANNUAL REPORT 2020-21
Annexure- A
To,
The Members,
MONEYBOXX FINANCE LIMITED
523-A, Somdutt Chamber-II 9,
Bhikaji Cama Place,
New Delhi-110066,
India
1. I have examined the compliance of conditions of Corporate Governance by Moneyboxx Finance Limited (“the Company”) (records
were verified in electronic form due to situation of “COVID-19 pandemic”) for the year ended on 31st March 2021, as stipulated in
regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraph C, D and E of Schedule V to the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) pursuant to the Listing
Agreement of the Company with the Stock Exchanges.
Management’s Responsibility
2. The compliance of conditions of Corporate Governance as stipulated under the listing regulations is the responsibility of the
Company’s Management including the preparation and maintenance of all the relevant records and documents. This responsibility
includes the design, implementation and maintenance of internal control and procedures to ensure compliance with the conditions
of the Corporate Governance stipulated in the Listing Regulations.
Auditors’ Responsibility
3. My responsibility is limited to examining the procedures and implementation thereof adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
4. Pursuant to the requirements of the Listing Regulations, it is my responsibility to provide a reasonable assurance whether the
Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations for the year ended
March 31, 2021.
5. I have examined the relevant records and documents maintained by the Company for the purposes of providing reasonable
assurance on the compliance with Corporate Governance requirements by the Company.
Opinion
6. Based on my examination of the relevant records and according to the information and explanations provided to me and the
representations provided by the management, I certify that the Company has complied with the conditions of Corporate Governance
as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraph C, D and E of Schedule V to the Listing
Regulations during the year ended 31st March 2021, except as reported by the Secretarial Auditor in his respective report, if any.
7. I state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
94
ANNUAL REPORT 2020-21
Restriction on use
8. The certificate is addressed and provided to the members of the Company solely for the purpose of enabling the Company to
comply with the requirement of the Listing Regulations, and should not be used by any other person or for any other purpose.
Accordingly, I do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this
certificate is shown or into whose hands it may come without our prior consent in writing.
Sd/-
CS Shashank Pashine
Proprietor
Membership No: A40278
CP. No: 21229
UDIN No.: A040278C000722025
95
ANNUAL REPORT 2020-21
ANNEXURE B
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015)
To,
The Members,
Moneyboxx Finance Limited
523-A, Somdutt Chamber-II 9,
Bhikaji Cama Place
New Delhi-110066,
India
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Moneyboxx Finance
Limited having CIN L30007DL1994PLC260191 and having registered office at 523-A, Somdutt Chamber-II 9, Bhikhaji Cama
Place New Delhi- 110066, India (hereinafter referred to as “the Company”), produced before me by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Physical verification
of the records / documents could not be carried out due to the Covid-l9 pandemic.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March,
2021 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For Shashank Pashine & Associates,
Company Secretaries,
ICSI Unique Code: S2018DE639400
Peer Review Cert. No.: 927/2020
Sd/-
Date: August 02, 2021 CS Shashank Pashine
ace: New Delhi Proprietor
Membership No: A40278
CP. No: 21229
UDIN No.: A040278C000721961
96
ANNUAL REPORT 2020-21
ANNEXURE C
We, Deepak Aggarwal, Chief Financial officer and Co-Chief Executive Officer and Mayor Modi, Co- Chief Executive Officer of
Moneyboxx Finance Limited hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance
with the Code of Conduct for Board of Directors and Senior Management Personnel, as approved by the Board, for the financial year
ended on March 31, 2021.
Sd/- Sd/-
Mayur Modi Deepak Aggarwal
Co- CEO & Whole-time Director Co-CEO & Chief Financial Officer
97
ANNUAL REPORT 2020-21
CEO/CFO CERTIFICATION
To,
The Board of Directors
MoneyBoxx Finance Limited,
523-A Somdutt Chambers-II
9 Bhikaji Cama Place
New Delhi
Sub: Certificate under Regulation 17 (8) and Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015;
(a) We have reviewed financial statements and the cash flow statement for the year ended on March 31, 2021 and that to the best of
our knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors
and the Audit Committee deficiencies in the design and operations of such internal controls, if any, of which they are aware and the
steps we have taken or propose to take to rectify these deficiencies.
(i) significant changes in internal control over financial reporting during the year,
(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statement and
(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Mayur Modi Deepak Aggarwal
Co- CEO & Whole-time Director Co-CEO & Chief Financial Officer
Place: Delhi
Date: May 31, 2021
98
ANNUAL REPORT 2020-21
FINANCIAL STATEMENTS
MONEYBOXX FINANCE LIMITED
TO,
THE MEMBERS OF MONEYBOXX FINANCE LIMITED
Report on the Audit of Financial Statements
Opinion
We have audited the accompanying financial statements of MONEYBOXX FINANCE LIMITED (the “Company”), which
comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement of Cash Flows ended on that date, and a summary of
significant accounting policies and other explanatory information (hereinafter referred to as the “financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the loss and total
comprehensive loss, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SA”s) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide
a basis for our audit opinion on the financial statements.
Emphasis of Matter
We draw attention to note 28 to the statement, which describes the uncertainty caused by Novel Coronavirus (COVID-
19) pandemic with respect to the company’s estimates of impairment of loans to customers and that such estimates may
be affected by the severity and duration of the pandemic. Our opinion is not modified in respect of this matter.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors and Management is responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance Report, and
Shareholder Information, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
100
ANNUAL REPORT 2020-21
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial
position , financial performance and cash flows of the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Financial Results, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls with reference to
financial statement in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Financial Statement or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
101
ANNUAL REPORT 2020-21
• Evaluate the overall presentation, structure and content of the Financial Results, including the disclosures, and
whether the Financial Results represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement
of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with
the relevant books of account.
(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of
the Act.
(e) On the basis of the written representations received from the directors as on 31/03/2021 taken on
record by the Board of Directors, none of the directors is disqualified as on 31/03/2021 from being
appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s
internal financial controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended :
In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements.
102
ANNUAL REPORT 2020-21
ii. The Company has made provision, as required under the applicable law or applicable accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government
in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in
paragraphs 3 and 4 of the Order.
103
ANNUAL REPORT 2020-21
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013.
We have audited the internal financial controls over financial reporting of MONEYBOXX FINANCE LIMITED as of
March 31, 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that
date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be
prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over
financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and operating effectiveness of internal control based on
the assessed risk. The procedures selected depend upon on the auditor's judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system over financial reporting.
104
ANNUAL REPORT 2020-21
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021,
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issues by the Institute of Chartered Accountants of India.
--Sd/--
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 21016746AAAAEN6131 Date: 09/06/2021
105
ANNUAL REPORT 2020-21
a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in
our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to
the program, certain fixed assets were physically verified by the management during the year. According to
the information and explanations given to us, no material discrepancies were noticed on such verification.
c) According to the information and explanations received by us, as the company owns no immovable properties,
the requirement on reporting whether title deeds of immovable properties held in the name of the company is
not applicable. In respect of immovable properties of land and building that have been taken on lease and
disclosed as fixed assets in the financial statements, the lease agreements are in the name of the Company.
ii. The Company is in the business of providing loans and does not have any physical inventories. Accordingly,
reporting under clause 3(ii) of the Order is not applicable to the Company.
iii. The company has not granted any loans or advances in the nature of loans to parties covered in the register
maintained under section 189 of the Companies Act, 2013. Hence, the question of reporting whether the terms and
conditions of such loans are prejudicial to the interests of the company, whether reasonable steps for recovery of
over dues of such loans are taken does not arise.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with the
provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing
guarantees and securities, as applicable.
v. Based on our scrutiny of the company's records and according to the information and explanations provided by the
management, in our opinion, the company has not accepted any loans or deposits which are 'deposits' within the
meaning of Rule 2(b) of the Companies (Acceptance of Deposits) Rules, 2014 and therefore, the provisions of the
clause 3(v) of the Order are not applicable to the Company.
vi. According to the information and explanations provided by the management, the company is not engaged in
production of any such goods or provision of any such services for which the Central Government has prescribed
particulars relating to utilisation of material or labour or other items of cost. Hence, the provisions of section 148(1)
of the Act do not apply to the company. Hence, in our opinion, no comment on maintenance of cost records under
section 148(1) of the Act is required.
vii. According to the information and explanations given to us, in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material
statutory dues applicable to it with the appropriate authorities.
b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income
Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31,
2021 for a period of more than six months from the date they became payable.
c) According to the records of the company, there are no dues of sales tax/income-tax/value added tax/customs
duty/excise duty/cess which have not been deposited on account of any dispute.
viii. Based on our audit procedures and on the information and explanations given by the management, we are of the
opinion that the company has not defaulted in repayment of loans or borrowing to a financial institution, bank,
government or dues to debenture- holders.
106
ANNUAL REPORT 2020-21
ix. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments)
or term loans and hence reporting under clause 3(ix) of the Order is not applicable to the Company.
x. Based upon the audit procedures performed and information and explanations given by the management, we report
that no fraud on the company by its officers or employees nor any fraud by the company has been noticed or
reported during the course of our audit.
xi. In our opinion and according to the information and explanations given to us, the Company has paid / provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197
read with Schedule V to the Act.
xii. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable to the
Company.
xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with
Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and
the details of related party transactions have been disclosed in the financial statements as required by the
applicable accounting standards.
xiv. During the year, the Company has not made preferential allotment of equity shares.
xv. In our opinion and according to the information and explanations given to us, during the year the Company has not
entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions
of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi. The company is a Non-Banking Financial Company and is required to be registered under section 45-I of the
Reserve Bank of India. The company has obtained the registration vide certificate of registration no. B-14.03301
dated 13th March 2019.
--Sd/--
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 21016746AAAAEN6131 Date: 09/06/2021
107
ANNUAL REPORT 2020-21
Figures in INR
1 Financial Assets
(b) Receivables - -
(d) Investments - -
2 Non-Financial Assets
108
ANNUAL REPORT 2020-21
Non-financial liabilities
(a) Current liabilities (net) 12 1,90,99,020 39,51,295
(b) Provisions 13 55,09,784 41,02,568
(c) Deferred tax liabilities (net) 14 - 7,26,492
(d) Other non-financial liabilities 15 3,45,373 2,49,54,177 2,13,814 89,94,169
EQUITY
(a) Equity share capital 16 20,08,16,510 20,08,16,510
(b) Other equity 17 4,06,93,747 24,15,10,257 7,04,45,994 27,12,62,504
109
ANNUAL REPORT 2020-21
Figures in INR
FOR THE PERIOD ENDED FOR THE YEAR ENDED
PARTICULARS NOTES
31ST MARCH, 2021 31ST MARCH, 2020
A Revenue from Operations
(i) Interest Income 18 10,86,19,669 3,69,65,288
(ii) Fees & Commission Income 19 11,03,537 5,56,414
(iii) Other Income 20 3,59,201 37,00,571
Total revenue from operations (I) 11,00,82,407 4,12,22,273
B EXPENSES
(i) (Increase)/Decrease in inventories 21 - 15,94,804
(ii) Finance Cost 22 3,65,29,243 81,17,543
(iii) Impairment on financial instruments 10,52,866 26,60,949
(iv) Employee Benefits Expenses 23 8,17,61,512 3,81,79,073
(v) Depreciation, amortisation and impairment 24 81,41,031 54,40,110
(vi) Other Expenses 25 2,14,49,727 1,93,27,974
Total (II) 14,89,34,379 7,53,20,453
Profit/(loss) before tax (III) (I-II) (3,88,51,972) (3,40,98,180)
Tax Expenses
Current Tax - -
Deferred Tax (91,18,903) 13,81,963
Total Tax Expenses (IV) (91,18,903) 13,81,963
110
ANNUAL REPORT 2020-21
111
ANNUAL REPORT 2020-21
Figures in INR
FOR THE PERIOD ENDED FOR THE YEAR ENDED 31ST
Particulars
31ST MARCH,2021 MARCH, 2020
112
ANNUAL REPORT 2020-21
Figures in INR
113
ANNUAL REPORT 2020-21
Moneyboxx Finance Limited (Formerly known as Dhanuka Commercial Limited), an Indian Company incorporated on
November 16, 1994, under the provisions of Companies Act, 1956, having its registered office at New Delhi. The
Company is registered with the Reserve Bank of India (“RBI”) as a Non-Systemically Important Non-Deposit Taking
Non-Banking Financial Company (NBFC) and the Company is also listed on Main Board of Bombay Stock Exchange Ltd.
(BSE), Mumbai.
The Company is engaged in lending and allied activities. The Company focuses on small and medium-sized enterprises
(SME) lending, commercial lending and value-added services.
Accounting policies have been consistently applied except where a newly issued accounting standard is
initially adopted or a revision to the existing accounting standard requires a change in the accounting policy
hitherto in use.
3. Basis of preparation
The financial statements have been prepared under the historical cost convention on the accrual basis except
for certain financial instruments and plan assets of defined benefit plans, which are measured at fair values at
the end of each reporting period as explained in the accounting policies below. All amounts disclosed in the
financial statements and notes have been rounded off to the nearest INR in compliance with Schedule III of the
Act, unless otherwise stated.
4. Use of Estimates
The preparation of financial statements in conformity with Ind-AS requires management to make estimates,
judgements and assumptions that affect the application of accounting policies and the reported amounts of
assets and liabilities (including contingent liabilities) and disclosures as of the date of the financial statements
and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from
these estimates. Accounting estimates and underlying assumptions are reviewed on an ongoing basis and
could change from period to period. Appropriate changes in estimates
are recognized in the periods in which the Company becomes aware of the changes in circumstances
surrounding the estimates. Any revisions to accounting estimates are recognized prospectively in the period in
which the estimate is revised and future periods. The estimates and judgements that have significant impact
on the carrying amount of assets and liabilities at each balance sheet date.
114
ANNUAL REPORT 2020-21
The impairment methodology applied depends on whether there has been a significant increase in credit risk.
When determining whether the risk of default on a financial asset has increased significantly since initial
recognition, the Company considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis based on
a provision matrix which takes into account the Company’s historical credit loss experience, current economic
conditions, forward looking information and scenario analysis. The expected credit loss is a product of
exposure at default (‘EAD’), probability of default (‘PD’) and loss given default (‘LGD’). The Company has
evaluated the PD and LGD based on the management's best estimate in accordance with Ind-AS 109.
7. Financial Liabilities
Financial liabilities are measured at amortized cost. The carrying amounts are determined based on the EIR
method. Interest expense is recognized in statement of profit and loss.
Any gain or loss on de-recognition of financial liabilities is also recognized in statement of profit and loss.
8. Finance Cost
Finance cost is on account of adoption of Ind AS 116, Leases. The lease payments are discounted using the
interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the
country of domicile of these leases.
Further the company applied provisions of Ind AS-109 for recognizing borrowing cost.
9. Write Offs
The gross carrying amount of a financial asset is written-off (either partially or in full) to the extent that there
is no reasonable expectation of recovering the asset in its entirety or a portion thereof. This is generally the
case when the Company determines that the debtor does not have assets or sources of income that could
generate sufficient cash flows to repay the amounts subject to the write-off.
During the year, the Company has written off the loan assets worth Rs. 10.53 Lakhs during the year
115
ANNUAL REPORT 2020-21
Cost of assets not put to use before such date are disclosed under Capital work-in-progress.
We have considered all payments made towards software implementation under Capital work in
progress as our software is under implementation.
b. Subsequent expenditure
Subsequent expenditure incurred on assets put to use is capitalized only when it increases the future
economic benefits / functioning capability from / of such assets.
The Company uniformly estimates a five percent residual value for all these assets. Items costing less
than Rs. 5,000 are fully depreciated in the year of purchase. Depreciation is pro-rated in the year of
acquisition as well as in the year of disposal.
The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if appropriate.
Changes in the expected useful life are accounted for by changing the depreciation period or
methodology, as appropriate, and treated as changes in accounting estimates.
Specific policies for the Company’s different sources of revenue are explained below:
116
ANNUAL REPORT 2020-21
Interest income on a financial asset at amortized cost is recognized on a time proportion basis taking
into account the amount outstanding and the effective interest rate (‘EIR’). The EIR is the rate that
exactly discounts estimated future cash flows of the financial asset through the expected life of the
financial asset or, where appropriate, a shorter period, to the net carrying amount of the financial
instrument. The internal rate of return on financial asset after netting off the fees received, and cost
incurred approximates the effective interest rate of return for the financial asset. The future cash
flows are estimated taking into account all the contractual terms of the instrument.
The interest income is calculated by applying the EIR to the gross carrying amount of non-credit
impaired financial assets (i.e., at the amortized cost of the financial asset before adjusting for any
expected credit loss allowance). For credit-impaired financial assets the interest income is calculated
by applying the EIR to the amortized cost of the credit-impaired financial assets (i.e., the gross
carrying amount less the allowance for ECLs).
Cheque bouncing charges, late payment charges and prepayment charges are recognized on a point-
in-time basis and are recorded when realized since the probability of collecting such monies is
established when the customer pays.
b. ESIC
The Company’s contribution paid/payable during the year to ESIC are recognized in the statement of
profit and loss.
c. Gratuity
The Company operates a defined benefit gratuity plan that provides for gratuity benefit to all
employees. The benefit is in the form of lump sum payments to vested employees on resignation,
retirement, or death while in employment or on termination of employment, as defined in provisions
of Gratuity Act 1972 as amended. Vesting occurs upon completion of four years of service.
The Company creates an appropriate provision for gratuity fund based on the actuarial valuation
determined as at the year-end.
The cost of providing benefits under the defined benefit plan is determined using the basis of last
drawn qualifying salary.
d. Compensated absences
The Company has changed the policy on Leave Encashment during the year. Under the new policy,
option of cash encashment has been discontinued.
16. Leases
The Company has adopted Ind-AS 116 - Leases and applied it to all lease contracts entered. Based on the same
and as permitted under the specific transitional provisions in the standard, the Company is not required to
restate the comparative figures.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
- Leases of low value assets; and
- Leases with a duration of 12 months or less
117
ANNUAL REPORT 2020-21
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease
term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the
case) this is not readily determinable, in which case the Company’s incremental borrowing rate on
commencement of the lease is used. Variable lease payments are only included in the measurement of the
lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the lease term. Other variable lease
payments are expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for:
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on
the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a
straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if,
rarely, this is judged to be shorter than the lease term.
17. Goods and services tax paid on acquisition of assets or on incurring expenses.
Expenses and assets are recognized net of the goods and services tax paid, except when the tax incurred on a
purchase of assets or services is not recoverable from the tax authority, in which case, the tax paid is
recognized as part of the cost of acquisition of the asset or as part of the expense item, as applicable.
The net amount of tax recoverable from, or payable to, the tax authority is included as part of receivables or
payables, respectively, in the balance sheet.
Further being an NBFC Company, the Company has followed the policy to availed only 50% input credit of
GST on all expenses as well as on Capital Goods Purchased and the remaining 50% will be lapsed as per Rule
No. 3 of ITC of GST.
b. Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
As the company is engaged in a single segment i.e., Financial Activities/Services, hence there is no separate
reportable segment as per Ind AS 108.
118
ANNUAL REPORT 2020-21
Note No. 4 Details of Single Borrower Limits (SBL)/Group Borrower Limits (GBL) exceeded
The Company has not exceeded the single borrower limits/group borrower limits as set as by Reserve Bank of
India.
The primary objective of the Company’s capital management policy is to ensure compliance with regulatory
capital requirements. In line with this objective, the Company ensures adequate capital at all the times and
manages its business in a way in which capital is protected, satisfactory business growth is ensured, cash flows
are monitored, borrowing covenants are honored and ratings are maintained.
Regulatory capital-related information is presented as part of the RBI mandated disclosures. The RBI norms
require capital to be maintained at prescribed levels. In accordance with such norms, Tier I capital of the
Company comprises of share capital, share premium, reserves and perpetual debt, Tier II capital comprises of
subordinated debt and provision on loans that are not credit impaired. There were no changes in the capital
management process during the periods presented.
119
ANNUAL REPORT 2020-21
REG. OFFICE :523-A SOMDUTT CHAMBER-II, 9 BHIKAJI CAMA PLACE, NEW DELHI-110066
120
ANNUAL REPORT 2020-21
Secured Loan
Alwar General Finance Co. Pvt Ltd 2,44,88,247 -
Ambit Finvest Pvt Ltd 90,50,526 -
Ashv Finance Limited 1,69,45,588 -
AU Small Finance Bank Ltd 1,88,75,340 -
BlackSoil Capital Pvt Ltd 4,21,59,512 -
Capri Global Capital Limited 2,98,10,425 -
Caspian Impact Investment Pvt Ltd 2,47,63,872 -
Eclear Leasing & Finance Pvt Ltd 11,80,45,285 7,10,32,594
Hindon Mercantile Limited 1,97,84,774 -
Hinduja Leyland Finance Ltd 1,76,42,543 -
InCred Financial Services Limited 1,89,89,735 -
MAS Financial Services Limited 4,19,14,217 8,85,65,563
Profectus Capital Pvt Ltd 1,96,82,018 -
UC Inclusive Credit Pvt Ltd 4,79,91,647 -
121
ANNUAL REPORT 2020-21
Long Term
On Expected Credit Loss
13,68,487 13,68,487
On Gratuity 24,76,882 8,25,284
Short Term
On Expected Credit Loss 16,64,415 16,64,415
On Compensated Absences - 2,44,382
a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
As at 31.03.2021 As at 31.03.2020
Equity shares Number of Number of
(Rs.) (Rs.)
shares shares
122
ANNUAL REPORT 2020-21
As at 31.03.2021 As at 31.03.2020
Shareholder(s) holding more
Number of
than 5% shares Number of Shares held % of Holding % of Holding
Shares held
Moneyboxx Capital Pvt Ltd 1,37,18,524 68.31% 1,37,18,524 68.31%
123
ANNUAL REPORT 2020-21
Closing Stocks - -
Less: Opening Stocks - 15,94,804
124
ANNUAL REPORT 2020-21
125
ANNUAL REPORT 2020-21
Note No. 27 Related Party Disclosure with the parties as disclosed under IND-AS-24
Remuneration
Mr. Mayur Modi 43,50,617 24,21,600
Mr. Deepak Aggarwal 19,74,000 -
Office Rent
Govind Gupta 4,20,000 3,50,000
Moneyboxx Capital Pvt Ltd 1,80,000 1,80,000
Reimbursement of Expense
Mr. Mayur Modi 2,65,737 7,55,377
Mr. Deepak Aggarwal 50,903 -
Moneyboxx Capital Pvt Ltd 2,47,000 -
For Direct & Indirect Tax payment
Shyam Goel & Associates 14,88,843 52,22,267
Advance Salary Granted
Mr. Mayur Modi 8,50,000 -
Note- Further Mr. Prashant Agarwal has drawn the Director Remuneration of Rs. 23,36,750 during
FY 20-21 & Rs. 22.,69,800 during FY 19-20. And also, Rs. 17,34,308 has been paid during FY 19-20 on
account of Reimbursement of Expense.
126
ANNUAL REPORT 2020-21
COVID-19 global pandemic and severity of the second wave in India disrupted economic activity as local governments
resorted to lockdowns and restrictions to fight the pandemic. While the Company has so far achieved best-in-industry
collection ratios and asset quality, impact of the pandemic on the Company’s assets and future results will depend on
the future developments, including the extent to which the pandemic persists and responses of the government. Given
the uncertainty over potential macro-economic impact, the Management has considered all the available internal and
external information, including credit reports and economic forecasts up to the date of approval of these financial
results. The Company has, based on the policy approved by the Board, determined the provision for impairment of
financial assets and made suitable provisions for expected credit losses on financial results as on 31.03.2021.
127
ANNUAL REPORT 2020-21
Subtotal 0 0 0 0 0
Note No. 30
The Previous year figure have been reworked, regrouped, rearranged and reclassified wherever necessary. Accordingly,
amounts and other disclosure for the preceding year are included as an integral part of the current year financial
statements and are to be read in relation to the amounts and other disclosures relating to the current year.
128
ANNUAL REPORT 2020-21
129
ANNUAL REPORT 2020-21
Addition:
Rate WDV As on Addition: Less Depreciation WDV As on
PARTICULARS More than Sale of Asset As on 31.03.2021
(WDV) 01.04.2020 Than 180 Days During the period 31.03.2021
180 Days
Addition:
Rate WDV As on Addition: Less Depreciation WDV As on
PARTICULARS More than Sale of Asset As on 31.03.2021
(WDV) 01.04.2020 Than 180 Days During the period 31.03.2021
180 Days
130
ANNUAL REPORT 2020-21
NOTICE
27th ANNUAL GENERAL MEETING
Notice is hereby given that the Twenty Seventh Annual General Meeting (“AGM”) of the Member(s) of Moneyboxx Finance
Limited (formerly Dhanuka Commercial Limited) (“the Company’) will be held on Friday, September 24, 2021 at 12.30 P.M. (IST)
through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), in accordance with the relevant circulars issued by the
Ministry of Corporate Affairs & Securities and Exchange Board of India in this regard, to transact the following business:
ORDINARY BUSINESS:
To receive, consider and adopt the Audited Financial Statements of the Company which include Balance Sheet as at March 31,
2021, the Statement of Profit & Loss for the Financial year ended on that date together with schedule(s), annexure(s) and note(s)
thereon and the cash flow statement of the Company (“Financial Statement”) and the report of the Board of Director(s) (“Board”)
and the Statutory Auditor(s) thereon.
Item No. 2: APPOINTMENT OF MR. ATUL GARG (DIN: 07093376) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION
To appoint a director in place of Mr. Atul Garg, Director (DIN: 07093376), who retires by rotation and being eligible, offers
himself for re-appointment.
SPECIAL BUSINESS:
Item No. 3: TO APPROVE UPWARD REVISION IN THE REMUNERATION OF MR. DEEPAK AGGARWAL, (DIN:
03140334), AS WHOLE TIME DIRECTOR AND CO-CEO OF THE COMPANY
To consider and if thought fit, to pass, the following resolution as SPECIAL RESOLUTION:
“RESOLVED THAT in furtherance to the ordinary resolution passed by the member(s) of the Moneyboxx Finance Limited
(formerly known as Dhanuka Commercial Limited) (“Company”) at the 26th Annual General Meeting (“AGM’) held on December
21, 2020, pursuant to which members consent was accorded for the appointment of Mr. Deepak Aggarwal, as Co-CEO & Whole-time
Director for 3 (Three) years with effect from September 15, 2020 and the remuneration to be paid to him for holding the office of
Director and subject to the limits contained in the provisions of sections 197, 198 read with read with Part I and Section I of Part
II of Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and relevant rules framed thereunder and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, if
any (including any statutory modifications or re-enactment thereof for the time being in force) and in terms of Articles of
Association (“AOA”) of the Company and upon recommendation of Nomination and Remuneration Committee (“NRC”) and Board
of Director(s) (“Board”), the consent of the member(s) of the Company be and is hereby accorded for upward revision/increase in
the remuneration of Mr. Deepak Aggarwal, on such terms and conditions as stated below:
131
ANNUAL REPORT 2020-21
A. Remuneration:
i. Basic Pay: Rs. 7,00,000 (Rupees Seven Lakh only) per month w.e.f October 01, 2021 as fixed pay for the remaining tenure of his
appointment or such other period as may be determined in accordance with applicable laws and subject to receipt of the requisite
approvals, if any, with such increments as the Board may decide from time to time subject to maximum ceiling of 300% of Basic
Pay.
ii. Annual yearly Bonus during tenure of the appointment as may be recommended by the Nomination and Remuneration
Committee and approved by the Board.
RESOLVED FURTHER THAT in the event of any inadequacy or absence of profits in any Financial year or years during the tenure
of his appointment, the aforementioned remuneration comprising salary, perquisites and benefits approved herein be continued
to be paid as minimum remuneration to Mr. Deepak Aggarwal, the Whole Time Director, subject to such other approvals as may
be necessary.
RESOLVED FURTHER THAT except for the aforesaid revision in remuneration and perquisites, all other terms and conditions of
appointment of Mr. Deepak Aggarwal as Whole-time Director of the Company vide resolution approved by shareholder(s) in its
meeting held on December 21, 2020 and which are not dealt with in this resolution, remain unchanged.
RESOLVED FURTHER THAT the above remuneration shall be subject to modification, as may be deemed fit by the Board from
time to time and subject to the limits and stipulations prescribed by the Companies Act, 2013 read with Schedule V thereto,
and/or any guidelines prescribed by the Government from time to time.
RESOLVED FURTHER THAT the Board of Director(s) of the Company be and is hereby authorized to alter or vary the scope of
remuneration of Mr. Deepak Aggarwal, Whole Time Director including the monetary value thereof, to the extent recommended
by the Nomination and Remuneration Committee from time to time as may be considered appropriate, subject to the overall limit
specified under the Companies Act, 2013 and rules framed thereunder.
RESOLVED FURTHER THAT any one of the Director or Company Secretary of the Company be and are hereby authorized
severally, to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above
resolution.
RESOLVED FURTHER THAT all acts done with regard to the above resolution stands ratified.”
Item No. 4: TO APPROVE UPWARD REVISION IN REMUNERATION OF MR. MAYUR MODI (DIN: 08021679), WHOLE
TIME DIRECTOR AND CO-CEO OF THE COMPANY
To consider and if thought fit to pass, the following resolution as SPECIAL RESOLUTION:
“RESOLVED THAT in furtherance of the resolution passed by the member(s) of the Moneyboxx Finance Limited (formerly known
as Dhanuka Commercial Limited) (“Company”) at the Extra-ordinary General Meeting (“EGM”) held on January 03, 2019,
pursuant to which member(s) consent was accorded for the appointment of Mr. Mayur Modi, as Co-CEO & Whole-time Director for 3
(Three) years with effect from January 01, 2019 and the remuneration to be paid to him for holding the office of Director and subject
to the limits contained in the provisions of sections 197, 198 read with read with Part I and Section I of Part II of Schedule V and
other applicable provisions, if any, of the Companies Act, 2013 and relevant rules framed thereunder and applicable regulations
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, if any (including any
statutory modifications or re-enactment thereof for the time being in force) and in terms of Articles of Association (“AOA”) of the
Company and upon recommendation of Nomination and Remuneration Committee (“NRC”) and Board of Director(s) (“Board”) ,
132
ANNUAL REPORT 2020-21
the consent of the member(s) of the Company be and is hereby accorded for upward revision/increase in the remuneration of Mr.
Mayur Modi, on such terms and conditions as stated below:
A. Remuneration:
i. Basic Pay: Rs. 7,00,000 (Rupees Seven Lakh only) per month w.e.f October 01, 2021 as fixed pay for the remaining tenure of his
appointment or such other period as may be determined in accordance with applicable laws and subject to receipt of the requisite
approvals, if any with such increments as the Board may decide from time to time subject to maximum ceiling of 300% of Basic
Pay.
ii. Annual yearly Bonus during tenure of the appointment as may be recommended by the Nomination and Remuneration
Committee and approved by the Board.
RESOLVED FURTHER THAT in the event of any inadequacy or absence of profits in any Financial year or years during the tenure
of his appointment, the aforementioned remuneration comprising salary, perquisites and benefits approved herein be continued
to be paid as minimum remuneration to Mr. Mayur Modi, the Whole Time Director, subject to such other approvals as may be
necessary.
RESOLVED FURTHER THAT except for the aforesaid revision in remuneration and perquisites, all other terms and conditions of
appointment of Mr. Mayur Modi, as Whole-time Director of the Company vide resolution approved by shareholder(s) in its
meeting held on January 03, 2019 and which are not dealt with in this resolution, remain unchanged.
RESOLVED FURTHER THAT the above remuneration shall be subject to modification, as may be deemed fit by the Board from
time to time and subject to the limits and stipulations prescribed by the Companies Act, 2013 read with Schedule V thereto,
and/or any guidelines prescribed by the Government from time to time.
RESOLVED FURTHER THAT the Board of Director(s) of the Company be and is hereby authorized to alter or vary the scope of
remuneration of Mr. Mayur Modi, Whole Time Director including the monetary value thereof, to the extent recommended by the
Nomination and Remuneration Committee from time to time as may be considered appropriate, subject to the overall limit
specified under the Companies Act, 2013 and rules framed thereunder.
RESOLVED FURTHER THAT any one of the Director or Company Secretary of the Company be and are hereby authorized
severally, to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above
resolution.
RESOLVED FURTHER THAT all acts done with regard to the above resolution stands ratified.”
Item No. 5: TO APPROVE RE-APPOINTMENT AND REMUNERATION TO BE PAID TO MR. MAYUR MODI (DIN-08021679)
AS THE WHOLE-TIME DIRECTOR OF THE COMPANY
To consider and if thought fit to pass, the following resolution as SPECIAL RESOLUTION:
“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable
provisions, if any, of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment thereof, for the time being in force), or any
other applicable rules, directives, regulations or circulars issued by the Securities and Exchange Board of India (“SEBI”) and / or
Reserve Bank of India (“RBI”), the relevant provisions of the Articles of Association (“AOA”) of the Moneyboxx Finance Limited
(formerly known as Dhanuka Commercial Limited) (“Company”) and all applicable guidelines issued by the Central Government
133
ANNUAL REPORT 2020-21
(“CG”) from time to time and subject to such other approvals, as may be necessary, and upon recommendation of Nomination and
Remuneration Committee (“NRC”) and Board of Director(s) (“Board”), the consent of the member(s) of the Company be and is
hereby accorded for the re-appointment of Mr. Mayur Modi (DIN: 08021679) as the Whole-time director and Key Managerial
Personnel (“KMP”) of the Company for a period of 3 years w.e.f. January 01, 2022 on the terms and conditions including
remuneration set out hereunder with specific authority to the Board of Director(s) of the Company from time to time to alter the
said terms and conditions of re-appointment and remuneration payable to Mr. Mayur Modi in the best interests of the Company
and as may be permissible at law, viz.:
B. Remuneration:
i. Basic Pay: Rs. 7,00,000 (Rupees Seven Lakh only) per month w.e.f January 01, 2022 as fixed pay for the tenure of
his appointment or such other period as may be determined in accordance with applicable laws and subject to
receipt of the requisite approvals, if any with such increments as the Board may decide from time to time subject to
maximum ceiling of 300% of Basic Pay.
ii. Annual yearly Bonus during tenure of the appointment as may be recommended by the Nomination and
Remuneration Committee and approved by the Board.
iii. Additional Conditions:
• Perquisites, HRA and other allowances and reimbursement of expenses on actual.
• Leave Travel Concession for self in accordance with the rules of the company.
RESOLVED FURTHER THAT the aggregate of the remuneration and perquisites as aforesaid payable in any financial year shall
not exceed the limit as may be prescribed from time to time under Section 197, Section 198 and other applicable provisions of the
Act and Rules made thereunder, read with Schedule V of the said Act or any statutory modification(s) or re-enactment thereof for
the time being in force, or otherwise as may be permissible at law.
RESOLVED FURTHER THAT in the event of any inadequacy or absence of profits in any Financial year or years during the tenure
of his appointment, the aforementioned remuneration comprising salary, perquisites and benefits approved herein be continued
to be paid as minimum remuneration to Mr Mayur Modi, the Whole Time Director, subject to such other approvals as may be
necessary;
RESOLVED FURTHER THAT the above remuneration shall be subject to modification, as may be deemed fit by the Board from
time to time and subject to the limits and stipulations prescribed by the Companies Act, 2013 read with Schedule V thereto,
and/or any guidelines prescribed by the Government from time to time.
RESOLVED FURTHER THAT the Board of Director(s) of the Company be and is hereby authorized to alter or vary the scope of
remuneration of Mr. Mayur Modi, Whole Time Director including the monetary value thereof, to the extent recommended by the
Nomination and Remuneration Committee from time to time as may be considered appropriate, subject to the overall limit
specified under the Companies Act, 2013 and rules framed thereunder.
RESOLVED FURTHER THAT any one of the Director or Company Secretary of the Company be and are hereby authorized
severally, to do all necessary acts, deeds and things, which may be usual, expedient or proper to give effect to the above
resolution.”
134
ANNUAL REPORT 2020-21
NOTES:
1. In view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, Ministry of
Corporate Affairs, Government of India (the “MCA”) vide its General Circular No. 02/2021 dated January 13, 2021 read
together with General Circular No. 20/2020 dated May 5, 2020, General Circular No. 17/2020 dated April 13, 2020 and
General Circular No. 14/2020 dated April 8, 2020 and other circulars issued in this regard (collectively referred to as
“MCA Circulars”), and the Securities and Exchange Board of India (“SEBI”) vide its Circular No.
SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79
dated May 12, 2020 and other circulars issued in this regard, permitted the holding of the Annual General Meeting
(AGM) through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’), without the physical presence of the
Members at a common venue. The deemed venue for the AGM shall be the registered office of the Company.
2. Pursuant to the provisions of the Companies Act, 2013 (“Act”) a Member entitled to attend and vote at the AGM is
entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a Member of the Company.
Since this AGM is being held pursuant to the MCA Circulars and SEBI Circulars through VC / OAVM, physical attendance
of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be
available for the AGM and hence the Proxy Form, Attendance Slip and route map of the AGM are not annexed to this
Notice.
3. Further pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management
and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (as amended) and the MCA and SEBI Circulars, the Company is holding its Annual
General Meeting (AGM) through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’), without the physical
presence of the Members at a common venue. For the said purpose the Company has engaged the service of National
Securities Depository Limited (NSDL) for conducting AGM through VC/OAVM. Further, NSDL has also been engaged for
facilitating e-voting to enable the members to cast their votes electronically using remote e-voting system as well as e-
voting during the AGM. The procedure for participating in the meeting through VC/ OAVM is explained in the notes
below.
4. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under
Section 103 of the Act.
5. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) setting out material facts
relating to the special business(es) to be transacted at the AGM is annexed hereto. Explanatory Statement as required
under Section 102(1) of the Companies Act, 2013 is annexed.
6. Brief profile and other additional information pursuant to Regulation 36(3) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-
2) issued by The Institute of Company Secretaries of India, in respect of the Director seeking appointment/re-
appointment at the AGM, is also annexed to the Notice.
7. Pursuant to the abovementioned Circulars the Company will send the Annual Report for the financial year 2020- 21 and
AGM notice in electronic form only. The Notice of AGM and Annual Report for the financial year 2020- 21 are also placed
on the website of the Company i.e. www.moneyboxxfinance.com and the website of National Securities Depository
Limited i.e. www.evoting.nsdl.com and at the relevant sections of the websites of the stock exchanges on which the
shares of the Company are listed i.e. BSE Ltd. (www.bseindia.com).
8. All documents referred to in the Notice will be available for electronic inspection by the members, without any fee, from
the date of circulation of this Notice up to the date of AGM, i.e. September 24, 2021. Members seeking to inspect such
documents can send an email to investor info@moneyboxxfinance.com.
135
ANNUAL REPORT 2020-21
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the
Companies Act, 2013 (“Act”), the Register of Contracts or Arrangements in which the directors are interested,
maintained under Section 189 of the Act will be available electronically for inspection by the members during the AGM.
Further, members seeking any information with regard to the accounts or any other matter to be placed at the AGM, are
requested to write to the Company latest by September 18, 2021 through email on info@moneyboxxfinance.com Such
questions shall be taken up during the meeting or replied by the Company suitably.
9. Corporate/ Institutional members intending to attend the AGM through authorised representatives are requested to
send a scanned copy of duly certified copy of the board or governing body resolution authorising the representatives to
attend and vote at the Annual General Meeting. The said Resolution / Authorization shall be sent to the Scrutinizer by
email through its registered email address to csshashankpashine@gmail.com with a copy marked to evoting@nsdl.co.in
10. The Notice is being sent to all the Members / Beneficiaries electronically, whose names appear on the Register of
Members / Record of Depositories as on Friday, August 27, 2021 in accordance with the provisions of the Companies
Act, 2013, read with Rules made thereunder and MCA and SEBI Circulars.
11. a) The Company has fixed as Friday, September 17, 2021 as the cut-off date for determining entitlement of members who
will be eligible to attend and vote at the Meeting.
12. A person who is not a member as on cut off date should treat this Notice for information purpose only
The remote e-voting period begins on Tuesday, September 21,2021 at 09:00 A.M. (IST) and ends on Thursday, September
23,2021 at 5.00 P.M.(IST). During this period, members of the Company holding equity shares either in physical form or
in dematerialized form, as on the cut-off date i.e., Friday, September 17, 2021, may cast their vote electronically. The
remote e-voting will not be allowed beyond the aforesaid date and time as the same shall be disabled by NSDL for voting
thereafter.
The facility for electronic voting system, shall also be made available at the AGM. The Members attending the AGM, who
have not cast their votes through remote e-voting and are otherwise not barred from doing so, shall be able to exercise
their voting rights at the AGM. The Members who have already casted their votes through remote e-voting may attend
the meeting but shall not be entitled to cast their votes again at the AGM.
Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
There will be one e-vote for every Folio/ Client ID irrespective of the number of joint holders. Voting Rights shall be
reckoned on the paid-up value of shares registered in the name of the Member(s) as on cut- off date and any person who
is not a member as on that date should treat this Notice for information purposes only.
The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 18,
2021 to Friday, 24th September 2021 (both days inclusive).
13. Members may join the AGM through VC/OAVM Facility by following the procedure as mentioned below which shall be
kept open for the Members from 12 Noon (IST) i.e. 30 minutes before the time scheduled to start the AGM and the
Company may close the window for joining the VC/OAVM facility, 15 minutes after the scheduled time to start the AGM.
The facility of participation at the General Meeting through VC/OAVM will be made available for at least 1000 members
on first come first served basis. However, the said restriction on account of first come first served principle shall not be
applicable on large shareholders (shareholders holding 2% or more shareholding), promoters, Directors, Key Managerial
Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders
Relationship and Auditors, etc.
14. Members who would like to express their views or ask questions during the AGM may register themselves as speaker by
sending their request from their registered email address mentioning their name, DP ID and client ID/ Folio no, No. of
shares, PAN, mobile number at info@moneyboxxfinance.com on or before September 18, 2021. Only those Members
136
ANNUAL REPORT 2020-21
who have registered themselves as a speaker will be allowed to express their views, ask questions during the AGM. The
Company reserves the right to restrict the number of speakers as well as the speaking time depending upon the
availability of time at the AGM.
15. The Board of Directors have appointed Mr. Shashank Pashine Prop. M/s Shashank Pashine & Associates, Practicing
Company Secretary (M. No. A40278, CP. No. 21229, as the Scrutiniser to scrutinize the remote e-voting process and
voting through electronic voting system at the AGM in a fair and transparent manner.
16. The Scrutiniser will, after the conclusion of e-voting at the Meeting, scrutinise the votes cast at the Meeting and votes
cast through remote e-voting, make a consolidated Scrutiniser’s Report and submit the same to the Chairman or a person
authorised by him in writing, who shall countersign the same and declare results (consolidated) within 48 hours from the
conclusion of the meeting and the same, along with the consolidated Scrutiniser’s Report, will be placed on the website of
the Company (www.moneyboxxfinance.com) and the website of NSDL (www.nsdl. com) immediately after the
declaration of result by the Chairman and in his absence, any Director/Officer of the Company authorised by the
Chairman and the same will also be communicated to BSE Limited. It shall also be displayed on the Notice Board at the
Registered Office and the Corporate office of the Company.
17. With a view to using natural resources responsibly, we request shareholders to update their contact details including e-
mail address, mandates, nominations, power of attorney, Bank details covering name of the Bank and branch details,
Bank account number, MICR code, IFSC code, etc. with their depository participants and with RTA if shares are held in
physical form to enable the Company to send all the communications electronically including Annual Report, Notices etc.
18. The Securities and Exchange Board of India has mandated the submission of the Permanent Account Number (PAN) by
every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit
the PAN details to their Depository Participants with whom they are maintaining their demat accounts. Members holding
shares in physical form can submit their PAN details to the Company.
19. Non-Resident Indian Members are requested to inform RTA of the Company any change in their residential status on
return to India for permanent settlement, particulars of their Bank account maintained in India with complete name,
branch account type, account number and address of Bank with pin code number, if not furnished earlier. Members
holding shares in electronic form may contact their respective Depository Participants for availing this facility.
20. In terms of Section 72 of the Companies Act, 2013 and the applicable provisions, the shareholders of the Company may
nominate a person in whose name the shares held by him/them shall vest in the event of his/their death. Shareholders
desirous of availing this facility may submit the requisite nomination form before the cut off date i.e. September 17, 2021.
21. In compliance with the aforesaid MCA Circulars and SEBI Circular, the Annual Report including audited financial
statements for the financial year 2020-21 including notice of 27th AGM is being sent only through electronic mode to
those Members who have not registered their e-mail address so far are requested to register their e-mail address for
receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
In case you have not registered your email id with depository or RTA you may registered your email id in following
manner.
Physical Send a signed request to Registrar and Transfer Agents of the Company, MAS Services Limited
Holding at info@masserv.com providing Folio number, Name of the shareholder, scanned copy of the
share certificate (Front and Back), PAN (Self attested scanned copy of PAN Card), AADHAR
(Self attested scanned copy of Aadhar Card) for registering email address.
Demat Please contact your Depositary Participant (DP) and register your email address as per the
Holding process advised by DP.
137
ANNUAL REPORT 2020-21
22. Voting through electronic means: In compliance with the provisions of Regulation 44 of the Listing Regulations and
pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 Company is offering e-voting facility to its members. Detailed procedure is given here
below.
23. NSDL e-voting System- For Remote e-voting and e-voting during AGM
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
The remote e-voting period begins on Tuesday, September 21, 2021 at 09:00 A.M. and ends on Thurday, September 23,
2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose
names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 17,
2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the
paid-up equity share capital of the Company as on the cut-off date, being September 17, 2021.
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Individual Shareholders 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open
holding securities in web browser by typing the following URL: https://eservices.nsdl.com/either on a Personal Computer or
demat mode with NSDL. on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under
“Login” which is available under “IDeAS” section. A new screen will open. You will have to enter your
User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options
available against company name or e-Voting service provider - NSDLand you will be re-directed to NSDL
e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS”Portal or click
athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digitdemat account
number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting
page. Click on options available against company name or e-Voting service provider - NSDL and you will
be redirected to e-Voting website of NSDLfor casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
138
ANNUAL REPORT 2020-21
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login through their user id and password.
holding securities in Optionwill be made available to reach e-Voting page without any further authentication. The URL for
demat mode with CDSL users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com
and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will
have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN
No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP
on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will
be provided links for the respective ESP i.e. NSDLwhere the e-Voting is in progress.
Individual Shareholders You can also login using the login credentials of your demat account through your Depository Participant
(holding securities in registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click
demat mode) login on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein
through their depository you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDL
participants and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL
in demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor
contact at 022- 23058738 or 022-23058542-43
139
ANNUAL REPORT 2020-21
B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders
holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on
the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing
IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
2 i.e. Cast your vote electronically.
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the
email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8
digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in
physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered
6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
140
ANNUAL REPORT 2020-21
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed
under “Join General Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csshashankpashine@gmail.com with a copy
marked to evoting@nsdl.co.in.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct
password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset
Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and
1800 22 44 30 or send a request to (Amit Vishal) at evoting@nsdl.co.in
Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password
and registration of e mail ids for e-voting for the resolutions set out in this notice:`
1. In case shares are held in physical mode please send signed request with Folio No., Name of shareholder, scanned copy
of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested
scanned copy of Aadhar Card) by email to info@masserv.com
2. In case shares are held in demat mode, please update email id with depository If you are an Individual shareholders
holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e.Login
method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor procuring user id and password for
e-voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through OAVM facility and have not casted their
vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system in the AGM.
141
ANNUAL REPORT 2020-21
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of
the AGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful
login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are
requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available
in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not
have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by
following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during
the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning
their name demat account number/folio number, email id, mobile number at info@moneyboxxfinance.com. The same
will be replied by the company suitably.
142
ANNUAL REPORT 2020-21
EXPLANATORY STATEMENT CONTAINING MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT,
2013 READ WITH PARA 1.2.5 OF SECRETARIAL STANDARD ON GENERAL MEETINGS
Item No. 3
To approve upward revision in the remuneration of Mr. Deepak Aggarwal, (DIN: 03140334), as Whole-time Director and Co-
CEO of the Company
The Member(s) of the Moneyboxx Finance Limited, at 26th Annual General Meeting (AGM) held on December 21, 2020 had
appointed Mr. Deepak Aggarwal as Whole-Time Director w.e.f. September 15, 2020 for a period of three (3) years. The terms of
appointment and remuneration were approved by the Member(s) vide resolution passed at the meeting.
Mr. Deepak Aggarwal is a Qualified Chartered Accountant and possessed a rich and varied experience of over 17 years in the
field of investment banking and financial service sectors in various capacities.
Considering his immense contribution towards the operations of the Company, Nomination & Remuneration Committee and
Board of Director(s) recommends upward revision in remuneration w.e.f. October 01, 2021. Pursuant to Section 197 of the
Companies Act, 2013, if in any financial year a company has no profits or its profits are inadequate, payment of remuneration to
its director(s) including any managing or whole-time director (exclusive of sitting fees payable to directors) may be made only in
accordance with the provisions of schedule V of the Companies Act, 2013.
Consequently, out of abundant caution and in view of the relevant extant provisions of law relating to managerial remuneration,
the Company is complying with the provisions of Section II of Part II of Schedule V of the Companies Act, 2013 which prescribes
that in case of no profits or inadequate profits, the remuneration can be paid within the limits arrived at in accordance with the
requirements of the said section II, subject to the following: -
(i) The payment of remuneration is approved and recommended by a resolution passed by the Board and also by the
Nomination and Remuneration Committee of Directors respectively.
(ii) There is no default in repayment of any of its debts or interest payable thereon.
In view of the stated points this is to note that, the Nomination and Remuneration Committee and Board of Director(s) at its
meeting held on August 14, 2021 had already approved and recommended the remuneration payable to Mr. Deepak Aggarwal.
Further, the Moneyboxx Finance Limited has not made any default in repayment of any of its debts or interest payable thereon.
Disclosure as required under Section II of Part II of Schedule V to the Companies Act, 2013 and the Corresponding Rules forms
part of this notice in Annexure-I.
Further, pursuant to Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations’), the fees or compensation payable to executive directors who are promoters or members of the promoter
group, shall be subject to the approval of the shareholders by Special resolution in general meeting, if (i) the annual remuneration
payable to such executive director exceeds Rupees 5 (five) crore or 2.5 (two and half) per cent of the net profits of the listed
entity, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such
directors exceeds 5 (five) per cent of the net profits of the listed entity. The Special resolution being proposed would also be in
compliance with the aforesaid requirements of SEBI Listing Regulations.
The Board recommends the resolution at No. 3 for approval by the Member(s) by way of Special Resolution.
None of the Directors of the Company and/or their relatives, except Mr. Deepak Aggarwal and his relatives, are deemed to be
concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding, if any, in the
Company or any of their interest as Director or member or otherwise mentioned herein above, in the Company.
143
ANNUAL REPORT 2020-21
Item No. 4
To approve upward revision in the remuneration of Mr. Mayur Modi, (DIN: 08021679), as Whole-time Director and Co-CEO of
the Company
The Member(s) of the Moneyboxx Finance Limited, at Extra Ordinary General Meeting held on January 3, 2019 had appointed
Mr. Mayur Modi as Whole-Time Director w.e.f. January 01, 2019 for a period of three (3) years. The terms of appointment and
remuneration were approved by the Member(s) vide resolution passed at the Meeting.
Mr. Mayur Modi is a Qualified Chartered Accountant and has possesses vast experience in financial services across developed
and emerging markets.
Considering his immense contribution towards the operations of the Company. Nomination & Remuneration Committee and
Board of Director(s) recommends upward revision in remuneration w.e.f. October 01, 2021. Pursuant to Section 197 of the
Companies Act, 2013, if in any Financial year a company has no profits or its profits are inadequate, payment of remuneration to
its directors including any managing or whole-time director (exclusive of sitting fees payable to directors) may be made only in
accordance with the provisions of schedule V of the Companies Act, 2013.
Consequently, out of abundant caution and in view of the relevant extant provisions of law relating to managerial remuneration,
the Company is complying with the provisions of Section II of Part II of Schedule V of the Companies Act, 2013 which prescribes
that in case of no profits or inadequate profits, the remuneration can be paid within the limits arrived at in accordance with the
requirements of the said section II, subject to the following: -
(i) The payment of remuneration should be approved and recommended by a resolution passed by the Board and also by the
Nomination and Remuneration Committee of Directors.
(ii) There is no default in repayment of any of its debts or interest payable thereon.
In view of the stated points this is to note that, the Nomination and Remuneration Committee and Board of Director(s) at its
meeting held on August 14, 2021 had already approved and recommended the remuneration payable to Mr. Mayur Modi.
Further, the Moneyboxx Finance Limited has not made any default in repayment of any of its debts or interest payable thereon.
Disclosure as required under Section II of Part II of Schedule V to the Companies Act, 2013 and the Corresponding Rules forms
part of this notice in Annexure- I.
Further, pursuant to Regulation 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations’), the fees or compensation payable to executive directors who are promoters or members of the promoter
group, shall be subject to the approval of the shareholders by Special resolution in general meeting, if (i) the annual remuneration
payable to such executive director exceeds Rupees 5 (five) crore or 2.5 (two and half) per cent of the net profits of the listed
entity, whichever is higher; or (ii) where there is more than one such director, the aggregate annual remuneration to such
directors exceeds 5 (five) per cent of the net profits of the listed entity. The Special resolution being proposed would also be in
compliance with the aforesaid requirements of SEBI Listing Regulations.
The Board recommends the resolution at No. 4 for approval by the Members by way of Special Resolution.
None of the Directors of the Company and/or their relatives, except Mr. Mayur Modi and his relatives, are deemed to be
concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding, if any, in the
Company or any of their interest as Director or member or otherwise mentioned herein above, in the Company.
Item No. 5:
To approve Re-appointment and Remuneration to be paid to Mr. Mayur Modi (DIN-08021679) as the Whole-time Director of
the Company
Pursuant to the provisions of Sections 196, 197 and other applicable provisions, read with Schedule V of the Companies Act,
2013 and the Rules made thereunder and as recommended by the Nomination and Remuneration Committee of the Board of
Director(s), and subject to the approval of the shareholders, the Board of Director(s) at its meeting held on 03rd January, 2019
144
ANNUAL REPORT 2020-21
appointed Mr. Mayur Modi (DIN: 08021679) as the Whole-Time Director of the Moneyboxx Finance Limited for a period of 3
years with effect from 01st January, 2019. Consequently, the tenure of Mr. Mayur Modi as the Whole-time Director of the
Moneyboxx Finance Limited will expire on December 31, 2021.
It is proposed to re-appoint him for a period of 3 years, from January 1, 2022 to December 31, 2024.
Mr. Mayur Modi has 17+ years of experience in financial services across developed and emerging markets. He started his career
with GE Capital in the structured finance division and went on to work in global financial institutions like JP Morgan and HSBC.
His last stint was with HSBC in India where he spent close to 10 years in Financial Institutions Group managing some of the large
Banks and NBFI clients. He is also a certified credit analyst by Global trainers Pimley & Pimley.
Mr. Mayur Modi is not disqualified from being reappointed as the Whole-Time Director of the Moneyboxx Finance Limited in
terms of section 164 of the Companies Act, 2013. Further, he is not debarred from holding the office of Director by virtue of SEBI
order or any other authority, pursuant to BSE circular dated June 20, 2018. He has also communicated his willingness to be re-
appointed and has given his consent to act as the Whole-time Director of the Moneyboxx Finance Limited. He satisfies all the
conditions as set out in Section 196(3) of the said Act and Part-I of the Schedule V thereof and hence, is eligible for re-
appointment.
A brief profile of Mr. Mayur Modi is provided in Annexure- “II” to the notice pursuant to the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard II issued
for General Meetings.
Broad terms of remuneration payable to Mr. Mayur Modi has been explained in the resolution.
The Board recommends the resolution at No. 5 for approval by the Members by way of Special Resolution.
None of the Directors of the Company and/or their relatives, except Mr. Mayur Modi and his relatives, are deemed to be
concerned or interested, financially or otherwise in the said resolution except to the extent of their shareholding, if any, in the
Company or any of their interest as Director or member or otherwise mentioned herein above, in the Company.
145
ANNUAL REPORT 2020-21
Annexure- I
STATEMENT PURSUANT TO PARAGRAPH (IV) OF THE SECOND PROVISO OF PARAGRAPH B OF SECTION (II) OF PART (II)
OF SCHEDULE V TO THE COMPANIES ACT, 2013 IN RESPECT OF ITEM NO. 3, 4 & 5 OF THE NOTICE:
I. GENERAL INFORMATION
1. Nature of Industry
Your Company is engaged in the business activity of Non-Banking Non- deposit taking non-systemically important
Financial Company under Section 45-IA of the RBI Act, 1934.
3. In case of new companies, expected date of commencement of activities as per project approved by financial institution
appearing in the prospectus
Not applicable
146
ANNUAL REPORT 2020-21
147
ANNUAL REPORT 2020-21
1. Reasons of loss or inadequate profits: The Company is in its growth phase and hence has had to incur cost related to branch
expansions, infrastructure Human Resources and information technology. All these expenditures are to build long term
capacity to achieve economies of scale in coming years. We are hopeful that with the current strong growth shown in this
year of operations and planned expansion, we would be able to deliver sustainable profitability in coming years. Due to
Pandemic, your Company is passing through a critical phase. It is important to continuously develop with economies of scale
to survive in this most competitive environment. Thus, the Company is investing money for their future projects and some
of these expenses are having direct impact on profit.
2. Steps taken or proposed to be taken for improvement: As mentioned above that your Company is in its initial year of
operations and growing, we have had to incur costs related to capacity building. We are continuously optimizing our
resources and productivity of employees by using technologyand other analytical tools, the benefits of which will start
showing in coming years.The branch unit economics are positive and hence we are very confident that with the right set of
strategies, careful planning and robust execution, we will be able to hit profitability in coming years.
3. Expected increase in productivity and profits in measurable terms: The Company is very conscious about improvement in
portfolio quality and undertakes constant measures to improve it. However, it is extremely difficult in the present scenario
to predict profits in measurable terms.
IV. DISCLOSURES
The following disclosures shall be mentioned in the Board of Director’s report of the Company under the heading “Corporate
Governance”, if any, which shall be attached to the financial statement for the financial year ending 2020-21:
(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;
(ii) details of fixed component and performance linked incentives along with the performance criteria;
(iii) service contracts, notice period, severance fees;
(iv) stock option details, if any, and whether the same has been issued at a discount as well as the period over which
accrued and over which exercisable.
Other parameters under Section 200 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
1. Financial and operating performance of the Company during the three preceding financial years:
Details provided in para (I)(4) above
2. Remuneration or commission drawn by individual concerned in any other capacity from the Company: Mr.
Deepak Aggarwal and Mr. Mayur Modi does not draw remuneration in any other capacity from the Company.
3. Remuneration or Commission drawn by Managerial Personnel from any other company: Mr. Deepak
Aggarwal and Mr. Mayur Modi does not draw remuneration in any other capacity from the Company.
The financial performance of the Company and remuneration drawn by Mr. Deepak Aggarwal and Mr. Mayur
Modi during last 3 years is given below:
148
ANNUAL REPORT 2020-21
6. The principle of proportionality of remuneration within the company, ideally by a rating methodology which
compares the remuneration of directors to that of other directors on the board who receives remuneration
and employees or executives of the company:
The Company has a strong performance management culture. Remuneration of Whole-time Directors, Key
Managerial Personnel(s) (KMPs) and Senior Management Personnel(s) (SMPs) are governed by the Company’s
Board-approved Nomination and Remuneration Policy.
Further, every employee undergoes evaluation of his/her performance against the goals and objectives for the
year, and increase in compensation and reward by way of variable bonus is linked to the evaluation of
individual’s performance. Additionally, industry benchmarks are used to determine the appropriate level of
remuneration, from time to time.
7. Whether remuneration policy for directors differs from remuneration policy for other employees and if so, an
explanation for the difference:
Not applicable
8. Securities held by the director, including options and details of the shares pledged as at the end of the
preceding financial year:
Mr. Deepak Aggarwal and Mr. Mayur Modi do not hold any share in the Company.
149
ANNUAL REPORT 2020-21
Annexure- II
[Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of
Secretarial Standard-2 on General Meetings]
*Moneyboxx Capital Private Limited, holding Company of Moneyboxx Finance Limited, is owned and controlled by the following under the
capacity as Director(s) and/ or as Member(s) of the Company:
150
ANNUAL REPORT 2020-21
Name Capacity
Mr. Govind Gupta Director & Member
Mr. Deepak Aggarwal Director & Member (Authorised representative of Member “Avancer Capital Partners Pvt.
Ltd.”)
Mr. Deepak Aggarwal Director & Member
Mr. Mayur Modi Director & Member
Mr. Atul Garg Director & Member
151
“यही समय है , सही समय है ,
भारत का अनमोल समय है |
असंख्य भुजाओं की शक्तत है ,
हर तरफ़ दे श की भक्तत है ,
तम
ु उठो ततरं गा लहरा दो,
भारत के भाग्य को फहरा दो
यही समय है , सही समय है ,
भारत का अनमोल समय है |
कुछ ऐसा नहीं जो कर ना सको,
कुछ ऐसा नहीं जो पा ना सको,
तुम उठ जाओ, तुम जुट जाओ,
सामर्थयय को अपने पहचानो,
कतयव्य को अपने सब जानो,
भारत का ये अनमोल समय है ,
यही समय है , सही समय है |”
Honorable Prime Minister Shri Narendra Modi
75th Independence Day Speech,
15th August 2021
Designed by www.blewminds.com