Dear Esteemed,
Your directors have the pleasure in presenting the Thirty-Third
Directors' Report of the Company on the business and operations together with the
audited results for the year ended March 31, 2024.
FINANCIAL PERFORMANCE
(Amt. in Rs. Crores)
| Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Total Revenue |
41.40 |
27.36 |
41.53 |
27.46 |
| Total Operating Expenses |
2.82 |
1.61 |
2.82 |
0.61 |
| Profit before Interest, Depreciation, Taxation |
38.58 |
25.75 |
38.71 |
25.85 |
| Interest |
9.78 |
4.00 |
9.78 |
4.00 |
| Depreciation |
0.08 |
0 |
0.08 |
0 |
| Profit before Taxation |
28.72 |
21.75 |
28.85 |
21.85 |
| Tax Expenses |
7.64 |
5.45 |
7.67 |
5.48 |
| Net Profit for the year |
21.08 |
16.30 |
21.18 |
16.37 |
| Earnings Per Share |
|
|
|
|
| Basic (in Rs.) |
55.22 |
47.71 |
55.46 |
45.89 |
| Diluted (in Rs.) |
55.22 |
47.71 |
55.46 |
45.89 |
REVIEW OF FINANCIAL PERFORMANCE
During the year under review, your Company's standalone total
revenue was Rs. 41.40 Crores as against Rs. 27.36 Crores of the corresponding previous
year, an increase of 51.32% on a Y-o-Y basis. Your Company has recorded a Net Profit After
Tax of Rs. 21.08 Crores against Rs. 16.30 Crores of the corresponding previous year,
registering a Y-o-Y growth of 29.33%.
DIVIDEND
Pursuant to the decision of the Board of Directors of the Company on
May 30, 2024, your Company has paid an interim dividend of Re. 1/- per equity share, i.e.
10% on the face value of Rs. 10/- each for the financial year 2023-24, (subject to
deduction of applicable taxes, if any) to those members whose names appeared on the
Register of Members as on June 13, 2024, being the record date fixed for the said purpose.
Directors of your Company have decided after considering all the
relevant factors, that this would be the full and final dividend for the financial year
2023-24.
CHANGES IN THE SHARE CAPITAL OF THE COMPANY
i. Authorized Share Capital: During the year under review, there was a
change in the Authorized Share Capital of the Company. It was increased to Rs.
25,00,00,000/- divided into 2,50,00,000 Equity shares of Rs. 10/- each
ii. Paid-up Share Capital: During the year under review, there was a
change in the paid-up share capital of the Company due to the issue of 4,27,050 shares on
Rights basis. Paid-up Share Capital of the Company increased to Rs. 3,84,34,500/-
comprising of 38,43,450 Equity Shares of Rs. 10/- each
DEPOSITS
In the Financial Year 2023-24, the Company has not accepted any
deposits and there is no amount remaining outstanding towards repayment of principal or
payment of interest on deposits as on March 31, 2024.
TRANSFER TO RESERVES
During the year under review, there was no amount which has been
transferred to reserves.
COMPANY OVERVIEW
MKVentures Capital Limited ("Company") is a Listed Company,
incorporated on January 17, 1991, in India, having its registered office at 11111
Floor, Express Towers Nariman Point, Mumbai - 400 021, Maharashtra. The Company is
registered with the Reserve Bank of India (‘RBI') as an Non-Banking Financial
Company-Non-Deposit taking Systemically Important (‘NBFC-ND-SI') vide
registration certificate No: 13.00690
The Company provides financial services through simple processes and
procedures in sanction and disbursement of credit as well as timely, friendly, and
flexible terms of repayment aligned to the unique features of its clientele.
Company has reported '21.08 Cr of profit after tax in FY24 vs '16.30 Cr
of Net profit in FY23 registering a growth of 29.33%. This is despite de-growth in the
overall AUM on a closing basis in FY24 over FY23 and in line with our philosophy of
prioritizing profitability over expanding balance sheet.
Company has been taking conservative steps in FY24 to recalibrate
growth in near term on both asset and liability side. Our focus is to build a sustainable
growth trajectory for asset/liability side within regulatory framework. Accordingly, the
company has repaid its entire borrowings in FY24 and had NIL debt outstanding as of March
31, 2024. Loan book came down from '309 Cr to '103 Cr as of FY24 end.
During the year company raised '40 Cr through successful completion of
rights issue. Company issued 4.27 lakh Equity shares at a price of Rs. 936/- per share.
With the conclusion of rights issue, company is now fully compliant in regards to the
shareholding pattern and holding.
Going forward, our focus is to strengthen the NBFC business by way of
raising growth capital, strengthening senior management team and board of directors. We
would like to foray into newer business segments including alternative asset management
along with the focus on building the liability side in a calibrated manner.
INDUSTRY STRUCTURE AND DEVELOPMENT
NBFCs play a critical role within the entire financial space in meeting
the vast funding needs of the country and significantly contributing to the overall
economic growth of the nation.
NBFCs have been expanding their reach, particularly in underserved
regions with credit growth driven by unsecured loans and MSME lending. NBFCs are far
better capitalized and have been outpacing growth compared to Scheduled commercial banks.
CRAR stood at 26.6 pct as of March 2024 for NBFCs which is well above regulatory
requirement.
As per the latest Financial Stability Report (FSR) of RBI, aggregate
lending by NBFCs grew by 18% in Mar-24, which was primarily driven by high growth in
personal loans 30% Y-O-Y, and agricultural loans 40%. Profitability ratios have improved
on the margin along with a healthy growth trend. As per the report, the aggregate RoA
ratio has been rising, the cost-to-income ratio has maintained a declining trend in the
post-pandemic period, and the NIM stood strong during FY24.
Key challenges for NBFC sector continue to be on the liability side.
Co-lending has emerged as a key source of funding for lot of NBFCs and we expect this
trend to continue. Cost of capital continues to be on the higher side with deposit
mobilization becoming increasingly difficult for banks. Increase in risk weights for NBFC
lending for banks is an additional headwind from liability side.
COMPLIANCE WITH THE ACCOUNTING STANDARDS
The Company prepares its accounts and other financial statements in
accordance with the relevant accounting principles and complies with the accounting
standards issued by the Institute of Chartered Accountants of India.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
Board of Directors
The Board of the Company has an optimum combination of executive and
non-executive directors (including an Independent Woman Director). The Board's
composition is in conformity with the extant applicable provisions of the Companies Act,
2013 (‘Act') and SEBI (LODR) Regulations, 2015. The Board of the Company
represents an optimal mix of professionalism, knowledge and experience.
Further, the Independent Directors on the Board of the Company are
highly respected for their professional integrity as well as their rich experience and
expertise. The Board provides leadership and strategic guidance and discharges its
fiduciary duties of safeguarding the interest of the Company and its stakeholders.
a) Changes in Directors and KMP
During the financial year under review, following changes took place in
the constitution Board of Directors of the Company:
| Sr. Name No. |
Designation |
Date of Appointment/ Resignation |
| 1. Mr. Rajeev Krishnamuralilal Agarwal |
Independent Director |
May 30, 2023 |
| 2. Mrs. Shruti Bahety |
Independent Director |
May 30, 2023 |
| 3. Mr. Siddharth Agrawal |
Independent Director |
May 30, 2023 |
| 4. Mrs. Swati Dujari |
Independent Director |
May 30, 2023 |
b) Composition of the Board of Directors, and list of KMPs
Board of Directors
The Board of Directors of the Company comprised of the following
Directors:
| Sr. Name No. |
Designation |
Date of Change, if applicable |
| 1. Mr. Madhusudan Murlidhar Kela |
Managing Director |
N.A. |
| 2. Mr. Sumit Bhalotia |
Non-Executive, NonIndependent Director |
N.A. |
| 3. Mr. Sanjay Malpani |
Independent Director |
N.A. |
| 4. Mrs. Swati Dujari* |
Independent Director |
Resigned with effect from May 30, 2023 |
| 5. Mr. Rajeev Krishnamuralilal Agarwal$ |
Independent Director |
Appointed with effect from May 30, 2023 |
| 6. Mrs. Shruti Bahety$ |
Independent Director |
Appointed with effect from May 30, 2023 |
| 7. Mr. Siddharth Agrawal$ |
Independent Director |
Appointed with effect from May 30, 2023 |
Key Managerial Personnel
In terms of the provisions of Sections 2(51) and 203 of the Companies
Act, 2013, the Company had all the three KMPs in place during the year under review:
| Sr. Name No. |
Designation |
Date of change during the year, if
applicable |
| 1. Mr. Madhusudan Murlidhar Kela |
Managing Director |
- |
| 2. Mr. Rashmee Purushottam Mehta |
Chief Financial Officer |
-- |
| 3. Mr. Sanket Dilip Rathi |
Company Secretary |
- |
COMMITTEES OF THE BOARD
The Board of Directors of your Company have formed various Committees
to effectively discharge their functions and responsibilities in compliance with the
requirements of applicable laws and as a part of the best corporate governance practices.
The terms of reference and the constitution of these Committees are in compliance with the
applicable laws. The Committees of the Board are as under:
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholder Relationship Committee;
d) Corporate Social Responsibility Committee;
e) Risk Management Committee;
f) Asset Liability Management Committee;
g) Finance Committee
The details with respect to the composition, roles, terms of reference,
etc. of the aforesaid committees are given in detail in the ‘Corporate Governance
Report' which forms part of this Report. The dates on which meetings of Board
Committees were held during the financial year under review and the number of meetings of
the Board Committees that each Director attended is provided in the ‘Corporate
Governance Report'. The minutes of the Meetings of all Committees are circulated to
the Board for discussion and noting. During the year, all recommendations of the
Committees were approved by the Board.
| SI. Name of No. Committee |
Name of Member |
Category |
Date of Appointment |
| 1. Audit Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mrs. Shruti Bahety |
Independent Director, Member |
May 30, 2023 |
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
| 2. Nomination and Remuneration Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mrs. Shruti Bahety |
Independent Director, Member |
May 30, 2023 |
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
|
| 3. Stake Holders Relationship Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
| 4. Corporate Social Responsibility |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
|
Mrs. Shruti Bahety |
Independent Director, Member |
May 30, 2023 |
| 5. Risk Management Committee |
Mr. Rajeev Agarwal |
Independent Director, Chairperson of the Committee |
May 30, 2023 |
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
|
Mr. Sanjay Malpani |
Independent Director, Member |
|
| 6. Finance Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
|
| 7. Asset Liability Management Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
|
| 8. Share Transfer Committee |
Mr. Sanjay Malpani |
Independent Director, Chairperson of the Committee |
|
|
Mr. Madhusudan Kela |
Managing Director, Member |
|
|
Mr. Sumit Bhalotia |
Non-Executive Director, Member |
|
The Composition including the role, terms of reference and the powers
of aforesaid committees are in conformity with the requirement of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.
(a) Number of meetings of the Board of Directors and various Committees
During the year under review, the Board, Committees of the Board and
Independent Directors met on multiple occasions to discuss, decide and give directions on
various issues concerning the Company's business and the matters incidental thereto.
Details of the meetings held during the year are as under:
| Sr. Type of Meeting No. |
Number of meetings |
Dates |
| 1 Board Meetings |
5 |
May 02, 2023 |
|
|
May 30, 2023 |
|
|
August 04, 2023 |
|
|
November 08, 2023 |
|
|
February 14, 2024 |
| 2 Audit Committee Meetings |
5 |
May 02, 2023 |
|
|
May 30, 2023 |
|
|
August 04, 2023 |
|
|
November 08, 2023 |
|
|
February 14, 2024 |
| 3 Nomination and |
2 |
May 30, 2023 |
| Remuneration Committee Meetings |
|
February 14, 2024 |
| 4. Stakeholder Relationship Committee Meeting |
1 |
February 14, 2024 |
| 5. Corporate Responsibility Committee Meeting |
1 |
February 14, 2024 |
| 6. Risk Management Committee Meeting |
1 |
March 29, 2024 |
| 7. Finance Committee Meetings |
2 |
November 08, 2023 |
|
|
February 14, 2024 |
| 8. Share Transfer Committee Meetings |
6 |
June 16, 2023 |
|
|
July 10, 2023 |
|
|
December 10, 2023 |
|
|
December 20, 2023 |
|
|
January 5, 2024 |
|
|
February 14, 2024 |
| 9. Asset Management Liability Committee Meeting |
1 |
February 14, 2024 |
| 10. Independent Directors Meeting |
1 |
February 14, 2024 |
Note:
• The number and frequency of aforesaid meetings are in compliance
with applicable provisions of the Companies Act, 2013.
• A detailed disclosure on the Board, its committees, its
composition, and terms of reference, the number of Board and Committee meetings held, and
attendance of the directors at each meeting is provided in the Report on Corporate
Governance, which forms part of this Report.
(b) Directors Liable to Retire by Rotation
Pursuant to the provisions of Section 152(6)(d), read with the relevant
rules made thereunder of the Companies Act 2013 and the Articles of Association of the
Company, Mr. Sumit Bhalotia, is liable to retire by rotation, and being eligible, offers
himself for reappointment. A brief resume of Mr. Sumit Bhalotia, being eligible to be
re-appointed as a director liable to retire by rotation, along with the nature of his
expertise, his shareholding in your Company and other details as stipulated under
Regulation 36(3) of the Listing Regulations forms part of the explanatory statement to the
notice calling the ensuing Thirty- Third (33rd)AGM. The Board hereby recommends
his reappointment as a Director of the Company at the ensuing Thirty - Third (33rd)
AGM.
(c) Annual General Meeting/Extraordinary General Meetings:
During the year, the Annual General Meeting of the Company was held on
August 31, 2023.
(d) Annual Performance Evaluation
There is a policy in place for evaluating the performance of the Board,
its committees and individual directors in compliance with the provisions of Section 178
read with Schedule IV of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015. In
accordance with the evaluation criteria approved, the Nomination and Remuneration
Committee has carried out the annual performance evaluation of the Board as a whole, its
committees and individual directors.
The Independent Directors carried out the annual performance evaluation
of the Chairman, Non- Independent Directors and the Board as a whole.
A structured questionnaire covering various aspects of the Board's
functioning was circulated to the Directors.
The criteria for evaluation of Independent Directors included
attendance at the meetings, interpersonal skills, independent judgement, knowledge,
compliance framework, etc.
The directors expressed their satisfaction with the evaluation process.
(e) Declaration by Independent Directors under Sub-Section (6) Of
Section 149 of the Companies Act, 2013.
All the Independent Directors of the Company have given their
respective declarations of independence for the financial year 2023-24 in terms of Section
149(7) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and
that their names are registered in the Independent Directors' Databank. The Board of
Directors of the Company has satisfied themselves and are of the opinion that the
Independent Directors possess the relevant expertise, experience and are persons of
integrity.
Based on the written representations received from the directors, none
of the above directors are disqualified under Section 164(2) of the Companies Act, 2013 or
are debarred by SEBI or any other statutory authority from holding a position as a
director. The Independent Directors have complied with the Code of Conduct prescribed in
Schedule IV to the Companies Act 2013. In this regard, the Company has received
affirmation from all the Independent Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013,
your Board of Directors confirm, to the best of their knowledge and ability, that:
i) in the preparation of the annual accounts for the financial year
ended March 31,2024, the applicable accounting standards read with the requirements set
out under Schedule III to the Companies Act 2013, have been followed.
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2024,
and of the Profit of the Company for the year ended on that date;
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 regularities;
iv) the Directors have prepared the annual accounts on a going concern
basis;.
v) the Directors have laid down internal financial controls to be
followed by the Company, and such internal financial controls are adequate and operating
effectively; and
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems were adequate and operating
effectively.
a) Statutory Auditors and Auditors' Report
M/s. ARSK & Associates, Chartered Accountants, Kolkata (having firm
Registration No. 315082E) were appointed at the 32nd AGM of the Company held on
August 31, 2023, as Statutory Auditors of the Company for a period of five years i.e. from
the conclusion of the Thirty-Second (32nd) AGM till the conclusion of the
Thirty-Seventh (37th) AGM.
The Statutory Auditors of the Company have issued Audit Reports on the
Standalone and Consolidated Annual Financial Statements of the Company with unmodified
opinions. The remarks made in the Auditors' Report are self-explanatory and do not
call for any further comments or explanations as per provisions of Section 134(3)(f) of
the Companies Act, 2013. The Auditors' Reports do not contain any qualification,
reservation, adverse remark or disclaimer.
b) Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, Ms. Shruti Somani, Practising Company Secretary, was appointed
as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the
Company for the year under review. The Report on the secretarial audit is annexed herewith
as Annexure -I, which forms an integral part of this Report. The comments contained in the
Secretarial Audit Report are self-explanatory, and do not call for any further comments or
clarifications.
c) Internal Auditors
M/s. Mahesh Chandra & Associates, Chartered Accountants, the
Internal Auditors of the Company, conducted the Internal Audit for the financial year
2023-24 as per the provisions of Section 138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014. Their reports were reviewed by the Audit
Committee and follow-up measures were taken wherever necessary.
d) Reporting of frauds, if any, by Auditors
During the year under review, none of the Auditors, viz. the Statutory
Auditors, Internal Auditors or Secretarial Auditors, have reported any instance of fraud
that is being or has been committed against the Company by its officers or employees,
details of which require to be mentioned under the provisions of Section 143(12) of the
Companies Act, 2013.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
As on March 31, 2024, your Company has one Subsidiary Company, and in
this regard, a Statement containing the salient features of the financial statements of
the Subsidiary in the prescribed Form AOC-1 is appended as Annexure-II to the Board's
Report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the Annual Report, the audited financial statements including the aforesaid audited
consolidated financial statements and other related documents, are placed on the website
of the Company at https://mkventurescapital.com.
The audited financial statements of the Subsidiary of the Company for
the financial year ended March 31,2024, are also available on the website of the Company.
The members may download the aforesaid documents from the Company's website or may
write to the Company to obtain a copy of the same. Further, the aforesaid documents shall
also be available for inspection of the shareholders at the registered office of the
Company during business hours on working days and through electronic mode.
The members may request the same by sending an email to
info@mkventurescapital.com.
The Company does not have any associate / joint venture / holding
company.
POLICIES, FRAMEWORK AND CONTROLS
a) Vigil Mechanism (Whistle Blower Policy)
In accordance with sub-sections (9) and (10) of Section 177 of the
Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has in place
a Vigil Mechanism (Whistle Blower Policy) to enable the Directors and employees to report
concerns about unethical behaviour, actual or suspected fraud, or violation of the
Company's Code of Conduct. The mechanism provides for adequate safeguards against the
victimization of persons who use such a mechanism and makes provision for direct access to
the Chairperson of the Audit Committee in appropriate cases.
The Whistle Blower Policy of the Company has been displayed on the
Company's website at: https://mkventurescapital.com/ policies.
During the financial year ended March 31, 2024, the Company has not
received any whistleblower complaints.
b) Policy on Directors' appointment, remuneration, and other
details
Your Company's Policy on Remuneration of Directors, Key Managerial
Personnel and other Employees of the Company is formulated to attract, retain and motivate
members of the Board and other executives of the Company. The Remuneration Policy of the
Company provides a well-balanced and performance-related compensation package to the
members of the Board and senior management personnel of the Company, taking into account
shareholder's interests, industry standards and relevant rules and regulations.
The Policy also provides for the criteria and qualifications in
evaluating the suitability of a person for being appointed as Director & in senior
management that are relevant for the Company's operations.
The Company's policy relating to appointment of Directors and
their remuneration, is available on the Company's website at
https://mkventurescapital.com
c) Policy on Prevention of Sexual Harassment
The Company is committed to providing a work environment which ensures
that every woman employee is treated with dignity and respect and afforded equitable
treatment. The Company is also committed to promoting a work environment that is conducive
to the professional growth of its women employees and encourages equality of opportunity.
Your directors further state that the Company has put in place the
Policy for Prevention / Prohibition / Redressal of Sexual Harassment of Women at the
Workplace and also constituted an Internal Complaints Committee in accordance with Section
4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, to hear and dispose of the cases relating to sexual harassments.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
d) Internal Financial Control
The Company has in place proper and adequate internal financial control
systems commensurate with the nature of its business, size and complexity of operations.
Internal control systems comprise policies and procedures that are designed to ensure the
reliability of financial reporting and compliance with applicable laws and regulations.
Necessary policies and procedures are in place inter alia to ensure that all assets and
resources are acquired economically, used efficiently and protected adequately.
DISCLOSURES
a) Particulars of contracts or arrangements with related parties
The Company has put in place a Policy on Related Party Transactions
("RPT Policy"), which is approved by the Board of Directors of the Company. The
RPT Policy provides for the identification of Related Party Transactions, necessary
approvals by the Audit Committee / Board / Shareholders, and reporting and disclosure
requirements in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.
All contracts or arrangements or transactions that were entered into by
the Company with the related parties during the year under review were in the ordinary
course of the business of the Company, and the same were on an arm's length basis.
Also, all those transactions were in accordance with the provisions of the Companies Act,
2013, read with the rules issued thereunder.
All Related Party Transactions were placed before the Audit Committee.
Prior to the omnibus approval of the Audit Committee was obtained for the transactions
which are of unforeseen or repetitive nature.
Particulars of material contracts or arrangements or transactions on an
arm's length basis are disclosed in the prescribed Form AOC-2 and annexed as
Annexure- III, which forms an integral part of this Report.
Further, the detailed disclosure of Related Party Transactions as per
IND AS-24 and as per Schedule V of the SEBI (LODR) Regulations, 2015, containing the name
of the related party and details of the transactions entered with such related party have
also been provided in the financial statements. For further details, members may refer to
notes to the Standalone Financial Statements.
b) Particulars of loans given, investments made, guarantees given, and
securities provided
The particulars of investments made, loans/ guarantees given, and
securities provided, if any, have been disclosed at respective places in Standalone
Financial Statements under appropriate headings, which form part of the Annual Report.
c) Corporate Social Responsibility Expenditure
Your Company has formed the Corporate Social Responsibility
(‘CSR') Committee as per the requirements of the Companies Act, 2013 The details
of the composition of the CSR Committee are covered in the Corporate Governance Report,
which forms a part of the Annual Report. On the recommendation of the CSR Committee, the
Board of Directors of your Company has approved the CSR Policy which is available on the
website of your Company at https://mkventurescapital.com.
The brief outline of the Corporate Social Responsibility
(‘CSR') Policy of your Company and the CSR activities undertaken by the Company
during the financial year are set out in this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
This commitment is detailed in the Annual Report on CSR activities,
which is annexed to this report as Annexure - IV.
d) Particulars of employees
Disclosure pertaining to remuneration and other details, as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as
Annexure-V forming part of this Report.
Further, a statement showing names and other particulars of employees
as specified pursuant to Rules 5(2) and 5(3) of the aforesaid Rules, forms part of this
Report. However, in terms of Section 136 of the Companies Act, 2013 and the aforesaid
Rules, the Annual Report and financial statements are being sent to the members and others
entitled thereto, excluding the said statement. Members interested in obtaining a copy
thereof may write to the Company Secretary at info@mkventurescapital. com.
e) Corporate Governance Report
The Report on Corporate Governance, as stipulated under Regulation 34
of the Listing Regulations is annexed to this Report. The Corporate Governance Report also
contains certain disclosures required under the Act for the financial year under review.
A Certificate from Ms. Shruti Somani, Secretarial Auditor of the
Company, regarding the compliance of the conditions of Corporate Governance as stipulated
in part C of Schedule V of the Listing Regulations is annexed to the Corporate Governance
Report forming part of this Annual Report.
f) Management Discussion And Analysis Report
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis Report for the year under review has been presented in
a separate section forming a part of this Report.
g) Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return (Form MGT-7) of the Company as on March 31,2024, is available on the website
of the Company at https://mkventurescapital.com.
h) Compliance With Secretarial Standards
During the financial year under review, the Company has complied with
the requirements prescribed under the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) read with the applicable circulars issued by
the Ministry of Corporate Affairs (‘MCA').
i) Conservation Of Energy And Technology Absorption
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013,
read with Rule 8(3)(A & B) of the Companies (Accounts) Rules, 2014, regarding
Conservation of Energy and Technology Absorption are not applicable to the Company.
j) Material Changes Affecting The Financial Position of The Company
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position have occurred between
the end of the financial year of the Company and the date of this report.
k) Listing Of Shares
The shares of your Company are listed on BSE Limited.
l) Significant And Material Orders Passed By The Regulators Or Courts
There are no significant and material orders passed by the
Regulators/Courts that would impact the going concern status of the Company and its future
operations.
m) Foreign Exchange Outgo And Earnings:
During the year there were no foreign exchange transactions in the
Company. The particulars regarding foreign exchange inflow and outflow are as follows:
| Sr. No. Particulars |
FY 2023-24 |
FY 2022-23 |
| i) Foreign Exchange earnings |
Nil |
Nil |
| ii) Foreign Exchange outgo |
Nil |
Nil |
n) Policy On Directors' Appointment And Remuneration Including
Criteria For Determining Qualifications, Positive Attributes, Independence of A Director
Your directors have laid down criteria for the appointment of directors
and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of Section 178
of the Companies Act, 2013 as a part of the Nomination and Remuneration Policy ("NRC
Policy") of the Company.
The Policy is directed towards a compensation philosophy and structure
that will reward and retain talent and provides for a balance between fixed and incentive
pay reflecting short- and long-term performance objectives appropriate to the working of
the Company and its goals.
The NRC Policy is also available on the website of the Company at
https://mkventurescapital.com
o) Other Disclosures
During the year under review:
- There was no change in the nature of business of the Company;
- Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Companies Act, 2013 were not
applicable for the business activities carried out by the Company;
- There was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016;
- There was no one-time settlement entered into with any Bank or
financial institutions in respect of any loan taken by the Company.
p) Acknowledgements
Your directors would like to place on record their gratitude for the
valuable contribution made by the employees for their efforts, teamwork and
professionalism at all levels.
Your directors acknowledge and place on record their sincere
appreciation for the continues support, co-operation, guidance and encouragement received
from the members, government, regulatory and statutory bodies including the Company's
bankers.
We look forward to receiving your continues support and co-operation in
future as well.
| For MKVentures Capital Limited |
|
| Sd/- |
Sd/- |
| Madhusudan Murlidhar Kela |
Sumit Bhalotia |
| Managing Director |
Director |
| DIN: 05109767 |
DIN: 08737566 |
| Date: August 09, 2024 |
|
| Place: Mumbai |
|
|