2020

Annual Report

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CONTENTS
PARTICULARS Page No.

1. Message from the Management 3

2. Corporate Information 6

3. Board’s Report 8

4. Annexure – A 21

5. Annexure – B 23

6. Management Discussion and Analysis 28

7. Report on Corporate Governance 34

8. Certificate from Company Secretary in Practice 53

9. Independent Auditors’ certificate on corporate governance 55

10. CEO and CFO Certification 57

11. Independent Auditors' Report 59

12. Balance Sheet 70

13. Statement of Profit and Loss Account 73

14. Cash Flow Statement 76

15. Notes to Financial Statements 86

16. Notice of Annual General Meeting 102

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 1. Message From
The Management

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 1. Message From The Management

Dear Shareholders,

We are delighted to share our Annual Report for the financial year ending 31st March, 2020. An
unprecedented nationwide lockdown was imposed in India during last few weeks of FY 2020 & we
started to see the impact of COVID-19, but it is the trust of our customers and the dedication of our
employees that has helped us achieve extraordinary results in FY 2020 & Q1 FY 2021. Concentrating
on our main focus i.e. the safety of our employees, the delivery of uninterrupted continuous service
to our customers, and the financial wellbeing of the Company, our top management & IT team
mobilised with speed, offered a digital platform so as to enable work from home for our employees.

In FY 2019-20, we have progressed steadily towards extensive digitalization. Our strategy is based on
the four pillars of Innovation, Customer ease, Transparency and Integrity. This strategy is enabling us
to become smarter, efficient and more effective. Technology is aiding us in all the steps of our
business lifecycle - from customer acquisition, retention to customer engagement. The inclusion of
technology in all aspects of business is enabling business to be executed with precision and lower
overheads.

Moneyboxx is committed to achieve its mission and vision without compromising on its core values
i.e. Customer Satisfaction, Transparency, Integrity, Excellence, Innovation, Teamwork, Trust &
Respect.

Moneyboxx is an endeavour to create sustainable and scalable business model leading to wider and
effective social impact. At Moneyboxx, every day we are taking steps:

• to address an important issue facing society i.e. financial inclusion through what we say, “Impact
Financing”, while remaining sustainable, scalable, and profitable.

• to create effective and long-lasting social impacts are aligned to the company’s core business

The year ahead as always has challenges, which we reckon as opportunities. Moneyboxx is looking
forward to give its best in terms of efforts, dedication and energy and we are confident that we will
be able to achieve the objectives and thus creating values for all the stakeholders involved. We
sincerely acknowledge the support of the board, team Moneyboxx and all the stakeholders.

We reiterate on behalf of team Moneyboxx, the commitment to our mission and vision without
compromising on the “Core Values” and maximizing shareholders’ values. We further reiterate that:

• We will provide loans to underserved micro enterprises who are amongst the largest employers
in India but lack access to formal credit.

• We aim not only to help in expanding a sustainable and profitable business for the deserving
micro enterprises but also bring about a transformative and positive impact in the socio-
economic parameters of the families involved.

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• We are reaching the target segment effectively by delivering high quality financial services and
thus responding to the needs of these enterprises, their families, and communities

• We aim to impact 100 thousand lives in the next five years

• We are aware of the fact that we have miles to go and we believe that together we can and we
will….

Our prominent outreach initiatives include:

• Marketing at local level like Home visit, Village Campaign, Consumer connect, Door-to-door
awareness in villages and at gram panchayat levels with emphasis on establishing personal
connect.

• Serving the under-privileged, underserved sections of the society in a most transparent and fair
manner. Their unwavering support in us empowers our brand.

• MoneyBoxx started its lending operations in February 2019 by opening its first branch in
Bharatpur, Rajasthan and successfully expanded its presence in one year to 11 branches across 4
states: Rajasthan, Haryana, Punjab, and Madhya Pradesh. Drawing comfort from its strong
financial position, robust asset quality and improving staff productivity, MFL is looking to expand
its presence by opening 11 new branches in existing states in FY21 and has already released about
100 offer letters to potential employees.

• Ability to leverage technology and analytics along with strong credit culture in the entire process
right from credit evaluation to disbursement and monitoring are the key differentiating factors
of MFL in addition to competitive pricing versus the industry players.

Yours sincerely,

Sd/- sd/-

Mayur Modi Deepak Aggarwal

Whole-time Director Whole-time Director

DIN: 08021679 DIN: 03140334

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2. Corporate
Information

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 2. Corporate Information

BOARD OF DIRECTORS BANKERS

HDFC Bank Ltd.
The Federal Bank Ltd.
Mr. Uma Shankar Paliwal
Kotak Mahindra Bank Ltd.
Chairman/Non-Executive Independent Director
Bank of Baroda
RBL Bank Limited
Ms. Ratna Dharashree Vishwanath
Non-Executive Independent Woman Director STATUTORY AUDITORS
Gaur & Associates
Mr. Mayur Modi B-2/3-4, IInd Floor, Ramesh Nagar
Whole-time Director New Delhi-110015

Mr. Deepak Aggarwal REGISTRAR & SHARE TRANSFER AGENT

Whole-time Director MAS Services Ltd.
T-34, 2nd Floor, Okhla Industrial Area,
Mr. Govind Gupta Phase - II, New Delhi- 110020
Non-Executive- Non-Independent Director
REGISTERED OFFICE
Mr. Atul Garg 523-A, Somdutt Chamber-II, 9, BhikajiCama Place,
Non-Executive- Non-Independent Director New Delhi-110066

CORPORATE OFFICE
Wing A-906, kanakia Wall Street, Chakala
Andheri Kurla Road, Hanuman Nagar,
CHIEF FINANCIAL OFFICER Andheri East, Mumbai, MH-400093
Mr. Deepak Aggarwal
WEBSITE
CO-CHIEF EXECUTIVE OFFICER www.moneyboxxfinance.com
Mr. Deepak Aggarwal
Mr. Mayur Modi PHONE NO:
011- 4565 7452
COMPANY SECRETARY & COMPLIANCE OFFICER
Ms. Radhika Garg EMAIL
info@moneyboxxfinance.com

CORPORATE IDENTIFICATION NUMBER

L30007DL1994PLC260191

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3. Board’s Report

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 3. Board’s Report

To the Members,
Your directors are pleased to present the Twenty-Sixth Annual Report on the business and
operations of the Company together with the Audited Financial Statements for year ended March
31, 2020.
FINANCIAL HIGHLIGHTS
A summary of the Company’s financial results for the Financial Year 2019-20 is as under:-

(Amount in Rupees Lakhs)

Previous
Current Financial Year
PARTICULARS Financial Year
(2019-20)
(2018-19)

Revenue from Operations 417.00 199.71

Other Income - -

Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense (205.41) 32.93

Less: Depreciation/Amortisation/Impairment 54.40 12.18

Profit/Loss before Finance Costs, Exceptional Items and Tax Expense (259.81) 20.75

Less: Finance Cost 81.17 2.26

Profit/Loss before Exceptional Items and Tax Expense (340.98) 18.49

Add/(less): Exceptional items - -

Profit/Loss before Tax Expense (340.98)

Less: Tax Expense (Current & Deferred) 13.82 (4.75)

Profit/loss for the year (1) (354.80) 23.24

Retained earnings as at the beginning of the year (4.73) (23.57)

Profit after Tax (354.80) 23.24

Retained earnings before appropriations (359.53) (0.33)

Appropriations

Less: Transfer to reserve fund u/s 45-IC(1) of the RBI Act, 1934 - 4.40

Less: Dividend paid on Equity Shares - -

Less: Dividend Distribution Tax - -

Less: Other Appropriation 0.01 -

Retained earnings as at the end of the year (359.54) (4.73)

Earnings per share (Face value of Rs.10/-)

- Basic (Rs.) (1.77) 0.14

- Diluted (Rs.) (1.77) 0.14

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COMPANY’S PERFORMANCE
The Revenue from operations for the year under review has been ₹ 417.00 lakhs (Previous Year:
₹ 199.71 lakhs) registering a growth of 108.80% over the previous year. The Operating Loss stood at
₹ 340.98 lakh as against operating Profit of ₹ 18.49 lakh in the Previous Year. The Net Loss for the year
stood at ₹ 354.80 lakh against Profit of ₹ 23.24 lakh in the Previous Year.

Total income during FY2020 increased to Rs. 417.00 Lakhs from Rs. 199.71 Lakhs during the year. The
profit after tax for the year under review was (Rs. 354.80 Lakh) as compared to Profit of Rs. 23.24 Lakhs
for as on 31 March 2019.

The Assets Under Management (AUM) as on 31 March 2020 stood at Rs. 3913.21 Lakh as compared to
Rs. 1750.42 Lakh as on 31 March 2019 registering an increase of 123.56% over the previous year. Loans
receivables as on 31 March 2020 were Rs. 2929.02 Lakhs as compared to Rs. 97.44 Lakhs as on
31 March 2019 registering an increase of 2905.97% over the previous year.

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the
Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of
Annual Report for FY2020. Accordingly, the Annual Report of the Company for FY2020 is being sent
only by email to the members, and all other persons/entities entitled to receive the same. This Annual
Report, along with other documents, is also available on the Company’s website at
www.moneyboxxfinance.com.

DIVIDEND
The Company has occurred loss during the period under review, the Board of Directors of the
Company has not recommended any dividend for the Financial Year 2019-20.

RESERVES
During the period under review, no amount has been transferred to reserves.

SHARE CAPITAL
As on March 31, 2020, the Authorized Share Capital of the Company 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 made allotment by way of:

Bonus Shares:
The Company has issued and allotted 16,74,346 Bonus shares to the Equity Shareholders in the ratio
of 1:10 (i.e. One fully paid up equity share of Rs. 10/ - each for every ten fully paid up equity shares).

Preferential issue of shares by way of Private Placement:

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The Company has issued and allotted 16,63,846 shares Equity Shares of face value of Rs. 10/- each at
a premium of Rs. 60/- per share aggregating to Rs. 70/- per equity share on preferential basis by
way of Private Placement.

LISTING ON STOCK EXCHANGE

The Company’s shares are listed on Main Platform of BSE Limited. The listing fee for the financial year
2020-21 has been paid.

MORATORIUM OF LOANS
The Reserve Bank of India, issued guidelines on 27 March 2020 permitting all commercial banks,
co-operative banks, All India Financial Institutions, and NBFCs to give moratorium to customers in
respect of instalments falling due between March 01, 2020 to August 31, 2020. Accordingly, the
Company offered moratorium to its customer’s as per the policy approved by the Board.

COVID-19 PANDEMIC
The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact on the
financial well-being of nations, corporations and individuals. 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.’

STATE OF THE COMPANY’S AFFAIRS

Migration of Equity Shares from BSE SME Platform to BSE Mainboard Platform:
The equity shares of the Company which were listed on BSE SME Platform, has now been migrated
& admitted to dealings on the Main Board Platform of BSE Limited w.e.f. October 22, 2019.

Accordingly, the trading lot size of the Company’s shares on the BSE browser has been reduced from
10000 shares to 1 share.

CHANGE IN THE NATURE OF BUSINESS

There have been no changes in the nature of business of the company for the period under review.

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 have been no material changes and commitments, which affect the financial position of the
company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall within the provisions of section 135 of the Companies Act, 2013 relating
to Corporate Social Responsibility (CSR) provisions. Hence details of expenditures on CSR are not
required to be furnished.

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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 in Form AOC-1 is not applicable.

DIRECTORS AND KMP

During the year under review:

• Mr. PrashantAgarwal (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. PrashantAgarwal (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.
Your Directors express their sincere thanks and appreciation for the contribution made by him.

• Mr. Mayur Modi (DIN: 08021679) was designated as Chief Financial Officer (CFO) & as a KMP 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 subject to
the approval of shareholders in the ensuing General Meeting w.e.f. September 15, 2020 to hold
office for a term of 3 (three) consecutive years.

• Mr. Deepak Aggarwal (DIN: 03140334) was further designated as Chief Financial Officer (CFO),
Co-Chief Executive Officer (Co-CEO) & as a KMP of the Company w.e.f. September 15, 2020.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association
of the Company:

• Mr. Atul Garg (DIN: 07093376) was appointed as additional Director of the Company w.e.f.
September 15, 2020 and holds office up to the date of the ensuing Annual General Meeting.
Board recommends their appointment as Director of the Company.

Director retiring by rotation:

Mr. Govind Gupta (DIN: 00065603), Director retires by rotation from the Board, pursuant to the
provisions of section 152(6) (c) of the Companies Act, 2013 and, being eligible, offers himself for
reappointment.

The Board recommends the appointment of Mr. Govind Gupta (DIN: 00065603) as Director of the
Company retiring by rotation.

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During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than rent paid, sitting fees and reimbursement
of expenses incurred by them for and on behalf of the Company.

As required under regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the information on the particulars of the Directors proposed for appointment / re-
appointment has been given in the Notice of the Annual General Meeting.

As on date, the Company had 6 Directors and 3 Key Managerial Personnel.

S. No. Name of Director Designation

1. Mr. Uma Shankar Paliwal Chairman cum Independent Director

2. Ms. Ratna Dharashree Vishwanathan Independent Director

3. Mr. Deepak Aggarwal Whole-time Director

Chief Financial Officer & Co- Chief Executive Officer (KMP)

4. Mr. Mayur Modi Whole-time Director

Co- Chief Executive Officer (KMP)

5. Mr. Govind Gupta Non-Executive Director

6. Mr. Atul Garg Non-Executive Director

7. Ms. Radhika Garg Company Secretary & Compliance Officer (KMP)

NUMBER OF MEETINGS OF THE BOARD

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.

COMMITTEES OF THE BOARD

There are four (4) committees constituted by the Board:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. Stakeholder Relationship Committee

4. Executive committee

AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the Corporate
Governance Report, which is a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that:

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 i. in the preparation of the annual accounts, the applicable accounting standards have been
followed alongwith 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 2019-20 ;
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

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted a declaration of independence, stating that they meet
the criteria of independence provided under section 149(6) of the Act, as amended, and regulation
16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There has been no change in the circumstances affecting their status as
independent directors of the Company.

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.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have 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, 2020, 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 http://moneyboxxfinance.com/images/pdf/Nomination-Remuneration-policy.pdf

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.

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BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and as well as that of its
Committees and individual Directors, including the Chairman of the Board. 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. The performance of the
board & its committees was evaluated by the board after seeking inputs from all the directors on the
basis of criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, 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.

DEPOSITS
Your Company has not invited/received/accepted any fixed deposits during the year, as such, no
amount of principal or interest on fixed deposits was outstanding on the date of Balance Sheet.
Therefore, the disclosures as required under the Companies Act, 2013 and the Rules framed
thereunder and RBI Directions are not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an
integral part of this Report.

PARTICULAR OF EMPLOYEES
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other details as required under the Act and the above
Rules, are appended to this Report as Annexure - A.

The statement containing particulars of employees as required under Section 197 of the Companies
Act, 2013 read 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.

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under section 92(3) of the Act, in the prescribed form no.
MGT-9 would be available at the website of the Company at www.moneyboxxfinance.com.

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HUMAN RESOURCES
To the Company, its people are a very valuable resource. In an increasingly competitive market for
talent, the Company continues to focus on attracting and retaining right talent. It is committed to
provide right opportunities to employees to realise their potential.

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.

The Company had also conducted the training programme with respect to AML/CFT areas which
inter alia includes familiarization with the AML/CFT guidelines issued by the Reserve Bank of India
(RBI) from time to time.

CORPORATE GOVERNANCE
Your Company practices a culture that is built on core values and ethical governance practices. Your
Company is committed to transparency in all its dealings and places high emphasis on business
ethics. The Report on Corporate Governance for the Financial Year ended March 31, 2020 along with
the certificate from the Statutory 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has 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. 2019-20.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place adequate internal controls with reference to accuracy and
completeness of the accounting records and timely preparation of reliable financial information,
commensurate with the size, scale and complexity of operations and ensures compliance with
various policies and statutes in keeping with the organization’s pace of growth, increasing
complexity of operations, prevention and detection of frauds and errors. The design and
effectiveness of key controls were tested and no material weaknesses were observed. The Audit
Committee reviews and evaluates the adequacy of internal financial control and risk management
systems, periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors
with and Internal Control over financial reporting is tested and certified by Statutory Auditors.

The internal financial control system of the Company is supplemented with internal audits, regular
reviews by the management and checks by external auditors.

The Statutory Auditors of the Company have audited the internal financial controls over financial
reporting of the Company as of March 31, 2020 in conjunction with audit of the financial statements

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of the Company for the year ended on that date and Annexure ‘A’ to the Auditor’s Report may be
referred to in this regard.

AUDIT AND AUDITORS

(a) Statutory Auditor

At the 25th AGM held on September 30, 2019 the Members approved appointment of Gaur &
Associates, Chartered Accountants (Firm Registration No. 005354C) as Statutory Auditors of the
Company to hold office for a period of five years 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.

There is no qualification, reservation or adverse remark for the year under review.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had
appointed Messrs Shashank Sharma & Associates, a firm of Company Secretaries in Practice (C.P No.
7221) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial
year ended as on March 31, 2020 is annexed as Annexure B and forms an integral part of this Report.

There is no qualification for the year under review.

COST AUDIT
As per the provisions of Section 148 read with the Cost Audit Rules, the provisions regarding Cost
Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

All related party transactions entered during FY 2019-20 were on an arm’s length basis and in the
ordinary course of business under the Act and were entered with the approval of the Audit
Committee/Board of Directors in line with provisions of the Act and SEBI Listing Regulations. There
was no materially significant related party transaction under the Act or the SEBI Listing Regulations,
which had a potential conflict with the interest of the Company at large. None of the transactions
required members’ prior approval under the Act or the SEBI Listing Regulations. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act,
2013 in Form AOC 2 is not applicable. The Directors draw attention of the members to Note No. 27 of
the Notes to the Financial Statements which sets out related party transactions.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO
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.

(A) Conservation of Energy-

(i) the steps taken or impact on conservation of The Company’s operations involve low energy
energy consumption and wherever possible, energy
conservation measures have already been
implemented.

(ii) the steps taken by the company for utilising Efforts to conserve and optimize the use of energy
alternate sources of energy through improved operational methods and other
mean will continue as an on-going basis.

(iii) the capital investment on energy NA

conservation equipment’s

(B) Technology absorption-

(i) the efforts made towards technology Since the company is primarily engaged in NBFC
absorption activities the minimum technology required for the
business has been absorbed.

(ii) the benefits derived like product NA

improvement, cost reduction, product
development or import substitution

(iii) in case of imported technology (imported NA

during the last three years reckoned from the
beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption

has not taken place, and the reasons thereof;
and

(iv) the expenditure incurred on Research and NA

Development.

(C) Foreign exchange earnings and Outgo-:

There were no foreign exchange earnings and outgo during the year under review (previous year):
NIL

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RISK MANAGEMENT
The Board of Directors have adopted a risk management policy for the Company which provides for
identification, assessment and control of risks 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.

REPORTING OF FRAUDS BY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditors
/ Secretarial Auditors to report to the Audit committee and / or Board under Section 143(12) of the Act
and the rules made thereunder.

SECRETARIAL STANDARDS OF ICSI

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries
of India, as applicable on the Company have been complied with.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by any regulator or
court or tribunal impacting the going concern status and Company’s operations in future.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has also formed an Internal Complaints Committee which is responsible for redressal
of complaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaints on sexual harassment during the year.

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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.

By order and on behalf of the Board

Moneyboxx Finance Limited

Sd/- sd/-

(Mayur Modi) (Deepak Aggarwal)

Whole-time Director Whole-time Director

DIN: 08021679 DIN: 03140334

Date: November 03, 2020

Place: New Delhi

page 20
4. Annexure – A

page 21
 4. Annexure – A
Pursuant to Section 197 and Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
DETAILS RELATED TO MANAGERIAL REMUNERATION
A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
Requirement of Rule 5(1) Disclosure
1 The ratio of the remuneration of each Name of the Director Ratio (in x times)
director to the median remuneration of
Mr. Mayur Modi 13.91x
all the employees of the Company for the
financial year Mr. Prashant Agarwal 13.04x

a. The Median Remuneration of all the employees of the

Company was Rs. 1,74,039/- pa.
a. For this purpose, Sitting Fees paid to the Directors has
not been considered as remuneration
b. Figures have been rounded off wherever necessary
- where ‘x’ can be defined as median remuneration of
employees.

2 Percentage increase in remuneration of

Particulars % Increase
each director, CFO, CEO, CS or Manager in
the financial year a) Mr. Prashant Agarwal1 66.67

b) Mr. Mayur Modi1 66.67

3 The percentage increase in the median 8.77 % increase in the median remuneration of the
remuneration of employees in the employees in the financial year.
financial year

4 The number of permanent employees on There were 118 employees on permanent roll of the
the rolls of the company company as on March 31, 2020.

5 The Average percentage increase already Average increase in remuneration is 489.25% for
made in the salaries of employees other Employees other than Managerial Personnel and increase
than the Managerial Personnel in the last in remuneration is 147.75% for Managerial personnel.
financial year and its comparison with the
percentage increase in the managerial
remuneration and justification thereof
and point out if there are any exceptional
circumstances for increase in the
managerial remuneration.

6 Affirmation that the remuneration is as Yes, it is affirmed that the remuneration paid to employees
per the remuneration policy of the and KMP’s were based on the Remuneration Policy.
company

Notes: From October, 2019 Onwards, Director Remuneration has been increased from Rs. 1,50,000/- to Rs. 2,50,000/- per month.

page 22
5. Annexure – B

page 23
 5. Annexure – B

FORM No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2020

[Pursuant to section 204(1) of Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

To,
The Members,

MONEYBOXX FINANCE LIMITED

523-A, Somdutt Chamber-II,
9,Bhikaji Cama Place, New Delhi 110066

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and
adherence to good corporate practices by MONEYBOXX FINANCE LIMITED
(L30007DL1994PLC260191) (hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided me 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 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 31st March, 2020 complied with the statutory provisions listed hereunder. 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 31st March, 2020 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 and External Commercial
Borrowings;

page 24
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;
b) The Securities and Exchange Board of India (Prohibition of insider Trading) Regulation,
1992;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations,2009;
d) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
e) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014 are not applicable to the Company under the audit period since the Company has not
issued/grant any share based employee benefits during the financial year under review and
hence these regulations have not been considered for the purpose of this report;
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008, are not applicable to the Company under the audit period since the
Company has not issued and listed any debt securities during the financial year under
review and hence these regulations have not been considered for the purpose of this report;
g) 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 [Not
Applicable as the Company is not registered as Registrar to Issue and Share Transfer
Agent during the financial year under review];
h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009,
are not applicable to the Company under the audit period since the Company has not
delisted/propose to delist its equity shares from any Stock Exchange and hence these
regulations have not been considered for the purpose of this report;
i) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, are
not applicable to the Company under the audit period since the Company has not buy
back/propose to buy-back any of its securities during the financial year under review and
hence these regulations have not been considered for the purpose of this report.
vi. The Company being a Non Banking Financing Company registered under Section 45-IA of the
Reserve Bank of India Act, 193, is carrying the business as financing Company (without
acceptance of public deposits). As informed by the management, following are the laws which
are specifically applicable on the Company:-
a) The Reserve Bank of India Act, 1934; and
b) Various circular(s), Master direction(s), guidelines and regulations made under the Reserve
Bank of India Act, 1934.
For the compliances of Labour Laws & other General Laws our examination and reporting is based
on the documents, records and files as produced and shown to me and the information and
explanations provided by the Company, its officers, agents and authorized representatives and to
the best of my judgment and understanding of the applicability of the different enactments upon
the Company, in my opinion there are adequate systems and processes exist in the Company to
monitor and ensure compliance with applicable General laws and Labour Laws.

page 25
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. The Listing Regulations entered into by the Company with Bombay Stock Exchange.
During the period under review the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.

I further report that the compliance by the Company of applicable financial laws, like direct and
indirect tax laws, has not been reviewed in this audit since the same have been subject to review by
the statutory financial auditor and other designated professionals.

I further report that 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 and that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notices were given to all directors to schedule the Board Meetings, 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.
As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the
Board were unanimous and no dissenting views have been recorded.

I further report that during the audit period, the Company has following specific events/actions
having a major bearing on the Company's affairs in pursuance of the above referred laws, rules,
regulations, guidelines, standards etc. referred to above:-
a. During the year company had issued one Bonus share on 25.11.2019 for every 10 shares held.
Further on 12.02.2020 company has made issuance of 16, 63,846 number of equity shares
through preferential allotment at the price of Rs. 70 per share (face value Rs.10 per share)

SHASHANK SHARMA & ASSOCIATES

Company Secretaries

Sd/-
Shashank Sharma
Date: 14.09.2020 Company Secretary
Place: New Delhi ACS 19311
UDIN: A019311B000712223 CP No. 7221

page 26
This Report is to be read with my letter of even date which is annexed as Annexure A and forms an
integral part of this report.

‘Annexure A’

To,
The Members,
MONEYBOXX FINANCE LIMITED

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

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. My

responsibility is to express an opinion on these Secretarial Records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records.

3. The verification was done on test basis to ensure that correct facts are reflected in the
Secretarial records. I believe that the processes and practices, I followed provide a reasonable
basis for my opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations,
Standards is the responsibility of the Management. My examination was limited to the
verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor
the efficacy or effectiveness with which the Management has conducted the affairs of the
Company.

SHASHANK SHARMA & ASSOCIATES

Company Secretaries

Sd/-
Shashank Sharma
Date: 14.09.2020 Company Secretary
Place: New Delhi ACS 19311
UDIN: A019311B000712223 CP No. 7221

page 27
 6. Management
Discussion and Analysis

page 28
 6. Management Discussion and Analysis

MANAGEMENT DISCUSSION

Moneyboxx Finance Limited (‘MFL’, ‘Moneyboxx’ or ‘the Company’) is a Non-Deposit-taking Non-

Banking Financial Company (NBFC-ND) registered with the Reserve Bank of India (RBI). It is a
subsidiary of Moneyboxx Capital Private Limited and is engaged in the business of lending. MFL
focuses on lending to Micro businesses in urban and rural India.

The COVID-19 pandemic & The Economy

Union Budget 2020 has focused on education sector , health care services , financial Services ,
agricultural sector & improving ease of doing business & better tax governance which gives a strong
message towards gaining people trust about the banking system stability by making proposals like
increasing the deposit insurance & creating a taxpayers’ charter in the statue to prevent harassment.

In March 2020, Covid-19 pandemic has struck & spread across the world. We are now amidst
unprecedented times – leading to millions of infections & deaths all over the world. Even India has
been affected apparently leading to millions of confirmed cases. The World Bank expects India’s
economy to contract by 9.6% in 2020-21. Shutting down of businesses, factories, small shops etc. have
put extreme stress on the global economy & equally on the Indian Economy.

It is expected that India’s gross domestic product growth to strengthen to 6.2% in FY22, boosted by
government reforms & various measures have been taken by government to boost the demand.
However, it is anticipated that domestic demand will rebound strongly once the lock downs are
completely lifted and full economic activity resumes.

Government of India has taken several measures to handle the situation. Mrs. Nirmala Sitharaman,
Hon’ble finance Minister of India has announced relief package of ₹ 20 Lakhs crore, almost 10% of
nominal GDP which covers :

i. Enhancement of Systematic liquidity by RBI

ii. Collateral Free Loans to Farmers

iii. Food Security to vulnerable sections of society

iv. Debt & equity Support to MSME

v. 100% credit Guarantees schemes of ₹ 3 Lakhs Crore to Banks & NBFCs for their MSME
Borrowers

vi. Few other measures are also initiated like reduction in monetary transmission & credit flows
to the economy

page 29
Given the pandemic, the management of the company took a conscious call in mid-March 2020 to
stop the further disbursement & focus completely on customer collections & portfolio quality.

Union Budget 2020 has focused on education sector, health care services, financial Services,
agricultural sector & improving ease of doing business & better tax governance which gives a strong
message towards gaining people trust about the banking system stability by making proposals like
increasing the deposit insurance & creating a taxpayers’ charter in the statue to prevent harassment.

During Lockdown, MoneyBoxx Finance took immediate steps to manage this situation by keeping
employee safety as the topmost priority, and so ensuring that all employees moved immediately to
‘Work-from-Home’ (WFH) & IT team moved in swiftly to ensure availability of sufficient bandwidth,
setting up virtual private networks and making available multiple platforms for collaboration using
digital media.

Directors’ Report

MFL is centered to the informal and self-employed borrower segment who are involved in
Manufacturing, Trading, Livestock, Kirana & Services and thus would face a higher impact due to
income volatility at the customer’s end arising by the lock down and disruption caused by Covid-19.

On March 27, 2020, RBI announced various measures to address the stress in financial conditions
caused by COVID-19. RBI permitted all lending institutions to allow a moratorium of three months
on payment of instalments in respect of all term loans outstanding as on March 1, 2020 & later on,
Moratorium 2.0 has been announced for 3 Months again beginning from 01st June 2020 till 31st
August 2020.

In line with this regulatory package, the company has offered moratorium to its customers. In
respect of such borrowers to whom the benefit of asset classification was extended consequent to
the moratorium, the company has made provisions on conservative basis for Expected Credit Loss.
Accordingly, the company has increased the Probability of Default from 1% to 2% & accordingly ECL
is calculated.

Operations

The company is having 11 branches in Rajasthan, Punjab, Haryana & Madhya Pradesh. & loan
disbursements during the year were INR 33.90 crore with 100% of collections efficiency & zero
delinquency. The current portfolio consists of unsecured Business Loans & the Assets under
Management (AUM) of the Company as on March 31, 2020 stood at INR 29.29 Crore. In FY 2021,
Company is planning to expand its operations in existing states by opening 11 branches.

NBFC Industry

The Economic Survey 2019-20 highlighted the current NBFC crisis as a key challenge that could
choke credit growth and impede India’s economic growth targets. NBFCs have been a useful
complement to commercial banks, helping to meet the nation’s financing needs in infrastructure,
and among retail and business class. The sector has recently experienced a downturn, leading to
liquidity issues among some NBFCs. Many of these non-banks face asset-liability mismatches, having
borrowed the short term to lend long term. They largely depend on commercial banks and market
funds for financing. Thus, some banks have exposure to weakness among NBFCs.

page 30
To address such concerns, the Reserve Bank introduced the liquidity coverage ratio (LCR)
requirement for all deposit-taking NBFCs and non-deposit taking NBFCs with an asset size of ` 5,000
crore and above (constituting 87 per cent of the total assets of the NBFC sector). The new regulation
mandates NBFCs to maintain a minimum level of high-quality liquid assets to cover expected net
cash outflows in a stressed scenario. NBFCs are required to reach a LCR of 100 per cent over a period
of 4 years commencing from December 2020.

Lending in MSME sector overview

MSME sector remains underserved and more than 40% of India’s MSME funding happens through
informal financing. There is an unmet demand of more than INR 20 lakhs crore which provides
significant opportunity to NBFC like Moneyboxx.

Business Review for FY 2019-20

FY 2019-20 was a challenging & an excellent year in terms of Successful Expansion, Strong
Capitalization & Asset Quality with leveraging Technology & Analytics with Capable Management
team.

Successful Expansion

MFL is committed to providing easy access to financing to the deserving micro enterprises in the tier
2 and tier 3 cities of India with ticket sizes ranging from ₹ 50,000 to ₹ 5 Lacs. MBFL started its lending
operations in February 2019 by opening its first branch in Bharatpur, Rajasthan and successfully
expanded its presence in one year to 11 branches across 4 states: Rajasthan, Haryana, Punjab, and
Madhya Pradesh. Drawing comfort from its strong financial position, robust asset quality and
improving staff productivity, MBFL is looking to expand its presence by opening 10 new branches in
high-potential markets in FY21.

Strong Capitalization & Asset Quality Metrics:

MoneyBoxx Finance Ltd. is strongly capitalized with an Equity base of ₹ 27 crores and Net Debt to
Equity ratio of 0.23 as of 31-Mar-2020. Its loan book remains quite resilient and strong amidst the
pandemic with zero NPAs as of 30-Jun-2020 and high collection of over 90% in Q1 FY21 and over 98%
in Q2 FY21. Strong collection during pandemic is testimony to strong unwriting and collection
processes. Adequate capital base, robust asset quality and improving profitability metrics provide
comfort on the ability of the Company to tide over the pandemic and cautiously grow its loan book.

Capable Management

MoneyBoxx Finance Ltd. is promoted by professionals with multi-decades of collective experience in

the financial services industry. The operational management team has worked at senior positions in
HSBC Bank, Bank of America, J.P. Morgan, Deutsche Bank and KPMG. It has a professional board
with industry veterans as independent directors (including Ex-Director of RBI and Ex-IAS Officer) and
a strong professional team from the industry which has navigated the Company successfully
through the crisis and is well poised to capitalize on the growth opportunities in the micro and small
finance sector.

Attractive Branch Profitability Metrics

page 31
With high Net Interest Margins (NIMs) of over 12%, efficient branch cost structure, an average branch
of MBFL is able to achieve break-even within six months of its operations. With such strong branch
unit economics, improving staff productivity with maturity of the branch portfolio, and benefits of
operating leverage, MFL is targeting to achieve profitability at corporate level in FY22 despite
significant growth in number of branches.

Information Technology

The Company has begun a transformation of the technology landscape. Technology has been
deployed to support the implementation of partnerships for business generation and collections,
operational efficiencies, and compliance with regulations. The Company has implemented
enterprise platforms such as Microsoft NAV and Tableau BI tool hosted on a cloud platform with
industry standard BCP framework. A state of the art SDWAN solution has been deployed to manage
our corporate network across all locations.

Internal Control

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 & wherever necessary, strengthening of internal control
systems and corrective actions initiated.

MSME Industry

1. MSME Lending market share:

Public Sector Banks have traditionally been the dominant lenders to the MSME sector. In the last few
quarters, Private Banks and NBFCs have strongly competed with Public Sector Banks in clawing a
larger share of the MSME sector. However, that trend has started to change in Dec ’19 quarter with
Public sector banks having regained market share from 48.2% in Sept ’19 to 49.8% in Dec 2019.

55
48.1
49.8

38.9
28.3 32.6

10.01 11.6 48.2

Sep 17 (%) Sep 18 (%) Sep 19 (%)

Public Sector Banks Private Sector Banks NBFCs

(Source : Transunion CIBIL)

page 32
2. Share of lenders across segments

PSBs continue to be the dominant contributors in providing credit to Micro segment borrowers,
holding almost 60% share in this segment. PSBs are playing a critical role in enabling financial
inclusion of Micro Enterprises. The share of PSBs and Private Banks in the Small segment of
borrowers is the same, with each having a market share of about 44. Medium segment, which has
the larger ticket size MSME loans, is again dominated largely by PSBs.

(Source : Transunion CIBIL)

3. Lender wise NPA in MSME sector

Lender Type Wise NPA Rate in the MSME Segment (Source : Transunion CIBIL)

page 33
 7. Corporate
Governance Report

page 34
 7. Corporate Governance Report

1. THE COMPANY’S PHILOSOPHY ON THE CODE OF GOVERNANCE

The fundamental principle of Corporate Governance is achieving sustained growth ethically and in
the best interest of all stakeholders. It is not a mere compliance of laws, rules and regulations, but a
commitment to values, best management practices and adherence to the highest ethical principles
in all its dealings, to achieve the objects of the Company, enhance stakeholder value and discharge
its social responsibility.
The Company has a strong legacy of fair, transparent and ethical governance practices and it believes
that good Corporate Governance is essential for achieving long term corporate goals and to enhance
stakeholders’ value. In this pursuit, the Company’s philosophy on the Code of Governance is based
on the belief that effective Corporate Governance practices constitute a strong foundation on which
successful commercial enterprises are built to last. Good Corporate Governance is indispensable to
resilient and vibrant capital markets and is, therefore, an important instrument of investor protection.
As a good corporate citizen, the Company lays great emphasis on a corporate culture of conscience,
integrity, fairness, transparency, accountability and responsibility for efficient and ethical conduct of
its business.

2. BOARD OF DIRECTORS
Composition
The Board of Directors of the Company is the highest governance authority within the management
structure of the Company. Further, the Board of Directors of the Company is totally committed to
the best practices for effective Corporate Governance.
The Board of Directors, along with its Committees, provides leadership and guidance to the
management and directs and supervises the performance of the Company, thereby enhancing
stakeholders’ value. The Board has a fiduciary duty in ensuring that the rights of all stakeholders are
protected. The Board composition is in conformity with Section 149 of the Act and Regulation 17 of
the Listing Regulations.
As on March 31, 2020, the composition of the Board of Directors was optimum and as under:

Board Composition as on March 31, 2020

33.34% 33.33% 2 Independent Directors including 1 Woman Director

2 Non-Independent Non-Executive Directors

2 Executive Directors (Whole-time Directors & CEO)

33.33%

page 35
None of the Directors is related to each other and there are no inter-se relationships between the
Directors.

The Company has an active, diverse, experienced and a well-informed Board. The Company
currently has a right mix of Directors on the Board who possess the requisite qualifications and
experience in general corporate management, finance and other allied fields which enable them to
contribute effectively to the Company in their capacity as Directors of the Company. Detailed
profile of the Directors is available on the Company’s website at
http://www.moneyboxxfinance.com/aboutus/OurTeam

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 necessary disclosures regarding committee positions have been made by
all the Directors.

None of the Directors hold office in more than 20 companies and in more than 10 public companies
as prescribed under Section 165(1) of the Act. No Director holds Directorships in more than 7 listed
companies. Further, 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.

Category and Attendance of Directors

The Composition and categories of Directors as on March 31, 2020 as also the number of
Directorships/Chairpersonships and Committee positions held by them in other public limited
companies and the names of the listed entities where they hold Directorship and the category of
such Directorship are given below:

No. of Committee
positions in other Directorship
No. of public limited held in Other Listed
Directorships companies** Companies and
Date of Category of in other Category of
Name Appointment Director Companies* Chairman Member Directorship
Chairman cum Paul Merchants
Mr. Uma Shankar Paliwal
11/01/2019 Independent 4 Nil Nil Limited
DIN: 06907963 Director (ID)

Mr. Prashant Agarwal Whole-time

12/10/2018 Nil Nil Nil -
DIN: 08019634 Director

Mr. Mayur Modi Whole-time

12/10/2018 Nil Nil Nil -
DIN: 08021679 Director

Mr. Govind Gupta 12/10/2018 Non-Executive

Nil Nil Nil -
DIN: 00065603 Director

Mr. Deepak Aggarwal Non-Executive

12/10/2018 Nil Nil Nil -
DIN: 03140334 Director

Ms. Ratna Dharashree Dilip Buildcon

Independent
Vishwanathan 11/01/2019 1 Nil Nil Limited
Director
DIN: 07278291 (ID)

ID – Independent Director;

page 36
* 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 Fifth (25th) Annual General Meeting (‘AGM’) of the Company for the Financial Year (‘FY’)
2018-19 was held on September 30, 2019. All the Directors of the Company were present at the 25th
AGM.

The Company held 5 Board Meetings during FY 2019-20 and the gap between two Meetings did not
exceed 120 days. The necessary quorum was present for all the Board Meetings. The details of
Meetings attended by the Directors during the year are given below:

Attendance at the Meetings held on

No. of
Attendance
Name of the Director Meetings
August November November (%)
attended
May 30, 22, 13, 25, February
2019 2019 2019 2019 12, 2020

Mr. Uma Shankar Paliwal

LOA    LOA 3 60
Ms. Ratna Dharashree
Vishwanathan  LOA    4 80

Mr. Prashant Agarwal

     5 100

Mr. Mayur Modi

     5 100

Mr. Govind Gupta

   LOA  4 80

Mr. Deepak Aggarwal

     5 100

Mr. Sanjeev Mittal*

LOA N.A. N.A. N.A. N.A. 0 0

LOA – Leave of absence, N.A. - Not Applicable

*Mr. Sanjeev Mittal ceased to be Non-Executive Director of the Company with effect from August 19, 2019 upon resignation.

Shareholding of Directors as on March 31, 2020:

No Director holds any Shares in the Company. The Company has not issued any convertible
instruments.

Board Procedure

The Board meets at regular intervals to discuss and decide on business strategies/policies and review
the financial performance of the Company.

The agenda is circulated well in advance to the Board/Committee Members along with
comprehensive background information on the items in the agenda to enable the Board and
Committees to arrive at appropriate decisions. The Company Secretary tracks and monitors Board
and Committee proceedings to ensure that the Terms of Reference/Charters are adhered to,
decisions are properly recorded in the minutes and actions on the decisions are tracked. The agenda
and related information is circulated through electronically. This has reduced paper consumption,

page 37
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 compliance with the
relaxations granted by the Ministry of Corporate Affairs due to outbreak of Covid-19, the Company
has also conducted its Board and Committee Meetings through video conferencing, without any
physical presence of Directors and attendees, to adhere to the social distancing norms.

Code of Conduct

Code of Conduct reflects the core values of the Company. It gives guidance and support needed for
ethical conduct of business and compliance of laws. The Company has adopted the Code of Conduct
applicable to all its Directors whether executive or non-executive which is available on the website
of the Company at http://www.moneyboxxfinance.com/images/pdf/Code-of-Conduct-for-Directors-
and-Senior-Management.pdf

The Board has also adopted 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
is available on the website of the Company at http://www.moneyboxxfinance.com/images/pdf/Code-
for-Independent-Directors.pdf.

All members of the Board, the executive officers and senior officers have affirmed compliance to the
Code as on March 31, 2020. A declaration to this effect, signed by the CEO, forms part of the CEO and
CFO certification.

Senior Management of the Company have made disclosures to the Board confirming that there are
no material financial and/or commercial transactions between them and the Company that could
have potential conflict of interest with the Company at large.

Independent Directors

The Company currently has 2 Non-Executive Independent Directors which comprise 33% of the total
strength of the Board of Directors.

All Independent Directors of the Company have been appointed as per the provisions of the Act and
the Listing Regulations and the Governance Guidelines for Board Effectiveness adopted by the
Company.

The Board of Directors confirm that the Independent Directors fulfill the conditions specified in the
Act and the

Listing Regulations and are independent of management.

Meetings of Independent Directors

The Ministry of Corporate Affairs vide General circular no. 11 dated 24 March 2020, granted relaxation
in compliance with holding separate meeting of independent director without attendance of non-
independent directors and members of the management for FY 2019-20.

Accordingly, no separate meeting of Independent Directors were held during the FY 2019-20.

page 38
Familiarisation Programme for Independent Directors

With a view to familiarise the independent directors with the Company’s operations, as required
under the SEBI Listing Regulations, the Company has held various familiarisation programmes for
the independent directors relating to the Company, NBFC industry, business model of the Company,
their roles, rights and responsibilities, major developments and updates on the Company and group,
etc., throughout the year on an ongoing and continuous basis.

Re-appointment of Director

As required under Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard -
2, particulars of the Director seeking re-appointment are given in the Explanatory Statement to the
Notice of the AGM.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has
carried out the annual evaluation of its own performance, its Committees and Directors individually.
A structured questionnaire was prepared after circulating the draft forms, 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.

3. AUDIT COMMITTEE

Terms of reference

The Audit Committee functions in accordance with Section 177 of the Act, Regulation 18 of the Listing
Regulations and its Charter adopted by the Board. The terms of reference of the Audit Committee,
inter alia, includes:

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;

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 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;

• 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;

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• 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 finance

• function 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.

Meeting and Attendance

During the year under review, the Audit Committee met five (4) times viz. on May 30, 2019, August
22, 2019, November 13, 2019 and February 12, 2020. The required quorum was present for all the Audit
Committee meetings. Two (2) Committee Meetings did not exceed One Hundred and Twenty (120)
days as stipulated under the Regulation 18(2) of SEBI Listing Regulations.

Composition of the Audit Committee and the attendance of each member at the said Committee
Meetings are set out in following table:

No. of meetings No. of meetings

Name of the Member Category held attended

Chairman,
Mr. Uma Shankar Paliwal 4 2
Independent Director

Member,
Ms. Ratna Dharashree Vishwanathan 4 3
Independent Director

Member,
Mr. Govind Gupta 4 4
Non-Executive Director

The Meetings of the Audit Committee are usually attended by the Whole-time Director’s & CEO,
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 present at the AGM of the
Company held on September 30, 2019.

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4. NOMINATION AND REMUNERATION COMMITTEE
Terms of reference
The Nomination and Remuneration Committee (‘NRC’) functions in accordance with Section 178 of
the Act, Regulation 19 of the Listing Regulations and its Charter as adopted by the Board. The NRC
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.
As on March 31, 2020, the Nomination and Remuneration Committee comprised of Three (3)
Members, all of whom are Non-Executive Independent Directors. The Chairman of the Nomination
and Remuneration Committee is a Non- Executive Independent Director.
The terms of reference of the NRC includes:
• 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;

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Meeting and Attendance
During the year under review, Nomination and Remuneration Committee met three (2) times viz.
on May 30, 2019 and November 13, 2019. The NRC is constituted in accordance with the provisions of
Regulation 19 of the Listing Regulations and the provisions of Section 178 (1) of the Act. The
composition of the NRC and the details of Meetings attended by the Members during the year are
given below:

No. of meetings No. of meetings

Name of the Member Category
held attended

Chairman,
Ms. Ratna Dharashree Vishwanathan 2 2
Independent Director

Member,
Mr. Uma Shankar Paliwal 2 1
Independent Director

Member,
Mr. Govind Gupta 2 2
Non-Executive Director

Member,
Mr. Deepak Aggarwal 2 2
Non-Executive Director

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 September 30, 2019.

Nomination and Remuneration Policy

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/images/pdf/Nomination-Remuneration-policy.pdf.

Director Remuneration:

Sitting Fees for

SI. attending Salary and Incentive/
Name of the Director Total
No. Board & Committee Perquisites Bonus
Meetings

1 Mr. Uma Shankar Paliwal 2,55,000 N.A. N.A. 2,55,000

2 Ms. Ratna Dharashree Vishwanathan 2,80,000 N.A. N.A. 2,80,000

3 Mr. Prashant Agarwal Nil 22,69,800 Nil 22,69,800

4 Mr. Mayur Modi Nil 24,21,600 Nil 24,21,600

5 Mr. Govind Gupta Nil N.A. N.A. 0

6 Mr. Deepak Aggarwal Nil N.A. N.A. 0

page 43
During the year under review, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees and reimbursement of
expenses incurred by them 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.
Service contract, Severance fees and Notice Period
Mr. Prashant Agarwal 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 2019-20 comprises of all-inclusive salary of ₹22,69,800/-.
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 2019-20 comprises of all-inclusive salary of ₹24,21,600/-.
Performance Evaluation of the Board, Directors and Committees of the Board
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has
carried out the annual evaluation of its own performance, its Committees and Directors individually.
A structured questionnaire was prepared after circulating the draft forms, 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.

5. STAKEHOLDER’S RELATIONSHIP COMMITTEE

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.
The Stakeholders Relationship Committee (‘SRC’) looks into various aspects of interest of
shareholders. The Committee ensures cordial investor relations, oversees the mechanism for
redressal of investors’ grievances and specifically looks into various aspects of interest of
shareholders. The Committee specifically looks into redressing shareholders’/investors’
complaints/grievances pertaining to share transfers/transmission, non-receipts of annual reports,
non-receipt of declared dividend and other allied complaints. The Committee oversees performance
of the Registrar and Share Transfer Agents of the Company relating to investor services and
recommends measures for improvement.
The terms of reference of the SRC includes:
• Review statutory compliance relating to all security Holders
• Consider and resolve the grievances of security holders of the Company, including complaints
related to transfer/transmission of securities, non-receipt of annual report/declared
dividends/notices/balance sheet, issue of new/duplicate certificates, general Meetings, etc.
• Review measures taken for effective exercise of voting rights by shareholders
• Oversee compliances in respect of dividend payments and transfer of unclaimed amounts to
the Investor Education and Protection Fund

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• Oversee compliances in respect of transfer of shares to the Investor Education and Protection
Fund, in accordance with the provisions of the Companies Act, 2013 and Rules made
thereunder, as applicable from time to time
• Review the various measures and initiatives taken by the Company for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company
• Oversee and review all matters related to the transfer of securities of the Company
• Approve issue of duplicate certificates of the Company
• Review movements in shareholding and ownership structures of the Company
• Ensure setting of proper controls, review adherence to the service standards adopted by the
Company in respect of various services being rendered by the Registrar and Share Transfer
Agents and oversee performance of the Registrar and Share Transfer Agents
• Recommend measures for overall improvement of the quality of investor services.
Meetings Held
During the year under review, 1 Meeting of the SRC were held on May 30, 2019.
Composition and Attendance during the year
The composition of the SRC and the details of the Meetings attended by the Members during the
year are given below:

No. of No. of
meetings meetings
Name of the Member Category held attended

Mr. Govind Gupta Chairman, Non-Executive Director 1 1

Ms. Ratna Dharashree Vishwanathan Member, Independent Director 1 1

Mr. Mayur Modi Member, Executive Director 1 1

Necessary quorum was present at the above Meetings. Mr. Govind Gupta, Chairperson of the SRC,
was present at the AGM held on September 30, 2019.

page 45
Name, designation and address of Compliance Officer
Ms. Radhika Garg
Company Secretary
Moneyboxx Finance Limited
523-A, Somdutt Chamber – II, 9,
Bhikaji Cama Place, New Delhi – 110066
Tel: 011- 45657452
Email: radhikagarg@moneyboxxfinance.com
Status of Investor Complaints
Status of Investor Complaints as on March 31, 2020 as reported under Regulation 13(3) of the Listing
Regulations is as under:
Complaints pending as on April 1, 2019 : 0
Received during the year : 0
Resolved during the year : 0
Pending as on March 31, 2020 : 0

6. OTHER COMMITTEES OF THE BOARD OF DIRECTORS:

Executive Committee
The Board of Directors in its meeting held on March 29, 2019 has constituted an Executive
Committee of the Directors in order to assist the Board to oversight the various risks associated
with the business of the Company namely, credit, operational risks, market risk, liquidity risk,
investment risk, compliance risk and reputation risk.
The Company has received a report on the quarterly basis from the Chief Risk Officer (CRO) of the
Company and were placed before the committee, to review the changing business scenario and
expansion of your Company into various other activities, business risk and their mitigation plans are
assessed on regular basis.

As on 31 March 2020, the Committee comprised of the following members:

No. of No. of
Name of the Member Category meetings meetings
held attended

Mr. Prashant Agarwal Chairman, Executive Director 1 1

Ms. Ratna Dharashree Vishwanathan Member, Independent Director 1 0

Mr. Govind Gupta Member, Non-Executive Director 1 1

Mr. Mayur Modi Member, Executive Director 1 1

page 46
7. GENERAL BODY MEETINGS

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,
July 04, 2017 No Special Resolution was passed in the
2016-17 Manglam Place, Sector-3,
11.30 A.M. AGM.
Rohini, New Delhi-110085

255,Aggarwal City Plaza,

June 26, 2018 Appointment of Mr. Sanjeev Mittal as Chief
2017-18 Manglam Place, Sector-3,
11.30 A.M. Financial Officer (CFO)
Rohini, New Delhi-110085

• Alteration of Articles of Association of

the Company.
September 30, 523-A, Somdutt Chamber- • Increase in borrowing limits of the
2018-19 2019 II, 9, Bhikaji Cama Place, Company upto Rs. 200 Crores.
11.30 A.M. New Delhi- 110066 • Creation of Charges on the Movable and
Immovable Properties of the Company,
both Present and Future, in respect of
Borrowings.

B. EXTRAORDINARY GENERAL MEETINGS

Financial
Date and Time Venue Special Resolution passed
Year

• Declassification of Promoters.
• Increase in Authorised Share Capital of
the Company.
523-A, Somdutt Chamber- • Approval for the borrowing powers of
April 30, 2019
2019-20 II, 9, Bhikaji Cama Place, Board of Directors for an amount not
11.30 A.M.
New Delhi- 110066 exceeding Rs. 100 Crore.
• Approval for the power to create charge
on the assets of the Company to secure
borrowings for an amount not
exceeding Rs. 100 Crore.
• Issue of equity shares on a preferential
January 17, 523-A, Somdutt Chamber-
basis.
2019-20 2020 II, 9, Bhikaji Cama Place,
• Issuance of Non-Convertible
11.00 A.M. New Delhi- 110066 Debentures on private placement
basis*.

* Approval of shareholders of the Company was sought to authorize the Board of Directors to make
offer(s) or invitation(s) for raising funds through Secured/ Unsecured, Non- convertible debenture
upto Rs. 200 Crore but due to the COVID-19 pandemic spread across the world which adverse the
market situations, the Management of the Company could not raise the funds during the period
under review.

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C. POSTAL BALLOT
No postal ballot was conducted during the financial year 2019-20. None of the businesses proposed
to be transacted at the ensuing AGM requires passing of a special resolution through postal ballot.

8. DISCLOSURES
Related Party Transactions: All 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
on arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.
There were no materially significant transactions with Related Parties during the financial year.
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 carriedout on an arm’s length or fair value basis.
The disclosure of all related party transactions are mentioned in the Note 27 forming part of notes to
the accounts of the Financial Statements.
Policy on Archival is available on the website at
http://www.moneyboxxfinance.com/images/pdf/Archival-Policy.pdf.
Statutory Compliance, Penalties and Strictures: The Company is in compliance with the
requirements of the Stock Exchanges, SEBI and Statutory Authorities on all matters related to the
capital markets. No penalty or strictures were imposed on the Company by these authorities during
the last three years.
Code of Conduct for Prevention of Insider Trading: In terms of the provisions of the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has
adopted a ‘Code of Conduct to regulate, monitor and report trading by designated persons in listed
or proposed to be listed securities’ of your Company (“the Code”). The Code aims at preserving and
preventing misuse of unpublished price sensitive information. All Designated Persons (including
Directors, Key Managerial Personnel and employees) of your Company are covered under the Code,
which provides inter alia for periodical disclosures and obtaining pre-clearances for trading in
securities of your Company. The Code is also available at the website of the Company at
http://www.moneyboxxfinance.com/images/pdf/Code-of-Fair-Practice-under-Insider-
Trading.pdf
Whistleblower Policy and Vigil Mechanism: 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 mechanism provides for
adequate safeguards against victimization of employees and Directors who use such mechanism
and makes provision for direct access to the Chairman of the Audit Committee in exceptional cases.
None of the personnel of the Company have been denied access to the Audit Committee.
Accounting treatment in preparation of Financial Statements: The Financial Statements have
been prepared in accordance with Indian Accounting Standards (‘Ind AS’) as per the Companies

page 48
(Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions
of the Act.
Details of utilisation of funds: As on March 31, 2020, there were no funds unutilized requiring
disclosure as specified under Regulation 32(7A) of the SEBI Listing Regulations.
Acceptance of recommendation of all Committees: In terms of the Listing Regulations, there have
been no instances during the year when recommendations of any of the Committees were not
accepted by the Board.
Fees paid to Statutory Auditor: A total fee of ₹ 1,00,000/- was paid by the Company on a
consolidated basis, for all services to Gaur & Associates, Statutory Auditors and all entities in the
network firm/network entity of which they are part.
There was no instance during financial year 2019-20 when the Board had not accepted any
recommendation of any Committee of the Board.
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.
Compliance with the Mandatory Requirements of the Listing Regulations
The Board of Directors periodically review the compliance of all applicable laws. 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. It has obtained a certificate affirming the compliances from Gaur & Associates,
Chartered Accountants, the Company’s Statutory Auditors and the same is attached to the Board’s
Report.
DETAILS OF ADOPTION OF NON-MANDATORY (DISCRETIONARY) REQUIREMENTS
Non-mandatory (discretionary) requirements under Regulation 27 of the Listing Regulations
The status of compliance with the non-mandatory requirements of the Listing Regulations is
provided below:
• 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.
• Modified opinion(s) in audit report
There are no modified opinions in audit report.
• Reporting of Internal Auditor
In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has
appointed an Internal Auditor who reports to the Audit Committee. Internal audit reports are
submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

page 49
CEO and CFO Certification
As required by the Listing Regulations, the CEO and CFO certification is provided in this Annual
Report.
Certification from Company Secretary in Practice
Shashank Sharma of Shashank Sharma & Associates, Practicing Company Secretaries, has issued a
certificate as required under the Listing Regulations, confirming that none of the directors on the
Board of the Company has been debarred or disqualified from being appointed or continuing as
director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The
certificate is forms the integral part of this report.

9. MEANS OF COMMUNICATION
The quarterly/half yearly/annual results are regularly submitted to the Stock Exchanges in
accordance with the SEBI Listing Regulations and published in English newspaper (generally
Business Standard) and a Hindi daily (generally Jansatta). The quarterly/half yearly/annual results are
also uploaded on the website of the Company at www.moneyboxxfinance.com. A Management
Discussion and Analysis Report is a part of this Annual Report.

10. GENERAL SHAREHOLERS’ INFORMATION

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, top 10 shareholders and such other information as prescribed under the said
Regulations is provided herein below:

A. Annual General Meeting

Day and Date Monday, December 21, 2020

Time 11.30 AM
Financial Year 2019-2020
Book Closure Dates 15/12/2020 to 21/12/2020
Listing of Equity Shares at Stock Exchanges BSE Limited
ISIN Number INE296Q01012
Corporate Identification Number (CIN) L30007DL1994PLC260191

The Annual Listing Fees for the financial year 2020-21 to BSE Limited (BSE) has been paid by the
Company within prescribed time.

B. MARKET PRICE DATA (IN RS. PERSHARE)

The High and Low prices during each month in the financial year 2019-20 at BSE are:-

Month High Low

April 2019 10.40 10.40
May 2019 18.22 11.00
June 2019 27.95 20.00

page 50
 July 2019 23.00 19.50
August 2019 22.50 21.45
September 2019 21.00 20.50
October 2019 49.85 22.65
November 2019 84.70 52.30
December 2019 73.40 63.85
January 2020 74.00 65.95
February 2020 81.00 64.35
March 2020 78.00 61.75

C. Registrar and Share Transfer Agents

Address for Investor Correspondence
For any assistance regarding dematerialization of shares, re-materialization of shares, share
transfers, transmissions, change of address, non-receipt of dividend or any other query relating to
shares, please write to:
Mas Services Limited
T-34, 2nd Floor, Okhla Industrial Area, Phase-II, New Delhi-110020

Tel : 011-26387281/82/83;

Fax : 011-26387284

e-mail: info@masserv.com Web: https://www.masserv.com.

D. Share Transfer System

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.

E. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2020

Range of No. Shares No. of % of No. of shares % of

From -To shareholders shareholders held shareholding
Up to 5000 264 67.52 8737 0.04
Rs. 5001 to 10000 6 1.53 4794 0.02
Rs. 10001 to 20000 10 2.56 15003 0.08
Rs. 20001 to 30000 6 1.54 15552 0.08
Rs. 30001 to 40000 0 0.00 0 0.00
Rs. 40001 to 50000 0 0.00 0 0.00
Rs. 50001 to 100000 21 5.37 148828 0.74
Rs. 100001 and above 84 21.48 19888737 99.04
Total 391 100.00 20081651 100.00

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F. DEMATERIALISATION OF SHARES AND LIQUIDITY

The Company’s shares are compulsorily traded in dematerialised form and are available for trading
on both the Depositories, viz. NSDL and CDSL.
(%)

Shares held in 2019-20 2018-19

Physical form 0.0002 0

Electronic form with NSDL 88.5634 93.73

Electronic form with CDSL 11.4364 6.27

G. 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.

H. Service of documents through electronic mode

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.

INVESTOR CORRESPONDENCE ADDRESS

Moneyboxx Finance Limited

Secretarial Department
523-A, Somdutt Chamber-II,
9, Bhikaji Cama Place,
New Delhi-110066.
OR

Mas Services Limited

T-34, 2nd Floor, Okhla Industrial Area,

Phase-II, New Delhi-110020.

page 52
 8. Certificate from
Company Secretary in
Practice

page 53
 8. Certificate from Company Secretary in Practice

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

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,BhikajiCama Place, New Delhi - 110066 (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.

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, 2020 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.

Sr. No. Name of Director DIN Designation Date of Appointment

1 Govind Gupta 00065603 Non-Executive – 12.10.2018

Non-Independent Director

2 Deepak Aggarwal 03140334 Non-Executive – 12.10.2018

Non-Independent Director

3 Uma Shankar Paliwal 06907963 Independent Director 11.01.2019

4 Ratna Dharashree Vishwanathan 07278291 Independent Director 11.01.2019

5 Mayur Modi 08021679 Whole-time Director 12.10.2018

6 Prashant Agarwal 08019634 Whole-time Director 12.10.2018

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.

Sd/-
Shashank Sharma
FCS: 19311 /C.P.No: 7221 Shashank Sharma & Associates
UDIN: A019311B001164312 Company Secretaries

New Delhi
November 05, 2020

page 54
9. Independent Auditors’
Certificate on Corporate
Governance

page 55
 9. Independent Auditors’ Certificate on Corporate
Governance
To The Members of Moneyboxx Finance Limited
We, Gaur & Associates, Chartered Accountants, the Statutory Auditors of Moneyboxx Finance Limited (the
“Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the
year ended on March 31 2020, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and
para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended (“SEBI Listing Regulations”).
Managements’ Responsibility
The compliance of conditions of Corporate Governance is the responsibility of the Management. This
responsibility includes the design, implementation and maintenance of internal control and procedures to
ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI Listing
Regulations.
Auditor’s Responsibility
Our 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.
We have examined the books of account and other 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.
We have carried out an examination of the relevant records of the Company in accordance with the Guidance
Note on Certification of Corporate Governance (the “Guidance Note”) issued by the Institute of the Chartered
Accountants of India (“ICAI”) and the Standards on Auditing (“SA”s) specified under Section 143(10) of the
Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note
issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by
the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
Opinion
Based on our examination of the relevant records and according to the information and explanations provided
to us and the representation provided by the Management, we 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 para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2020.
We 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.
For GAUR & ASSOCIATES
Chartered Accountants
FRN: 005354C
--Sd/--
S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 20016746AAAAFF7941 Date: 26/10/2020

page 56
10. CEO and CFO
Certification

page 57
 10. CEO and CFO Certification

The Board of Directors

Moneyboxx Finance Limited

Dear members of the Board,
We, Deepak Aggarwal, Chief Financial officer and Co-Chief Executive Officer and and Mayur Modi, Co-Chief
Executive Officer of Moneyboxx Finance Limited, to the best of our knowledge and belief, certify that:
1. We have reviewed the Balance Sheet as at March 31, 2020, Statement of Profit and Loss and the Statement
of Cash Flows for the year then ended, and a summary of the significant accounting policies and other
explanatory information of the Company, and the Board’s report for the year ended March 31, 2020.
2. These statements do not contain any materially untrue statement or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
3. The financial statements, and other financial information included in this report, present in all material
respects a true and fair view of the Company’s affairs, the financial condition, results of operations and cash
flows of the Company as at, and for, the periods presented in this report, and are in compliance with the
existing accounting standards and / or applicable laws and regulations.
4. There are no transactions entered into by the Company during the year that are fraudulent, illegal or violate
the Company’s Code of Conduct and Ethics, except as disclosed to the Company’s auditors and the
Company’s audit committee of the Board of Directors.
5. We are responsible for establishing and maintaining internal controls for financial reporting and we have
evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting
and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
6. We have indicated to the Company’s auditors and the Audit Committee of Board of Directors:
(i) significant changes, if any, in internal control over financial reporting during the year;
(ii) significant changes, if any, in accounting policies during the year and the same have been disclosed in
the notes to the financial statements; 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.
7. We further declare that all Board members and senior management personnel have affirmed compliance
with the Code of Conduct and Ethics for the year covered by this report.

Sd/- Sd/-
Mayur Modi Deepak Aggarwal
Co-Chief Executive Officer Co-Chief Executive Officer and Chief Financial Officer
New Delhi
November 05, 2020

page 58
 11. Independent
Auditors' Report

page 59
 11. Independent Auditors' Report

TO,

THE MEMBERS OF MONEYBOXX FINANCE LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of MONEYBOXX FINANCE

LIMITED (the “Company”), which comprise the Balance Sheet as at March 31, 2020, 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 “standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone 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, 2020, the loss and total
comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone 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 Standalone
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 standalone 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 standalone financial statements.

page 60
Emphasis of Matter

We draw attention to Note No. 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 is responsible for 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 standalone financial statements and
our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the standalone 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.

Responsibility of Management and Those Charged with Governance (TCWG)

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.

page 61
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 Standalone 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 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.

• Evaluate the overall presentation, structure and content of the Standalone Financial Results,
including the disclosures, and whether the Standalone Financial Results represent the
underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in

page 62
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone 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.

Report on Other Legal and Regulatory Requirements

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

(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 standalone 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 31/03/2020
taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2020
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:
i. 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.
ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts.

page 63
 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.

For GAUR & ASSOCIATES

Chartered Accountants
FRN: 005354C

S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 20016746AAAADC9259 Date: 29/06/2020

page 64
“Annexure A” to the Independent Auditor’s Report
(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of
our report to the Members of MONEYBOXX FINANCE LIMITED of even date)

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, 2020 in conjunction with our audit of the standalone financial statements of
the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial
controls 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 issued by the Institute of Chartered Accountants
of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.

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.

page 65
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.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a material effect
on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and 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, 2020, 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.

For GAUR & ASSOCIATES

Chartered Accountants
FRN: 005354C

S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 20016746AAAADC9259 Date: 29/06/2020

page 66
 Annexure ‘B’ to the Independent Auditor’s Report
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of
our report to the Members of Moneyboxx Finance Limited of even date)

i. In respect of the Company’s fixed assets:

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 standalone 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.

page 67
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, 2020 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.

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 made preferential allotment of equity shares and complied
with all the requirements of section 42 of the Companies Act and the amount raised have been
used for the purposes for which the funds were raised.

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

page 68
 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.

For GAUR & ASSOCIATES

Chartered Accountants
FRN: 005354C

S. K. Gupta
Partner
M. No. 016746 Place: New Delhi
UDIN: 20016746AAAADC9259 Date: 29/06/2020

page 69
12. Balance Sheet

page 70
 12. Balance Sheet

MONEYBOXX FINANCE LIMITED

(FORMERLY DHANUKA COMMERCIAL LIMITED)
CIN : L30007DL1994PLC260191
REG. OFFICE :523-A SOMDUTT CHAMBER-II, 9 BHIKAJI CAMA PLACE, NEW DELHI-110066
BALANCE SHEET AS AT 31ST MARCH, 2020

PARTICULARS NOTES AS AT 31ST MARCH, 2020 AS AT 31ST MARCH, 2019

ASSETS

Financial Assets
1
(a) Cash and cash equivalents 7
98,418,666 165,297,403
(b) Receivables

(c) Loans 8
292,901,891 9,744,936
(d) Investments

(e) Other financial assets 9

20,093,980 411,414,537 1,780,395 176,822,734

Non-Financial Assets
2
(a) Current assets (net) 10
9,438,662 7,786,052
(b) Deferred tax assets (net)
655,471
(c) Property, plant and equipment
9,974,321 4,422,756
(d) Capital Work-in-Progress
10,138,781 1,823,750
(d) Right of Use Asset 2(16)
10,547,275 6,071,310
(e) Other Intangible assets
84,891 -
(f) Other non-financial assets
- 40,183,930 - 20,759,339

TOTAL
451,598,467 197,582,073

LIABILITIES AND EQUITY

Liabilities
1
Financial liabilities
(a) Payables
(b) Trade payables

(i)Total outstanding dues of micro

enterprises and small enterprises

(ii)Total outstanding dues of creditors other

than micro enterprises and small enterprises

page 71
 (c) Debt securities
(d) Borrowings (other than debt securities) 11 159,598,157 -
(e) Subordinated liabilities
(f) Lease Liability 2(16) 11,743,637 5,857,796
(g) Other financial liabilities - 171,341,794 - 5,857,796

Non-financial liabilities
(a) Current liabilities (net) 12 3,951,295 1,078,234
(b) Provisions 13 4,102,568 371,953
(c) Deferred tax liabilities (net) 14 726,492
(d) Other non-financial liabilities 15 213,814 8,994,169 - 1,450,187

EQUITY
(a) Equity share capital 16 200,816,510 167,434,590
(b) Other equity 17 70,445,994 271,262,504 22,839,500 190,274,090

TOTAL 451,598,467 197,582,073

Significant Accounting Policies and Notes On Financial Statements

The accompanying notes are an integral part of the financial statements.

FOR AND ON
Auditor's Report BEHALF OF THE
BOARD
MONEYBOXX
As per our separate report of even date annexed herewith FINANCE
LIMITED
For GAUR & ASSOCIATES
Chartered Accountants
(FRN-005354C)
Deepak
Mayur Modi
Aggarwal
Whole-time
Director, CEO & Director
CFO
(S.K. Gupta) DIN:08021679 DIN:03140334
Partner
M.No.- 016746
Place : New Delhi Govind Gupta Radhika Garg
Company
Date : 29/06/2020 Director
Secretary
UDIN: 20016746AAAADC9259 DIN:00065603 M.No. 36587

page 72
 13. Statement of
Profit and Loss Account

page 73
 13. Statement of Profit and Loss Account
MONEYBOXX FINANCE LIMITED
(FORMERLY DHANUKA COMMERCIAL LIMITED)
CIN : L30007DL1994PLC260191
REG. OFFICE :523-A SOMDUTT CHAMBER-II, 9 BHIKAJI CAMA PLACE, NEW DELHI-110066
STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON 31ST MARCH'2020
FOR THE YEAR ENDED 31ST FOR THE YEAR ENDED 31ST
PARTICULARS NOTES
MARCH, 2020 (Rs.) MARCH, 2019 (Rs.)
A Revenue from Operations
(i) Interest Income 18 34,739,634 14,018,735
(ii) Sale of Services 19 3,260,440 1,312
(iii) Other Income 20 3,700,571 5,950,730
Total revenue from operations (I) 41,700,645 19,970,777

B EXPENSES
(i) (Increase)/Decrease
in inventories 21 1,548,092 6,538,980
(ii) Finance Cost 22 8,117,543 226,265
(iii) Impairment on financial
instruments (Expected Credit Loss) 2,660,949 -
(iv) Employee Benefits Expenses 23 38,179,073 6,954,949
(v) Depreciation, amortisation and
impairment 24 5,440,110 1,217,766
(vi) Other Expenses 25 19,853,058 3,183,802
Total (II) 75,798,825 18,121,762

Profit/(loss) before tax (I-II) (34,098,180) 1,849,015

Tax Expenses
Current Tax - 212,334
Income tax paid for earlier years - -
Deferred Tax 1,381,963 (686,936)
Total Tax Expenses 1,381,963 (474,602)

Profit/(loss) for the year (35,480,143) 2,323,617

Earnings per equity share [nominal value of share Rs. 10]

Basic (1.77) 0.14
Diluted (1.77) 0.14

Significant Accounting Policies and Notes On Financial Statements

The accompanying notes are an integral part of the financial statements.

Auditor's Report
FOR AND ON BEHALF OF THE
As per our separate report of even date annexed herewith BOARD
MONEYBOXX FINANCE
LIMITED
For GAUR & ASSOCIATES
Chartered Accountants
(FRN-005354C)
Mayur Modi Deepak Aggarwal

page 74
 Whole-time Director, CEO &
CFO Director
(S.K. Gupta) DIN:08021679 DIN:03140334
Partner
M.No.- 016746
Place : New Delhi Govind Gupta Radhika Garg

Date : 29/06/2020 Director Company Secretary

UDIN: 20016746AAAADC9259 DIN:00065603 M.No. 36587

page 75
14. Cash Flow Statement

page 76
 14. Cash Flow Statement

MONEYBOXX FINANCE LIMITED

(FORMERLY DHANUKA COMMERCIAL LIMITED)
CIN : L30007DL1994PLC260191
REG. OFFICE :523-A SOMDUTT CHAMBER-II, 9 BHIKAJI CAMA PLACE, NEW DELHI-110066
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH,2020
AS AT AS AT
Particulars
31ST MARCH, 2020 31ST MARCH, 2019

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax (34,098,180) 1,849,015
Adjustment for:
Dividend Received (27,978)
Depreciation and amortization expense 5,440,110 1,217,766
Finance Cost 8,117,543 226,265
Cash Flow towards Finance Cost (8,117,543) (226,265)
(Profit)/Loss on Sale of Property, Plant and Equipment
Operating Profit before Working Capital Changes (28,658,070) 3,038,803
Adjustment for:
(Increase)/Decrease in non-financial assets - -
(Increase)/Decrease in Trade loans (283,156,955) 139,036,440
(Increase)/Decrease in other financial assets (18,313,585) (1,780,395)
(Increase)/Decrease in Current assets (1,652,610) 3,592,995
(Increase)/Decrease in Other financial liabilities - -
(Increase)/Decrease in Current liabilities 2,873,061 885,289
Increase/(Decrease) in Trade Payables - (2,344)
Increase/(Decrease) in Provisions 3,730,615 -
Increase/(Decrease) in Other non-financial Liabilities 213,814 -
Cash Generated from Operations (324,963,730) 144,770,788
Net Income tax (paid) (212,334)
Net cash flows from/(used in) operating activities (A) (324,963,730) 144,558,454
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (16,025,385) (5,387,802)
Sale of Fixed Assets 14,000 -
(Increase)/Decrease in Lease Liability - -
Purchase of Investments -
Other non Current Assets - -
Deferred Tax Assets - -
Sale of Investments - -
Dividends received - 27,978
Net cash from/(used in) Investing activities (B) (16,011,385) (5,359,824)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from Issue of Share Capital 16,638,460 -

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 Share premium on equity shares allotted 99,830,760 -
Proceeds from borrowings from Financial Institutions 175,000,000
Repayment of borrowings from Financial Institutions (15,401,843)
Payment of lease liabilities (1,970,999) (557,091)
Dividend Paid -
Net Cash from/(used in) Financing activities(C) 274,096,378 (557,091)

Net (Decrease)/Increase in Cash and Cash Equivalents

(66,878,737) 138,641,539
(A+B+C)

Cash and cash equivalents at beginnings of year 165,297,403 26,655,864

Cash and cash equivalents at end of year 98,418,666 165,297,403

Total Cash and cash equivalents 98,418,666 165,297,403

Significant Accounting Policies and Notes On Financial Statements

The accompanying notes are an integral part of the financial
statements.
FOR AND ON BEHALF OF THE
BOARD
Auditor's Report MONEYBOXX FINANCE LIMITED
As per our separate report of even date annexed herewith

For GAUR & ASSOCIATES

Chartered Accountants Mayur Modi Deepak Aggarwal
Whole-time Director, CEO &
(FRN-005354C) CFO Director
DIN:08021679 DIN:03140334

(S.K. Gupta)
Partner Govind Gupta Radhika Garg
M.No.- 016746 Director Company Secretary
Place : New Delhi DIN:00065603 M.No. 36587
Date : 29/06/2020
UDIN: 20016746AAAADC9259

page 78
 MONEYBOXX FINANCE LIMITED
(FORMERLY DHANUKA COMMERCIAL LIMITED)

Note No. 1 CORPOARTE INFORMATION

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.
Note No. 2 STATEMENTS OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION OF FINANCIAL STATEMENTS

1. Compliance with IND-AS

The financial statements of the Company comply in all material aspects with Indian Accounting
Standards (‘Ind-AS’) notified under Section 133 of the Companies Act, 2013 (‘the Act’) read with the
Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other
relevant provisions of the Act. Any directions issued by the RBI or other regulators are implemented
as and when they become applicable.
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.
2. Presentation of financial statements
The Balance Sheet and the Statement of Profit and Loss are presented in the format prescribed
under Division III of Schedule III of the Act, as amended from time to time, for Non-Banking Financial
Companies (‘NBFCs’) that are required to comply with Ind-AS. The Statement of Cash Flows has been
presented as per the requirements of Ind-AS 7 Statement of Cash Flows.
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

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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.
5. Date of recognition of Financial Instruments
Financial assets and financial liabilities are recognized in the Company’s balance sheet when the
Company becomes a party to the contractual provisions of the instrument.
6. Impairment of financial assets
The Company applies the ECL model in accordance with Ind-AS 109 for recognizing impairment loss
on financial assets. The ECL allowance is based on the credit losses expected to arise from all possible
default events over the expected life of the financial asset (‘lifetime ECL’), unless there has been no
significant increase in credit risk since origination. ECL is calculated on a collective basis, considering
the retail nature of the underlying portfolio of financial assets.
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. Accordingly, the
company has created specific provision for ECL.
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.
Undrawn loan commitments are not recorded in the balance sheet. However, these financial
instruments are in the scope of expected credit loss (‘ECL’) calculation.
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.
10. Provisions, Contingent Liabilities and Contingent Assets

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Provisions involving substantial degree of estimation in measurement are recognized when there is
a present obligation as a result of past events, and it is probable that there will be an outflow of
resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent assets
are neither recognized nor disclosed in the financial statements
11. Cash and cash equivalents
Cash and cash equivalents includes cash at banks and on hand, demand deposits with banks, other
short term highly liquid investments with original maturities of three months or less/more that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value. The Company follows the policy of crediting the customer’s account only on receipt
of amount in the bank and as such no cheques in hand are taken into consideration.
12. Property, plant and equipment as per Ind-AS 16
a. Recognition and measurement
Tangible property, plant and equipment are stated at cost less accumulated depreciation and
impairment if any. The cost of property, plant and equipment comprise purchase price and
any attributable cost of bringing the asset to its working condition for its intended use.
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
c. Depreciation, estimated useful lives and residual value
Depreciation is calculated using the straight–line method to write down the cost of property
and equipment to their residual values over their estimated useful lives in the manner
prescribed in Schedule II of the Act. The estimated lives used and differences from the lives
prescribed under Schedule II are noted in the table below: -

Estimated useful life as Estimated useful life under

Type of Assets assessed by the Company Schedule II of the Act

Computers 3 Years 3 Years

Software & System Development 3 Years 3 Years

Office Equipment 5 Years 5 Years

Motor Cars 8 Years 8 Years

Furniture & Fixtures 10 Years 10 Years

Leasehold Improvements Tenure of lease agreements Tenure of lease agreements

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.

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 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.
13. Other intangible assets
Software and system development expenditure are capitalized at cost of acquisition including cost
attributable to readying the asset for use. Such intangible assets are subsequently measured at cost
less accumulated amortization and any accumulated impairment losses. The useful life of these
intangible assets is estimated at 3 years with zero residual value. Any expenses on such software for
support and maintenance payable annually are charged to the statement of profit and loss.
14. Revenue recognition
Revenue (other than for those items to which Ind-AS 109 Financial Instruments is applicable) is
measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are
net of goods and services tax (‘GST’) and amounts collected on behalf of third parties. Ind-AS 115
Revenue from Contracts with Customers outlines a single comprehensive model of accounting for
revenue arising from contracts with customers.
Specific policies for the Company’s different sources of revenue are explained below:
a. Income from lending business
Interest Income
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).
Other financial charges
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. Sale of Securities
Revenue is recognized when the significant risks and rewards of ownership of the goods have
passed to the buyer.
15. Employee Benefits as per Ind AS-19

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 a. Provident Fund
Retirement benefit in the form of provident fund, is a defined contribution scheme. The
Company has no obligation, other than the contribution payable to the provident fund. The
Company recognizes contribution payable to the provident fund scheme as an expense,
when an employee renders the related service.
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 a policy of encashment of unavailed leaves for its employees or to carry
forward it to next year and the Company creates an appropriate provision for this based on
the actuarial valuation determined as at the year-end.
16. Leases
Effective 01 April 2019, the Company has adopted Ind-AS 116 - Leases and applied it to all lease
contracts existing on 01 April 2019 using the modified retrospective method. 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
The following policies apply subsequent to the date of initial application, 1 April 2019.
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:

page 83
- initial direct costs incurred; and
- the amount of any provision recognized where the Company is contractually required to dismantle,
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.
18. Income tax
a. Current tax
Current tax is measured at the amount expected to be paid to the tax authorities in
accordance with the Income Tax Act, 1961 in respect of taxable income for the year and any
adjustment to the tax payable or receivable in respect of previous years.
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.
19. Earning Per Share
The Company reports basic and diluted earnings per equity share as per Ind-AS 33. Basic earnings
per equity share have been computed by dividing net profit / loss attributable to the equity
shareholders for the year by the weighted average number of equity shares outstanding during the
year. Diluted earnings per equity share have been computed by dividing the net profit attributable
to the equity shareholders after giving impact of dilutive potential equity shares for the year by the
weighted average number of equity shares and dilutive potential equity shares outstanding during
the year, except where the results are anti-dilutive.

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20. Inventories
Inventories are valued at cost or net realizable value which-ever is lower. Net realizable value is the
estimated selling price in the ordinary course of business less estimated cost necessary to make sale.
Note No. 3 Reporting Segment
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.
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.
Note No. 5 Details of dues to Micro, Small and Medium Enterprises
As per the information available, following is the status of MSME parties

Particulars 31 March 2020 31 March 2019

The Principal amount remaining unpaid at the end of the year -- --

The Interest Amount remaining unpaid at the end of the year -- --

Balance of MSME parties at the end of the year -- --

Note No. 6 Capital Management

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 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.

Some Important Ratio Analysis is as follows:

Particulars 31.03.2020 31.03.2019

CRAR (Capital Risk Adequacy Ratio) 93.68% 1956.36%

GNPA Ratio (Gross Non-Performing Asset Ratio) - -

NNPA Ratio (Net Non- Performing Asset Ratio) - -

page 85
 15. Notes to
Financial Statements

page 86
 15. Notes to Financial Statements
MONEYBOXX FINANCE LIMITED
(FORMERLY DHANUKA COMMERCIAL LIMITED)
CIN : L30007DL1994PLC260191
REG. OFFICE :523-A SOMDUTT CHAMBER-II, 9 BHIKAJI CAMA PLACE, NEW DELHI-110066
NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31st MARCH,2020
As at
Note 7 As at 31.03.2020 31.03.2019
Cash and Cash Equivalents (Rs.) (Rs.)

(a) Cash in hand

41,354 11,608
(b) Balances with Scheduled Banks
-In Current Accounts
22,377,313 14,575,898
-In Fixed Deposits with original
maturity of three months or less 25,000,000 96,503,452
-In Fixed Deposits with original
maturity of more than three months 51,000,000 54,206,445

Total Amount 98,418,666 165,297,403

As at
Note 8 As at 31.03.2020 31.03.2019
Loans (Rs.) (Rs.)

(a) Old Loans - 8,068,735

(b) Loan & Advances 292,790,292 1,676,201

(c) Staff Imprest 71,555 -

(d) Advance Salary 40,044 -

Total Amount 292,901,891 9,744,936

As at
Note 9 As at 31.03.2020 31.03.2019
Other Financial Asset (Rs.) (Rs.)

(a) FLDG* 17,760,175 -

(b) Security Deposit 2,160,205 1,780,395

(c) Advance Rent 12,000 -

(d) Advance Payment 161,600 -

Total Amount 20,093,980 1,780,395

* This amount is security with Lenders which includes Interest
there on.
As at
Note 10 As at 31.03.2020 31.03.2019
Other Current Assets (Rs.) (Rs.)

(a) Balance with Income Tax Authorities

3,186,739 4,228,303
(b) Accrued Interest on EMI, FD
4,208,922 1,398,071
(c) GST Input Credit
1,554,513 509,369

page 87
(d) Other Current Assets
440,166 53,895
(e) Inventory
48,322 1,596,414

Total Amount 9,438,662 7,786,052

As at
Note 11 As at 31.03.2020 31.03.2019
Borrowings (other than debt securities) (Rs.) (Rs.)

Unsecured Loan
Eclear Leasing & Finance Pvt Ltd -
Proceeds from Borrowing
80,000,000
Less: Repayment during the year
8,124,302
Less: Effect of Ind-AS 109
843,104 71,032,594

MAS Financials Services Ltd -

Proceeds from Borrowing
95,000,000
Less: Repayment during the year
5,208,333
Less: Effect of Ind-AS 109
1,226,104 88,565,563

Total Amount 159,598,157 -

As at
Note 12 As at 31.03.2020 31.03.2019
Current Liabilities(Net) (Rs.) (Rs.)

(a) PF/ESIC
451,285 37,203
(b) Professional Tax 1,800 1,000

(c) GST 40,822 14,400

(d) TDS 639,142 297,895

(e) Other Expense 2,818,246 727,736

Total Amount 3,951,295 1,078,234

As at
Note 13 As at 31.03.2020 31.03.2019
Provisions (Rs.) (Rs.)

Long Term
On Expected Credit Loss (Refer Note No. 30)
1,368,487 190,863
On Gratuity
825,284 -

Short Term
On Expected Credit Loss (Refer Note No. 30)
1,664,415 181,090
On Compensated Absences
244,382 -

Total Amount 4,102,568 371,953

As at
Note 14 As at 31.03.2020 31.03.2019
Deferred Tax Liability (Rs.) (Rs.)
Net Deferred tax Asset
- 655,471

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Net Deferred tax Liability
726,492 -

Net Amount 726,492 (655,471)

As at
Note 15 As at 31.03.2020 31.03.2019
Other Non-financial Liabilities (Rs.) (Rs.)

Deferred Revenue
213,814 -

Total Amount 213,814 -

As at
Note 16 As at 31.03.2020 31.03.2019
Share capital (Rs.) (Rs.)
Authorised Shares

2,50,00,000 (Previous Year 1,70,00,000) 250,000,000 170,000,000

Equity Shares of Rs. 10/- Each
Issued, Subscribed & fully Paid-up Shares

2,00,81,651 (Previous Year 1,67,43,459) 200,816,510 167,434,590

Equity Shares of Rs. 10/- Each

Total issued, subscribed and fully paid-up share capital 200,816,510 167,434,590
a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting period
As at 31.03.2020 As at 31.03.2019
Equity shares Number of Number of
(Rs.) (Rs.)
shares shares

At the beginning of the period 16,743,459 167,434,590 16,743,459 167,434,590

Issued during the period* 3,338,192 33,381,920 - -

Outstanding at the end of the period 20,081,651 200,816,510 16,743,459 167,434,590

* During the year company has issued one Bonus shares on 25.11.2019 for every 10 shares held. Further on 12.02.2020 company has
made issuance of 1663846 number of equity shares through preferential allotment at the price of Rs. 70 per share (face value- Rs.
10 per share)
b. Details of Shareholders holding more than 5 % Shares in the Company
As at 31.03.2020 As at 31.03.2019
Shareholder(s) holding more than 5%
Number of Number of
shares % of Holding % of Holding
Shares held Shares held

Moneyboxx Capital Pvt Ltd 68.31% 71.21%

13,718,524 11,923,459
As at
Note 17 As at 31.03.2020 31.03.2019
Other Equity (Rs.) (Rs.)

(a) Securities premium account

Opening balance 21,795,410 21,795,410

Transferred during the Year 99,830,760 -

Utilised during the Year 16,743,460 -

Closing balance 104,882,710 21,795,410

(b) Reserve Fund (as per RBI Guidelines)

Opening balance 1,517,609 1,077,706

Add/(Less): Transfer from Profit & Loss Account - 439,903

1,517,609 1,517,609

(c) Surplus / (Deficit) in Statement of Profit and Loss

page 89
Opening balance
(473,519) (2,357,234)
Add: Profit / (Loss) for the year
(35,480,143) 2,199,515
Add/(Less): Transfer to Reserve Fund (RBI) -
(439,903)
Adjustment on initial application of Ind AS- (663)
116 124,103

(35,954,325) (473,519)

Total Reserves and Surplus 70,445,994 22,839,500

For the year For the year
Note 18 ended ended
On 31.03.19
Interest Income On 31.03.20 (Rs.) (Rs.)

Interest on Loans & Advances 29,507,392 11,353,816

Interest on FDR's 4,943,159 2,664,919

Other Interest Income 289,083 -

Total Amount 34,739,634 14,018,735

For the year For the year
Note 19 ended ended
On 31.03.19
Sale of Services On 31.03.20 (Rs.) (Rs.)

Application & Loan Processing fees 2,225,654 1,312

Bouncing Charges 504,386 -

Pre-Payment charges 52,028 -

Franking 478,372 -

Total Amount 3,260,440 1,312

For the year For the year
Note 20 ended ended
On 31.03.19
Other Income On 31.03.20 (Rs.) (Rs.)

Sale of Shares 3,559,740 5,922,752

Interest on IT refund 91,579 -

Misc. Income 49,251 27,978

Total Amount 3,700,571 5,950,730

For the year For the year
Note 21 ended ended
On 31.03.19
(Increase)/Decrease in inventories On 31.03.20 (Rs.) (Rs.)
(Increase)/ Decrease

Closing Stocks 48,322 1,596,414

Less: Opening Stocks 1,596,414 8,135,394

Net (Increase)/Decrease 1,548,092 6,538,980

For the year For the year
Note 22 ended ended

page 90
 On 31.03.19
Finance Cost On 31.03.20 (Rs.) (Rs.)

Interest , Proc Fee & Doc Fee 5,785,554 -

Bank Charges 136,364 402

Pre-EMI Interest Paid 206,573 -

Penal Interest 62 -

Interest on Lease Liability 1,988,990 225,863

Total 8,117,543 226,265

For the year For the year
Note 23 ended ended
On 31.03.19
Employee Benefit Expense On 31.03.20 (Rs.) (Rs.)

Employees' emoluments (Includes Managerial remuneration):

– Salaries, wages and bonus 29,085,391 6,379,576

– Director's Remuneration 4,650,000 450,000

– Contribution to provident and other funds 1,884,050 23,069

– Staff welfare expenses 878,489 102,304

– Staff Insurance 609,228 -

– Gratuity 825,284 -

– Leave Encashment 246,632 -

Total 38,179,073 6,954,949

For the year For the year
Note 24 ended ended
On 31.03.19
Depreciation and amortization Expense On 31.03.20 (Rs.) (Rs.)

Depreciation during the year 4,793,540 773,766

Amortisation Expenses 646,570 444,000

Total 5,440,110 1,217,766

For the year For the year
Note 25 ended ended
On 31.03.19
Other expenses On 31.03.20 (Rs.) (Rs.)

Advertisement 53,408 -

Audit Fees 100,000 29,500

Bad Debts Written off 489,201 -

Boarding & Lodging 691,569 -

Car Insurance 32,245 25,141

Commission Expense 22,430 -

Credit Reporting Expense 494,649 -

Electricity charges 299,495 25,245

page 91
Event Management Exp 161,762 -

Freight Charges 83,850 -

Internet Charges 224,572 -

License Fee 1,156,448 -

Listing Fees & Membership Fees 1,080,280 311,800

Misc. Expense 99,890 72,112

Office Expense 1,717,000 330,512

Office Rent 909,001 177,500

Postage & Courier 491,023 35,970

Printer Rent 156,804 -

Printing & Stationery 638,695 171,717

Professional Charges 1,654,830 618,225

Rates & Taxes 2,564,104 411,038

Repair & Maintenance 167,000 42,363

Sitting Fees Independent Director 535,000 80,000

Stamp Paper Purchase 681,837 -

Telephone Expense 258,117 61,377

Travelling & Conveyance 5,089,848 791,302

19,853,058 3,183,802

Total 19,853,058 3,183,802

Note 26
As at
Auditors Remuneration includes fees in respect of: As at 31.03.2020 31.03.2019

Statutory Audit Fee 100,000 29,500

page 92
 MONEYBOXX FINANCE LIMITED
(FORMERLY DHANUKA COMMERCIAL LIMITED)
CIN : L30007DL1994PLC260191
REG. OFFICE :523-A SOMDUTT CHAMBER-II, 9 BHIKAJI CAMA PLACE, NEW DELHI-110066

Depreciation as per Schedule-II of Companies Act, 2013 Basis of Depreciation: Straight Line Method
Tangible Assets

GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

Less :
Transfer
PARTICULARS Additions During
As on Less: As on As on red As on As on As on
during the the
01.04.2019 Transfer 31.03.2020 01.04.2019 during 31.03.2020 31.03.2020 31.03.2019
period period
the
period

Computer
1,112,261 3,039,972 - 4,152,233 393,826 728,023 - 1,121,849 3,030,384 718,435
Furniture &
Fixture 558,478 2,061,547 14,000 2,606,025 11,052 149,396 - 160,448 2,445,577 547,426
Mobile
50,898 - - 50,898 40,185 8,168 - 48,353 2,545 10,713
Office Equipment
1,031,888 951,158 - 1,983,046 32,288 298,804 - 331,092 1,651,954 999,600
Leasehold
Improvement 1,271,645 1,570,477 - 2,842,122 63,582 646,569 - 710,151 2,131,971 1,208,063
Vehicle
1,903,237 - - 1,903,237 964,718 226,629 - 1,191,347 711,890 938,519
Current Year
5,928,407 7,623,154 14,000 13,537,561 1,505,651 2,057,58 - 3,563,240 9,974,321 4,422,756
9

Previous Year 2,364,355 3,564,052 - 5,928,407 1,075,463 430,188 - 1,505,651 4,422,756 1,288,892
Intangible
Assets
GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK
Less :
Transfer
PARTICULARS Additions During
As on Less: As on As on red As on As on As on
during the the
01.04.2019 Transfer 31.03.2020 01.04.2019 during 31.03.2020 31.03.2020 31.03.2019
period period
the
period
Software
- 87,200 - 87,200 - 2,309 - 2,309 84,891 -
Current Year
- 87,200 - 87,200 - 2,309 - 2,309 84,891 -
Capital Work in
Progress
GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK
Less :
Transfer
PARTICULARS Additions During
As on Less: As on As on red As on As on As on
during the the
01.04.2019 Transfer 31.03.2020 01.04.2019 during 31.03.2020 31.03.2020 31.03.2019
period period
the
period

Capital Work in
Progress* 1,823,750 8,315,031 - 10,138,781 - - - - 10,138,781 1,823,750

1,823,750 8,315,031 - 10,138,781 - - - - 10,138,781 1,823,750

Previous Year - 1,823,750 - 1,823,750 - - - - 1,823,750 -

* Refer Note No. 2 (12)(a) for the accounting policy on recognition of CWIP Assets.

page 93
Note No. 27 Related Party Disclosure with the parties as disclosed under IND-AS-24
a. List of Related Parties

Name of Related Party Nature of Relationship

Shyam Goel & Associates Related Concern

Moneyboxx Capital Private Limited Holding Company

Director & their relatives

Mr. Prashant Agarwal Whole-time Director

Mr. Mayur Modi Whole-time Director

Mr. Govind Gupta Director

Mr. Deepak Aggarwal Director

Mr. Sanjeev Mittal* Director

Mr. Mahesh Kumar Dhanuka** Director

Smt. Reena Bansal Relative

* Directors has resigned during the year
** Directors has resigned during the FY 2018-19

b. Key Management Personnel (KMP)

Name of Person Designation

Mr. Prashant Agarwal

Mr. Prashant Agarwal

Mr. Mayur Modi

Ms. Radhika Garg Company Secretary

c. Details of Transactions with related parties

Nature and Volume of Transactions Year 2019-20 Year 2018-19

Remuneration

Mr. Prashant Agarwal 22,69,800 -

Mr. Mayur Modi 24,21,600 4,53,600

Mr. Sanjeev Mittal - 12,80,000

Mr. Mahesh Kumar Dhanuka - 1,60,000

Smt. Reena Bansal - 4,76,000

Office Rent

Govind Gupta 3,50,000 -

Moneyboxx Capital Pvt Ltd 1,80,000 60,000

Reena Bansal - 1,05,000

Reimbursement of Expense

Mr. Prashant Agarwal 17,34,308 -

Mr. Mayur Modi 7,55,377 -

For Direct & Indirect Tax payment

Shyam Goel & Associates 52,22,267 -

page 94
Further, in addition to above transactions with related party, company has issued Bonus Shares
and do preferential allotment of shares. In this respect more detail is-

Name of Related Relation Nature of Transaction No. of Price Per Total

Party Share share Value
Moneyboxx Capital Holding Bonus issue 12,39,345 - -
Pvt Ltd Company
Preferential Issue 85720 70 60,00,400

Smt. Puja Agarwal Relative Preferential Issue 50,000 70 35,00,000

Mr. Nishant Agrawal Relative Preferential Issue 25000 70 17,50,000

Note 28 - Impact of COVID-19

The outbreak of COVID-19 pandemic across the globe & in India has contributed a significant decline
& volatility in the global & Indian Financial markets & Slowdown in the economic activities. Reserve
Bank of India ( RBI ) has issued guidelines relating to COVID 19 related to regulatory package dated
March 27, 2020 & April 17, 2020 in accordance there with the company has proposed a opt-in
Moratorium of three months on payments of all principal Instalments & interest as applicable falling
due between March 1, 2020 & May 31, 2020 to all eligible borrowers classified as Standard excluding
the collections already made in the month of March 2020. On May 22,2020, the RBI has further
announced extension of the Moratorium period by further three months which is currently under
evaluation by the Company. For all such accounts, where moratorium is granted, the asset
classification will remain at a standstill during the moratorium period. (i.e. the number of days past
due shall exclude the moratorium period for the purpose of asset classification).
Further the company has based on current information available & based on the policy approved by
the board determined the provision for impairment of Financial assets. Given the uncertainty over
potential macro-economic impact, the management has considered all the available internal &
external information including credit reports & economic forecasts upto the date of approval of these
financial results. Accordingly, the company has made provision for expected credit loss on financial
results as on 31.03.2020. Based on the current indicators of future economic conditions, the company
consider its provision to be adequate & expects to recover the carrying amount of these financial
assets.
The extent to which the COVID-19 pandemic will impact the company will depend upon
developments which are highly uncertain, including among other things, any new information
concerning the severity of COVID-19 pandemic & any new action to contain its spread or mitigate its
impact whether government mandated or elected by the company. The company will continue to
closely monitor & material changes to future economic conditions. Therefore, provisioning under
Ind-AS, known as expected credit loss (ECL) has been calculated by increasing the probability for
default from 1.5% to 2%. Additionally, company had raised equity capital through preferential issue in
Q4FY20, which has strengthened the balance sheet to sail through these uncertain times and also
our customer base who are opting for moratorium is significantly lower than Industry Standards.
Note No. 29 - First-time adoption of Ind AS
These are the Company’s first financial statements prepared in accordance with Ind AS.
The Company has prepared its Ind AS compliant financial statements for year ended on 31 March
2020, the comparative period ended on 31 March 2019 and an opening Ind AS Balance Sheet as at 1

page 95
April 2018 (the date of transition), as described in the summary of significant accounting policies. This
note explains the principal adjustments made by the Company in restating its previous GAAP
financial statements, including the Balance Sheet as at 1 April 2018 and the financial statements as
at and for the year ended 31 March 2019.
For periods ended up to the year ended 31 March 2019, the Company had prepared its financial
statements in accordance with the accounting standards notified under section 133 of the
Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014
(Previous GAAP).
(A) Mandatory exceptions and optional exemptions availed
Set out below are the applicable Ind AS 101 mandatory exceptions and optional exemptions applied
in the transition from previous GAAP to Ind AS, which were considered to be material or significant
by the Company
Mandatory exceptions
The Company has adopted all relevant mandatory exceptions set out in Ind AS 101 which are as
below:
(i) Estimates
Ind AS 101 prescribes that an entity’s estimates in accordance with Ind AS at the date of transition to
Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP
(after adjustments to reflect any difference in accounting policies), unless there is objective evidence
that those estimates were in error.
The Company’s Ind AS estimates as at the transition date are consistent with the estimates as at the
same date made in conformity with previous GAAP.
(ii) Derecognition of financial assets and financial liabilities
As set out in Ind AS 101, the Company has applied the derecognition requirements of Ind AS 109
prospectively for transactions occurring on or after the date of transition to Ind AS.
(iii) Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis
of the facts and circumstances that exist at the date of transition to Ind AS.
(iv) Impairment of financial assets
As set out in Ind AS 101, an entity shall apply the impairment requirements of Ind AS 109
retrospectively if it does not entail any undue cost or effort. The Company has assessed impairment
of financial assets in conformity with Ind AS 109.
Optional exemptions availed
(i) Leases
Appendix C to Ind AS 116 requires an entity to assess whether a contract or arrangement contains a
lease. In accordance with Ind AS 116, this assessment should be carried out at the inception of the
contract or arrangement. Ind AS 101 provides an option to make this assessment on the basis of facts
and circumstances existing at the date of transition to Ind AS, except where the effect is expected to
be material.
The Company has elected to apply this exemption for such contracts/arrangements.
(B) Reconciliations between Ind AS and previous GAAP are given below

page 96
Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for
previous periods. The following table represent the reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at date of transition 1 April 2018 and as at 31 March 2019

Particulars Previous Adjustments Ind AS
GAAP
Income
Revenue from operations
(i) Interest Income 1,40,18,735.00 - 1,40,18,735.00
(ii) Fees and commission income 46,723.00 -45,411.00 1,312.00
(iii) Others

Total revenue from operations (A) 1,40,65,458.00 -45,411.00 1,40,20,047.00

Other income 59,50,730.00 - 59,50,730.00

Total Income (A+B) 2,00,16,188.00 -45,411.00 1,99,70,777.00

Expenses
(i) Finance costs - 2,25,863.00 2,25,863.00
(ii) Fees and commission expense - - -
(iii) Impairment on financial instruments - - -
(iv) Employee benefits expenses 69,54,949.00 - 69,54,949.00
(v) Depreciation and Amortisation expenses 8,74,188.00 3,43,577.56 12,17,765.56
(vi) Other expenses 1,05,06,138.00 -7,82,954.00 97,23,184.00
Total Expenses (C) 1,83,35,275.00 -2,13,513.44 1,81,21,761.56

Profit before tax (A+B-C) 16,80,913.00 1,68,102.44 18,49,015.44

Tax Expense
(i) Current tax 2,12,334.00 - 2,12,334.00
(ii) Deferred tax [ (Asset) / Liability) -7,30,936.00 44,000.00 -6,86,936.00
Total tax expense -5,18,602.00 44,000.00 -4,74,602.00
Profit for the Period (D-E) 21,99,515.00 1,24,102.44 23,23,617.44
Other Comprehensive income
A (i) Items that will not be reclassified to profit and loss - - -

(ii) Income tax related to items that will not be reclassified - - -

to profit and loss
B (i) Items that will be reclassified to profit and loss - - -
(ii) Income tax related to items that will be reclassified to - - -
profit and loss
Total other comprehensive income, net of tax - - -

Total Comprehensive Income for the period (F+G) 21,99,515.00 1,24,102.44 23,23,617.44

page 97
Reconciliations between Ind AS and previous GAAP are given below

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for previous periods. The following table
represent the reconciliations from previous GAAP to Ind AS.

Reconciliation of equity as at date of transition 1 April 2018 and as at 31 March 2019

As at 31 March 2019 As at 1 April 2018

Particulars
Previous Adjustments Ind AS Previous djustment Ind AS
GAAP GAAP
ASSETS

Financials assets
(a) Cash and cash equivalents 16,52,97,403.00 - 16,52,97,403.00 2,66,55,864.45 - 2,66,55,864.45
(b) Bank balances other than (a) above - - - - - -
(c) Receivables - - - - - -
Trade receivables - - - - - -
Other receivables - - - - - -
(d) Loans 97,90,347.00 -45,411.00 97,44,936.00 14,87,81,376.00 - 14,87,81,376.00
(e) Invesments - - - - - -
(f) Other financial assets 17,80,395.00 - 17,80,395.00 32,43,653.20 - 32,43,653.20

Non- financial assets

(a) Current assets (net) 77,86,052.00 - 77,86,052.00 81,35,394.13 - 81,35,394.13
(b) Deferred tax assets (net) 6,99,471.00 -44,000.00 6,55,471.00 - -
(c) Property, plant and equipment 62,46,506.00 - 62,46,506.00 12,88,892.00 - 12,88,892.00
(d) Capital Work-in-Progress - - - - - -
(d) Right of Use Asset - 60,71,310.00 60,71,310.00 - - -
(e) Other Intangible assets - - - - - -
(f) Other non-financial assets - - - 4,44,000.00 - 4,44,000.00

Total Assets 19,16,00,174.00 59,81,899.00 19,75,82,073.00 18,85,49,179.78 - 18,85,49,179.78

LIABILITIES AND EQUITY

LIABILITIES
Financial liabilities
(a) Payables
(a) Trade payables - - - - - -
(i)Total outstanding dues of micro
enterprises and small enterprises - - - - - -
(ii)Total outstanding dues of
creditors other than micro
enterprises and small enterprises - - - - - -
(b) Other paybles - - - - - -
(i)Total outstanding dues of micro
enterprises and small enterprises - - - - - -
(ii)Total outstanding dues of crditors
other than micro enterprises and - - - - - -
(c) Debt securites - - - - - -
(d) Borrowings (other than debt - - - - - -
(e) Subordinated liabilities - - - - - -
(f) Lease Liability - - - - - -
(g) Other financial liabilities - - - - - -
-
-
Non-financial liabilities -
(a) Current liabilities (net) 10,78,234.00 - 10,78,234.00 1,95,289.38 - 1,95,289.38
(b) Provisions 3,71,953.00 - 3,71,953.00 3,71,953.00 - 3,71,953.00
(c) Deferred tax liabilities (net) - - - 31,465.00 - 31,465.00
(d) Other non-financial liabilities - 58,57,797.00 58,57,797.00 - - -

EQUITY
(a) Equity share capital 16,74,34,590.00 - 16,74,34,590.00 16,74,34,590.00 - 16,74,34,590.00
(b) Other equity 2,27,15,397.00 1,24,102.00 2,28,39,499.00 2,05,15,882.40 - 2,05,15,882.40

Total Liabilities and Equity 19,16,00,174.00 59,81,899.00 19,75,82,073.00 18,85,49,179.78 - 18,85,49,179.78

page 98
Reconciliation of total comprehensive income for the year ended 31 March 2019 summarised in
below table

Year

Particulars Ended

31.03.2019

Net Profit as reported under previous GAAP 21,99,515.00

Adjustments (Increasing/ Decreasing) net profits after tax as reported 0.00

under previous GAAP

Adoption of EIR or Amortization of Income & Expenses– financials assets at -45,411.00

amortized cost

Adoption of EIR or Amortization of Income & Expenses– financials Liabilities 0.00

at amortized cost

Adoption of Ind AS 116 on Interest expenses on lease Liability & Depreciation 2,13,513.44
on ROU

Expected Credit Loss less provision for standard assets already created 0.00

Effect of above Ind AS adoptions on Deferred Tax -44,000.00

Net Profit after Tax as per Ind AS 23,23,617.44

Other Comprehensive Income 0

Total Comprehensive Income 23,23,617.44

page 99
Note No. 30 – RBI ECL disclosure requirements
Expected Credit Loss is calculated as below:
ECL = Exposure at Default * Prob of Default * Loss Given Default
ECL = 3032.90 Lakhs * 2% *50% = ₹ 30.32 Lakhs

Asset Gross Loss Allowances Net Provisions Difference

Asset Classification as per classifica tion Carrying (Provisions) as Carrying required between Ind AS
RBI Norms as per Ind AS Amount as required under Amount as per 109
109 per Ind AS Ind AS 109 IRACP provisions and
norms IRACP norms

(1) (2) (3) (4) (5) = (3)-(4) (6) (7) = (4)-(6)

Performing Assets

Standard Stage 1 3032.90 30.32 3002.58 29.93 0.39

Stage 2 0 0 0 0 0

Subtotal 0 0 0 0 0

Non-Performing Assets
(NPA)

Substandard Stage 3 0 0 0 0 0

0 0 0 0 0

Doubtful - up to 1 year Stage 3 0 0 0 0 0

1 to 3 years Stage 3 0 0 0 0 0

More than 3 years Stage 3 0 0 0 0 0

Subtotal for doubtful 0 0 0 0 0

0 0 0 0 0

Loss Stage 3 0 0 0 0 0

Subtotal for NPA 0 0 0 0 0

Other items such as Stage 1 0 0 0 0 0

guarantees, loan
commitments, etc. which Stage 2 0 0 0 0 0
are in the scope of Ind AS
109 but not covered under 0 0 0 0 0
current Income Stage 3
Recognition, Asset
Classification and
Provisioning (IRACP)
norms

Subtotal 0 0 0 0 0

Stage 1

page 100
 Stage 2 0 0 0 0 0
Total
Stage 3 0 0 0 0 0

Total 3032.90 30.32 3002.58 29.93 0.39

Note No. 31 Contingent liabilities and commitments (to the extent not provided for)

Particulars 31/03/2020 31/03/2019

Estimated amount of contracts remaining to be executed 35 lakh approx 48 lakh approx

on capital account and not provided for

Note No. 32
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.

For GAUR & ASSOCIATES For and on behalf of the Board

Chartered Accountants Moneyboxx Finance Limited
(FRN-005354C)

(S.K. Gupta) Mayur Modi Deepak Aggarwal

Partner Whole-time Director, CEO& CFO Director
M.No.- 016746 DIN:08021679 DIN:03140334

Place - New Delhi Govind Gupta Radhika Garg

Date - 29/06/2020 Director Company Secretary
UDIN - 20016746AAAADC9259 DIN:00065603 M.No. 36587

page 101
16. Notice of Annual
General Meeting

page 102
 16. Notice of Annual General Meeting

MONEYBOXX FINANCE LIMITED

(Formerly Dhanuka Commercial Limited)
Registered Office: 523-A, Somdutt Chamber-II, 9, BhikajiCama Place New Delhi – 110066
CIN: L30007DL1994PLC260191 | Tel: 011-45657452|
info@moneyboxxfinance.com | www.moneyboxxfinance.com |

NOTICE

26th ANNUAL GENERAL MEETING

Notice is hereby given that the twenty sixth Annual General Meeting (AGM) of the Members of
Moneyboxx Finance Limited (formerly Dhanuka Commercial Limited) will be held on Monday,
December 21, 2020 at 11.30 am through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”), to transact the following business:

ORDINARY BUSINESSES:

Item No. 1: ADOPTION OF FINANCIAL STATEMENTS

To receive, consider and adopt the Audited Financial Statements of the Company which include
Balance Sheet as at 31 March, 2020, the Statement of Profit & Loss for the financial year ended on
that date together with schedules, annexures and notes thereon and the cash flow statement of the
Company and the report of the Board of Directors and the Statutory Auditors thereon.

Item No. 2: APPOINTMENT OF MR. GOVIND GUPTA (DIN: 00065603) AS A DIRECTOR LIABLE TO
RETIRE BY ROTATION

To re-appoint a director in place of Mr. Govind Gupta (DIN: 00065603), who retires by rotation and,
being eligible, offers himself for re-appointment.

SPECIAL BUSINESSES:

Item No. 3: TO APPOINT MR. ATUL GARG (DIN: 07093376) AS A DIRECTOR, CATEGORIZED AS
NON-EXECUTIVE DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:

page 103
“RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013, and the rules made
thereunder (including any statutory modifications or re-enactment(s) thereof, for the time being in
force) and the Articles of Association of the Company, Mr. Atul Garg (DIN: 07093376) who was
appointed as an Additional Director categorized as Non-Executive Director of the Company by the
Board of Directors (the “Board”) w. e. f. September 15, 2020 and who holds office upto the date of the
next Annual General Meeting, in terms of section 161 of the Companies Act, 2013 and is respect of
whom the Company has received a notice in writing from a member under section 160 of the
Companies Act, 2013, proposing his candidature for the office of Director, and who is eligible for
appointment, be and is hereby appointed as Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT Directors/Company Secretary of the Company, be and is hereby

severally authorized to file necessary returns/forms to the Registrar of Companies and to do all such
acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of
giving effect to the aforesaid resolution.”

Item No. 4: TO APPROVE THE APPOINTMENT AND REMUNERATION OF MR. DEEPAK AGGARWAL
(DIN: 03140334) AS THE WHOLE-TIME DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 read with Schedule V and other
applicable provisions, if any, of the Companies Act, 2013 ("the Act") and Rules made thereunder
(including any statutory modification(s) or re-enactment thereof, for the time being in force), the
relevant provisions of the Articles of Association of the Company and subject to such other approvals,
as may be necessary, the consent of the Members be and is hereby accorded to the appointment of
Mr. Deepak Aggarwal (DIN: 03140334) as the Whole-time director and Key Managerial Personnel
(KMP) of the Company for a period of 3 years w. e. f. September 15, 2020 and upon the following terms
and conditions including remuneration with further liberty to the Board of Directors of the Company
(hereinafter referred to as "the Board" which term shall be deemed to include any Committee
constituted / to be constituted by the Board) from time to time to alter the said terms and conditions
of appointment and remuneration of Mr. Deepak Aggarwal in the best interests of the Company and
as may be permissible at law, viz.:

A. Period: 3 years w. e. f. September 15, 2020.

B. Remuneration:

i. Basic Pay: Rs. 3,00,000 (Rupees Three Lakh only) per month with such increments as the
Board may decide from time to time, subject however to a ceiling of Rs. 3,50,000/- (Rupees
Three Lakh Fifty Thousand only) per month as Basic Salary.

ii. Annual Bonus as may be recommended by the Nomination and Remuneration Committee
and approved by the Board.

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 iii. Additional Conditions:
• Perquisites, HRA and other allowances and reimbursement of expenses on actual as per
Company’s policy.
• 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 in any
financial year shall not exceed the limit 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 wherein any financial year, the Company has no profits or its profits are
inadequate, the remuneration including the perquisites as aforesaid will be paid to Mr. Deepak
Aggarwal in accordance with the applicable provisions of Schedule V section II of the Act.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters
and things as may be deemed necessary to give effect to the above resolution.”

Registered Office: By Order of the Board of Directors

523-A, Somdutt Chamber-II, 9, For Moneyboxx Finance Limited
Bhikaji Cama Place, New Delhi – 110066 -- sd / --
(RadhikaGarg)
Date: November 03, 2020 Company Secretary & Compliance officer
Place: New Delhi M. No. 36587

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NOTES:
1. In view of the situation arising due to COVID-19 global pandemic, the Ministry of
Corporate Affairs (“MCA”) vide its circular dated May 5, 2020 read with circulars dated
April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) has permitted
the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the
physical presence of the Members at a common venue. In compliance with the
provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the AGM of
the Company is being held through VC / OAVM.
2. Since, the AGM is being conducted through VC/OAVM, there is no provision for
appointment of proxies. Accordingly, appointment of proxies by the members will not
be available
3. Corporate 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 info@moneyboxxfinance.com with a copy
marked to helpdesk.evoting@cdslindia.com
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. Explanatory Statement as required under Section 102(1) of the Companies Act, 2013 is
annexed.
6. Additional information, pursuant to Regulation 36 (3), of the Listing Regulations, in
respect of directors reappointing at the Annual General Meeting and Explanatory
Statement as required under Section 102 of the Companies Act, 2013, in respect of special
business under item numbers 3 and 4 of the Notice is appended hereto and forms part
of this Notice.
7. a) The Register of Members and Share Transfer Books of the Company will remain closed
from 15th December, 2020 21st December, 2020 (both days inclusive).
b) The remote e-voting period commences on Friday, December 18, 2020 (09:00 am) and
ends on Sunday, December 20, 2020 (05:00 pm). No e-voting shall be allowed beyond
the said date and time. During this period members of the Company, holding shares
either in physical form or in dematerialized form, as on the cut-off date of December 14,
2020, may cast their vote by remote e-voting.
8. Members holding shares in physical form are requested to intimate immediately to the
Registrar & Share Transfer Agent of the Company, MAS Services Limited, T-34, 2nd
Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020 Ph:- 011-26387281/82/83 Fax:-
011-26387384 quoting registered Folio No. (a) details of their bank account/change in
bank account, if any, and (b) change in their address, if any, with pin code number.

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 In case share are in demat form members are requested to update their bank detail with
their depository participant .
9. 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.
10. In respect of the matters pertaining to Bank details, ECS mandates, nomination, power
of attorney, change in name/address etc., the members are requested to approach the
Company’s Registrars and Share Transfer Agent, in respect of shares held in physical
form and the respective Depository Participants, in case of shares held in electronic form.
In all correspondence with the Company/Registrar and Share Transfer Agent, members
are requested to quote their folio numbers or DP ID and Client ID for physical or
electronic holdings respectively.
11. The documents referred to in the proposed resolutions are available for inspection at its
Registered Office of the Company during normal business hours on any working day
except Saturdays, upto the date of meeting.
12. SEBI has mandated the submission of Permanent Account Number (PAN) by every
participant in securities market. Members holding shares in electronic form are,
therefore, requested to submit their PAN to their Depository Participants with whom
they are maintaining their demat account. Members holding shares in physical form can
submit their PAN to the Company/Registrar.
13. Members who hold shares in multiple folios in identical names or joint holding in the
same order of names are requested to send the share certificates to the Registrar, for
consolidation into a single folio.
14. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020,
the Annual Report including audited financial statements for the financial year 2020
including notice of 26th 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

Holding Company, MAS Services Limited 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.

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 Demat Please contact your Depositary Participant (DP) and register your
Holding email address as per the process advised by DP.

15. Additional information, pursuant to SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 in respect of the Directors seeking appointment/re-
appointment is annexed to the notice.
16. 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.

INSTRUCTION FOR REMOTE E-VOTING, EVOTING AND JOINING OF AGM

THROUGH VIDEO CONFERENCING
(i) The shareholders need to visit the e-voting website http://www.evotingindia.com/.
(ii) Click on “Shareholders” module.
(iii) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered
with the Company.
(iv) Next enter the Image Verification as displayed and Click on Login.
(v) If you are holding shares in demat form and had logged on to www.evotingindia.com
and voted on an earlier e-voting of any company, then your existing password is to be
used.
(vi) If you are a first time user follow the steps given below:

For Shareholders holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as
physical shareholders)
● Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the
sequence/PAN number which is mentioned in email.

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 Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
Details format) as recorded in your demat account or in the company
records in order to login.
OR
● If both the details are not recorded with the depository or
Date of Birth
company please enter the member id / folio number in the
(DOB)
Dividend Bank details field as mentioned in instruction (iii).

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) Shareholders holding shares in physical form will then directly reach the Company
selection screen. However, shareholders holding shares in demat form will now reach
‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is also to be used
by the demat holders for voting on resolutions of any other company for which they are
eligible to vote, provided that the company opts for e-voting through CDSL platform. It
is strongly recommended not to share your password with any other person and take
utmost care to keep your password confidential.
(ix) For shareholders holding shares in physical form, the details can be used only for
remote e-voting on the resolutions contained in this Notice.
(x) Click on the EVSN for the Moneyboxx Finance Limited.
(xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same,
the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiii) After selecting the resolution on which you have decided to vote, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your
vote.
(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on
the Voting page.
(xvi) If a demat account holder has forgotten the login password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as
prompted by the system.
(xvii) Shareholders can also cast their vote using CDSL’s mobile app “m-Voting”. The m-
Voting app can be downloaded from respective Store. Please follow the instructions as
prompted by the mobile app while Remote Voting on your mobile.

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PROCESS FOR THOSE SHAREHOLDERS WHO WISH TO OBTAIN LOGIN
CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS
NOTICE BUT WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE
DEPOSITORIES:

1. For Physical shareholders- Kindly send an email with a scanned request letter duly
signed by 1st shareholder, scan copy of front and back of one share certificate, copy of
PAN card and Aadhar card to info@masserv.com.

2. For Demat shareholders - Kindly update your email id with your depository participant
and send copy of client master to info@masserv.com

INSTRUCTIONS FOR JOINING MEETING THROUGH VC:

(i) To join the meeting, the shareholders should log on to the e-voting website
http://www.evotingindia.com/ and login as explained above. After logging-in, kindly
click on 'live streaming' tab and you will be redirected to ‘cisco’ website.

In the “Name” field - Put your USERID as informed in e-email.

In the “last name” field - Enter your Name

In the “Email ID” field - Put your email ID

In the “Event password” field - Put the password as “cdsl@1234”

Click join now button.

Now screen will be displayed for downloading CISCO driver for VC. Please click on run
temporary file download. Downloading of driver will be start open driver and click on
run.

Event will start and you will be in the AGM through Video conferencing.

You can join meeting through laptop, tablet, and desktop.In case you want to join
through mobile, you need to download the webex meet app from the respective play
store .

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PRE-REQUISITE FOR JOINING OF MEETING THROUGH DESKTOP OR LAPTOP:

1. System requirement:

 Windows 7, 8 or 10

 I3

 Microphone, speaker

 Internet speed minimum 700 kbps

 Date and time of computer should be current date and time

PRE-REQUISITE FOR JOINING OF MEETING THROUGH MOBILE:

 Please download webex application from play store

NOTE: IT IS ADVISABLE TO LOGIN BEFOREHAND AT E-VOTING SYSTEM AS EXPLAINED IN

E-VOTING INSTRUCTIONSABOVE,TO BE FAMILIAR WITH THE PROCEDURE, SO THAT YOU
DO NOT FACE ANY TROUBLE WHILE LOGGING-INDURING THE AGM.

PROCEDURE FOR E-VOTING AND JOINING OF MEETING THROUGH VC

(EXPLAINED USING SCREENSHOTS):

i. The shareholders should log on to the e-voting website http://www.evotingindia.com/.

Below screen will be appear.

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ii. Press Shareholders/Members tab, after which the below screen will be appear.

iii. Enter user id as mentioned in your invite email, or read point number (iii) as given above.

Since you are a registered user, below screen will be appear. Enter your existing CDSL
password in password field.

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iv. In case you are 1st time user of CDSL e-voting system, then below screen will be
appear.

v. Enter your PAN and bank detail/DOB or follow instruction as given point number (vi)
above or mentioned in invite email; then below screen will be appear.

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vi. For e-voting, press EVSN number given in EVSN column; and for joining AGM through
video conferencing, click on “Click here” tab under the live streaming column.

E-voting screen will be shown as below, where you can cast your vote and press submit
button given at the bottom of the screen.

Screen for login into Video Conferencing is shown below:

Fill the details as:

In the “Name” field - Enter your USERID as given in email

In the “last name” field - Enter your Name

In the “Email ID” field - Put your email ID

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In the “Event password” field - Put the password as “cdsl@1234”

Click join now button.

You can join meeting through laptop, tablet, and desktop.In case you want to join through
mobile, you need to download the webex meet app from the respective play store .

vii. Once you click on ‘Join now’ tab, the following screen will be appear :

viii. Now, Kindly click on ‘Run a temporary application’, after which a Webex driver will get
downloaded. After downloading webex driver, run the application and you will be
directed to the AGM.

page 115
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES
ACT, 2013

Item No. 3

The Board had upon the recommendation of the Nomination and Remuneration
Committee, w. e. f. September 15, 2020 appointed Mr. Atul Garg (DIN: 07093376) as an
Additional Director categorized as Non-Executive Director of the Company.

As per the provision of the Section 160 of the Companies Act, 2013, a person who is not a
retiring director in terms of section 152 shall, subject to the provisions of Act, be eligible for
appointment to the office of a director at any general meeting, if he, or some member
intending to propose him as a director, left at the registered office of the company, a notice
in writing under his hand signifying his candidature as a director.

The Company has received notice in writing under the provisions of Section 160 of the
Companies Act, 2013, from a member proposing his candidature for the office of Director.
Company is also in receipt of a declaration in form DIR-8 confirming that he is not
disqualified under section 164 to act as the Director of the Companies Act, 2013.

A brief resume of Mr. Atul Garg as required under Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is set out as an Annexure-1 to
this Notice.

The Board recommends the resolution at No. 3 for approval by the Members by way of
Ordinary Resolution.

None of the Directors, Manager, Key Managerial Personnel & their relatives, except Mr. Atul
Garg, is in any way, concerned or interested, financially or otherwise, in the proposed
resolution.

Item No. 4

Pursuant to the provisions of Section 161 and all other applicable provisions, if any, of the
Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules,
2014, the Board of Directors at its meeting held on 12th October, 2018 had appointed Mr.
Deepak Aggarwal (DIN: 03140334) as an Additional Director categorized as Non-Executive
Director of the Company. Further he was regularized as a Director by the shareholders of
the Company in the meeting held on January 03, 2019.

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, and subject
to the approval of the shareholders, the Board of Directors at its meeting held on 15th

page 116
September, 2020, appointed Mr. Deepak Aggarwal (DIN: 03140334) as the Whole-time
Director(s) of the Company for a period of 3 years with effect from 15th September, 2020.

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 the adequate experience of Mr. Deepak Aggarwal, the Board recommends
confirmation of his appointment as Whole-time Director of the Company for a period of
three years with effect from 15th September, 2020 on the terms as to remuneration as set
out in the resolution being item No. 4 of the accompanying Notice subject to the approval
of the Shareholders of the Company.

The terms of remuneration to be paid to Mr. Deepak Aggarwal are considered to be fair, just
and reasonable and are commended for your approval.

The Company has incurred a net loss for the year ended 31st March, 2020.The Company is
taking all possible steps, but it may take some time for the situation to improve.
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 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.
(iii) A resolution has been passed at a general meeting of the Company.

The Nomination and Remuneration Committee at its meeting held on September 15, 2020
had already approved the remuneration payable to Mr. Deepak Aggarwal. Further, the
Company has not made any default in repayment of any of its debts or interest payable
thereon.

The Company has received consent in writing to act as Director in form DIR-2 pursuant to
Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 from Mr.
Deepak Aggarwal.

The Board recommends the resolution at No. 4 for approval by the Members by way of
Ordinary Resolution.

None of the Directors, Manager, Key Managerial Personnel & their relatives, except Mr.
Deepak Aggarwal, is in any way, concerned or interested, financially or otherwise, in the
proposed resolution.

page 117
THE SPECIFIED INFORMATION WHILE SEEKING APPROVAL/CONSENT OF THE
SHAREHOLDERS AS REQUIRED UNDERSECTION II, PART II of SCHEDULE V IS
LISTED OUT HEREINBELOW:

I. GENERAL INFORMATION

(1) Nature of Industry: Your Company is engaged to carry on its business activity (ies) as an
NBFC.

(2) Date or Expected Date of Commencement of Commercial Production: The operations

of the Company has commenced in the year 1995.

(3) In case of new Companies, expected date of commencement of activity as per

project approved by the financial institution: N.A.

(4) Financial Performance of the Company for Financial Year 2019 - 2020 based on given
indicators:

(In Lakh)

Particulars Amount
Net Sales 380.00
Other Income 37.01
Total Expenditure 757.99
Profit/Loss before Tax (340.98)
Profit/Loss after Tax (354.80)

(5) Foreign Investments or Collaborators: N.A.

II. INFORMATION ABOUT THE APPOINTEE

Particulars Mr. Deepak Aggarwal

(DIN: 03140334)

Background details Mr. Deepak Aggarwal, aged 41 years holds a

Bachelor’s degree in Commerce and he is also a fellow
member of the Institute of Chartered Accountants of
India and possessed a rich and varied experience of
over 17 years in the field of investment banking and
financial service sectors in various capacities.

page 118
Past Remuneration Not applicable as this is his first appointment as the
Whole-time Director in the Company.
Recognition or awards N.A.
Job Profile and his suitability Mr. Deepak Aggarwal will be responsible for overall
day to day management of the Company and shall be
vested with substantial power of management of
Company's affairs under the supervision and control
of the Board of Directors of the Company. Considering
the vast and versatile experience of Mr. Deepak
Aggarwal, he is very much suitable for the job profile.
Remuneration proposed It is proposed to appoint Mr. Deepak Aggarwal as
Whole-Time Director of the Company for the period
of three years starting from September 15, 2020 to
September 14, 2023. Keeping in view of his role and
responsibilities and role in the Company, it is
proposed to provide him salary as per schedule V
subject to amendment from time to time and
necessary approvals, if required, including Perquisites,
HRA and other allowances and Reimbursement of
expenses on actuals as per the policy of the Company.
He will be also entitled for annual Bonus as may be
applicable and decided by Nomination and
Remuneration Committee and Board of Directors.
Comparative remuneration For the responsibilities shouldered by Mr. Deepak
profile with respect to industry, Aggarwal as Whole-Time Director of the Company is
size of the company, profile of to execute the various day to day business affairs of
the position and person the Company, the remuneration of Mr. Deepak
Aggarwal compares favorably with the remuneration
paid to the Whole-Time Directors / business heads of
companies in similar industry having like sized and
similarly positioned businesses including business
volume, profit etc.
Pecuniary relationship directly Besides the remuneration proposed, Mr. Deepak
or indirectly with the company Aggarwal does not have any pecuniary relationship
or relationship with the with the Company. There are no managerial
managerial personnel, if any personnel related to him.

page 119
III. OTHER INFORMATION

1. Reasons of loss or inadequate profits: The Company is in its growth phase and hence
has had to incur cost related to branch expansion, infrastructure Human Resources and
Information Technology. All these expenditure 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 its very first year of operations and planned expansion, we would be able to
deliver sustainable profitability in coming years.
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 technology and 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 productivity and undertakes constant measures
to improve it. However, it is extremely difficult in the present scenario to predict profits in
measurable terms.
IV. DISCLOSURE

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 2019-2020:—

(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) 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.

page 120
 Annexure- 1

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE

ANNUAL GENERAL MEETING

[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]

Name of the Director Govind Gupta Atul Garg Deepak Aggarwal

DIN 00065603 07093376 03140334

Date of Birth 13/09/1975 21/05/1976 29/09/1979

Age 45 years 44 years 41 years

Date of first Appointment on 12/10/2018 15/09/2020 12/10/2018

the Board

Qualifications Bachelor's Degree in M.B.A. Bachelor's Degree in

Commerce and a Fellow Commerce and a Fellow
Member of the Institute of Member of the Institute of
Chartered Accountants of Chartered Accountants of
India India.

Expertise in specific Chartered Accountant with Having a rich experience of Chartered Accountant with
functional areas experience of more than 20 more than 20 Years in experience of more than 17
years in the field of tax and marketing a wide years in the field of
company law matters. spectrum of financial investment banking and
products. financial service sectors in
various capacities.

No. of Board Meetings 5 Nil 5

attended during the
(appointed w. e. f
financial year 2019-20
15/09/2020)

Directorships of other Board 3 2 3

Membership/Chairmanship Nil Nil Nil

of Committees of other
Board

Number of Shares held in Nil Nil Nil

the Company

Inter‐se relationship with As mentioned below* As mentioned below* As mentioned below*

other Directors, manager
and Key Managerial
Personnel

Terms and Conditions of - - As per the Appointment

appointment or re- Letter
appointment

Remuneration last drawn N.A. N.A. N.A.

*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:

page 121
Name Capacity

Mr. Govind Gupta Director & Member

Mr. PrashantAgarwal Director & Member

Mr. Deepak Aggarwal Director & Authorised representative of Member “Avancer Capital Partners Pvt. Ltd.”

Mr. Deepak Aggarwal Director & Member

Mr. MayurModi Member

Mr. Atul Garg Director & Member

Registered Office: By Order of the Board of Directors

523-A, Somdutt Chamber-II, 9, For Moneyboxx Finance Limited
Bhikaji Cama Place, New Delhi – 110066
-- sd / --
(Radhika Garg)
Company Secretary & Compliance Officer
M. No.36587
Date: November 03, 2020
Place: New Delhi

page 122
17. Contact us

Corporate Office Address

Wing A-906, Kanakia Wall Street, Chakala,

Andheri Kurla Road, Hanuman Nagar, Andheri East,
Mumbai – 400093, Maharashtra

+91-22 6829 0000

contact@moneyboxxfinance.com

www.moneyboxxfinance.com

page 123
THANK YOU

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