A Oneindia Venture

Directors Report of Morarka Finance Ltd.

Mar 31, 2025

The Board of Directors of your Company are pleased to present their Fortieth (40th) Report as a part of the Annual Report of your
Company together with the Audited Financial Statements of the Company for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

Particulars

For the year Ended
31/03/2025

For the year Ended
31/03/2024

Profit / (Loss) before tax

317.00

711.93

Less:

Current Tax (Including prior year tax)

68.57

54.78

Deferred Tax

(31.41)

25.56

Profit / (loss) after tax

279.84

631.59

Add:

Balance b/f from previous years

1876.76

1596.61

Less:

Appropriations

Transfer to reserve Fund u/s 45 IC of RBI Act

55.97

126.32

Dividend Paid

270.13

225.12

Balance carried to balance sheet

1830.50

1876.76

2. FINANCIAL PERFORMANCE:

For the financial year ended March 31,2025, your company has posted Profits of '' 279.84 lakhs compared to the profit for
the financial year ended March 31,2024 of '' 631.59 lakhs.

3. TRANSFER TO RESERVE:

As required by section 45-IC of the RBI Act 1934, the Company maintains a reserve fund and transfers there in a sum not
less than twenty per cent of its net profit every year as disclosed in the statement of profit and loss and before any dividend
is declared.

4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Subsidiary, Joint Ventures or Associate Companies.

5. DIVIDEND:

Your Board of Directors has recommended a final dividend of '' 1 per Equity share (i.e., 10%) for the financial year 2024-25.
The dividend, as recommended above, if approved at the AGM by the members, would be paid within thirty days from the
date of declaration of dividend to those Members/Beneficial holders whose names appear in the Register of Members as
on Book Closure date fixed for the said purpose.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of
dividend for the financial year ended 31st March, 2025 and the AGM. Book closure date has been indicated in the Notice
convening AGM.

As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the
shareholders at the applicable rates. For details, shareholders are requested to refer to the 40th Notice of Annual General
Meeting.

It the dividend, as recommended above, is declared by the Members at the ensuing AGM, the total outflow towards
dividend on Equity Shares for the year would be Rs. 45,02,100/-.

6. SHARE CAPITAL:

The paid up Equity Capital of your company as at March 31,2025 was '' 4,50,21,000/- The company has not issued any
shares with differential voting rights and it has not granted any stock options or sweat equity during the year under the
review. Further, none of the directors of the company hold instruments convertible into equity shares of the company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152(6) of the Companies Act, 2013 read with Schedule IV and Articles of the company, Shri G. R.
Morarka (DIN: 00002078) and Ms. K. Savitha Rao (DIN: 00001271), Directors of the Company retire by rotation and being
eligible offers themselves for re-appointment.

There is no change in the Key Managerial Personnel(s) of the Company as on March 31,2025.

Completion of tenure of Directors:

Shri B. J. Maheshwari, Shri Vijay S. Banka and Shri S.H. Nevatia, Independent Directors of the Company, completed their
second term of tenure with the Company with the conclusion of the 39th Annual General Meeting of the Company held
on September 23, 2024. Accordingly, they ceased to be the Directors of the Company with effect from September 24,
2024. The Board placed on record its appreciation for the extensive contribution rendered by the Independent Directors
during their tenure with the Company.

Appointment of Directors:

The Board of Directors of the Company at its meeting held on July 16, 2024, based on the recommendation of Nomination
and Remuneration Committee, had approved the appointment of Shri Prithviraj Natrajan Kokkarne (K. N. Prithviraj), Ms.
Nina Chatrath and Ms. Divya Rao as Additional Directors categorised as Non-Executive and Independent Directors of
the Company for a term of five consecutive years commencing from July 17, 2024 to July 16, 2029, which was approved
by the Shareholders in the 39th Annual General Meeting of the Company held on September 23, 2024.

Further, the Board of Directors of the Company at its meeting held on December 31,2024, based on the recommendation
of Nomination and Remuneration Committee and to fill the casual vacancy caused by resignation of Shri Prithviraj
Natrajan Kokkarne, had approved the appointment of Shri Arun Tulsian as Additional Director categorised as Non¬
Executive and Independent Director of the Company for a term commencing from December 31,2024 to July 16, 2029
which was approved by the Shareholders through Postal Ballot on February 13, 2025.

Resignation / Cessation of Director:

Shri Prithviraj Natrajan Kokkarne (K. N. Prithviraj) resigned from the Independent directorship of the company, with
effect from 30th November 2024, due to health issues in his family.

All the disclosures relating to appointment and resignation was filed with BSE & ROC within stipulated timelines.
Declaration from Independent Directors:

Pursuant to the requirements of section 149(7) of the Companies Act, 2013, the company has received the declarations
from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section
149(6) of the Companies Act, 2013.

8. CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business of the company during the financial year under review.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments that occurred after the close of the year till the date of this Report,
which affected the financial position of the Company.

10. CORPORATE SOCIAL RESPONSIBILITY:

The company is not falling in the purview of criteria specified in section 135(1) of the Companies Act, 2013 and hence the
requirements pertaining to section 135 of the Companies Act, 2013 is not applicable to the company during the financial
year under review.

11. HUMAN RESOURCES:

The company is having six Directors, Chief Executive Officer, Chief Finance Officer and Company Secretary being key
managerial personnel under Section 203 of the Companies Act, 2013. All are experts in their relevant fields. Company''s
well-disciplined workforce which has served the company for years, lies at the very foundation of the company''s major
achievements.

12. BUSINESS RISK MANAGEMENT:

Over the period, company has been following the principle of risk minimization as is the norm in every sector, it is a gist for
company growth and long-term survival in this competitive cosmos.

In terms of requirements of RBI - Scale Based Regulations, 2021 (SBR), a Risk Management Committee (RMC) was required
to be constituted and the same was constituted by the Company as on February 02, 2022 and which is re-constituted by
the Board of Directors in its meeting held on October 15, 2024, having following members:

1. Shri G. R. Morarka - Chairman

2. Ms. Priyanka G. Morarka - Member

3. Ms. K Savitha Rao - Member

The Board of Directors were informed about risk assessment and minimization procedures after which the Board formally
accepted steps for framing, implementing and monitoring the risk management plan for the company. The main objective
is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and
resolving risks associated with the business. In today''s challenging and competitive environment, strategies for mitigating
inherent risks in accomplishing the growth plans of the Company are imperative.

Your Company has identified these risks and guarded itself by adopting a range of strategies and measures to reduce the
impact of such risks. Few risks listed are as follows: Operational Risk, Credit Risk, Business Risk, Regulatory Risk, Human
Capital Risk, Cybersecurity Risk.

13. INTERNAL FINANCIAL CONTROL & THEIR ADEQUACY:

The Company has put in place adequate system of internal financial control to safeguard and protect from loss, unauthorized
use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company reviews and verifies the internal financial control and
monitors them in commensurate with the size and nature of operations of the company. During the year under review, such
controls were tested and no reportable material weakness in the design or operation was observed.

14. WHSITLE BLOWER POLICY OR VIGIL MECHANISM:

The company has put in place a whistle blower policy pursuant to which employees of the company can raise their
concerns pertaining to fraud, malpractice, or any other activity or event which is against the interest of the company.
Details of complaints received and the action taken will be reviewed by the Audit Committee. Whistle Blower Mechanism''s
functioning is reviewed by the Audit Committee from time to time. None of the company''s employees are denied access to
Audit Committee. No complaints were received under the said policy during the financial year 2024-25. The policy is placed
at the website at https://www.morarkafinance.in/static-data/2019-20/Whistle-Blower-Policy.pdf

15. PERFORMANCE EVALUATION OF BOARD & ITS COMMITTEES:

Pursuant to the requirements of Regulation 17 (10) and Regulation 4(2)(f)(ii) of SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015 read with Schedule IV of Companies Act, 2013, the Company conducted performance
evaluation of the Board, its Committees and of individual Directors, by circulating Google Forms to seek their response.

The performance of the Board and Committees were evaluated by the Board with the help of inputs received from all
the Directors and the Committee members on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, exercise of responsibilities in a bona fide manner in the
interest of the Company, striving to attend meetings of the Board of Directors/Committees of which he/she is a member/
general meetings, participating constructively and actively in the meetings etc.

The Company had provided facility of performance evaluation to Directors through online platform for convenience of the
Board members. So far as the performance evaluation of independent directors are concerned, the same is done by Board.
The Chairman is evaluated by the independent directors. The board and Independent Directors have expressed that they
are satisfied with the process of evaluation.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company have constituted Nomination and Remuneration Committee (NRC) as required under Section 178 of
the Companies Act, 2013 which recommends the appointment/ re-appointment of Directors to the Board. The NRC is
responsible to identify persons who are qualified to become directors on the Board and to evaluate them on criteria such
as academic qualifications, previous experience, track record and integrity of the persons identified, before recommending
their appointment to the Board. The Board in consultation with the NRC decides the remuneration policy for Directors. The
Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

The remuneration policy of the company, duly reviewed and recommended by the Nomination and Remuneration committee
has been articulated in line with the requirements of the Companies Act, 2013 and placed on below mentioned weblink:
https://www.morarkafinance.in/static-data/2019-20/Nomination-and-Remuneration-Policy.pdf

The company''s Remuneration policy is aligned to its business strategy, market dynamics, internal characteristics and
complexities within the organization. The ultimate objective is to provide a fair and transparent structure that helps the
organization to retain and acquire the talent pool critical in building competitive advantage and brand equity.

The company has not paid any remuneration to its Non-Executive Directors during the financial year under review. The
Company has paid sitting fees to its Non-Executive & Independent Directors for attending meetings of the Board and its
Committees. Also, Non-Executive & Independent Directors are reimbursed with expenses incurred by them for attending
any physical meetings of the Board and its Committees at actuals. The remuneration payable to the Non-Executive
Directors and Independent Directors is governed by the provisions of the Companies Act, 2013. The company does not
have any subsidiary and hence holding of directorships by any of the directors in subsidiary is not applicable. Policy on
Terms of Appointment of Independent Directors is placed at https://www.morarkafinance.in/static-data/2019-20/Terms-
and-Conditions-of-appointment-of-Independent-Directors.pdf

17. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Five (5) times during the financial year on May 17, 2024, July 16, 2024, October
15, 2024, December 31, 2024 & January 20, 2025. The maximum gap between two Board meetings did not exceed 120
days.

18. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary
course of business. There were no materially significant related party transactions with the Company''s Promoters,
Directors, Management, or their relatives, which could have had a potential conflict with the interests of the Company.
Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a
foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted were placed before
the Audit Committee and the Board of Directors for their approval on quarterly basis.

Further, transactions entered with related parties have been disseminated in the format prescribed by stock exchanges
pursuant to Regulation 23 of Listing Regulations. The details of the Related Party Transactions as per Indian Accounting
Standards are set out in the Financial Statements of the Company. Form AOC - 2 pursuant to Section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the
“Annexure I" to this
report.

The Board of Directors of the Company has on the recommendation of the Audit Committee amended the policy on related
party transactions at its meeting held on January 20, 2025, to align it with SEBI (LODR) (Third Amendment) Regulations,

2024 on December 12, 2024 and Regulation 23. This policy regulates all the transactions between the Company and
its Related Parties in compliance with the applicable provisions of the Companies Act 2013, the rules thereunder and
the Listing Regulations and the same is placed on below mentioned weblink: https://www.morarkafinance.in/static-
data/2024-25/Policy-on-Related-Party-Transactions.pdf

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status
of the Company and its future operations.

20. STATEMENT OF DIRECTOR''S RESPONSIBILITIES:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied
consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year
ended on that date;

c. that proper and sufficient care has been taken 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

21. BOARD COMMITTEES:

In compliance with the requirement of applicable laws and as a part of best governance practices, the Company has
constituted following Committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders'' Relationship Committee

The further details as to number of meetings of the Committees, their dates etc. are provided in the Corporate Governance
Report.

22. CORPORATE GOVERNANCE:

A separate section on Corporate Governance as stipulated under Schedule V (C) of the SEBI Listing Regulations forms
part of this report. The Corporate Governance Report along with the requisite certificate from the statutory auditors of the
Company confirming compliance with the conditions of corporate governance as stipulated under SEBI Listing Regulations
forms part of this Annual Report.

23. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in form MGT-7 is provided on the website of the
Company and same can be view at this link: https://www.morarkafinance.in/static-data/2024-25/Form-MGT-7-31032025-
Website.pdf

24. PARTICULARS OF EMPLOYEE:

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration for the financial year
under review is attached herewith and marked as ''''
Annexure II".

The company has not paid any remuneration to its Non-Executive Directors during the financial year under review. The
Company has paid sitting fees to its Non-Executive & Independent Directors for attending meetings of the Board and its
Committees, details of which has been provided in the Corporate Governance Report.

The CFO is on deportation & is remunerated by the flagship group Company - Dwarikesh Sugar Industries Limited. Besides
this, there are only two employees i.e. CS & CEO in the Company & the remuneration details of same is disclosed in
“Annexure II".

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the
company.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under
review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

26. MSME RETURN

MCA vide order dated 22nd January, 2019 directed all companies, who get supplies of goods or services from micro and
small enterprises and whose payments to micro and small enterprise suppliers exceed forty-five days during the year. The
Company was not required to file MSME Return as all payments were made within prescribed time to our vendors and
there were no vendors with MSME Registration.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable to the company. The
company does not have any foreign exchange earnings and expenditure.

28. AUDITORS:

STATUTORY AUDITORS

M/s Jayesh Dadia & Associates LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No.121142W/
W100122
were appointed as the Statutory Auditors of the Company at the AGM held on June 28, 2022, to hold office until
conclusion of the 42nd AGM, are ratified for the Financial Year 2025-26. As required under the provisions of Section 139 of
the Companies Act, 2013, the Company has obtained written confirmation from M/s Jayesh Dadia & Associates LLP that
their appointment is made in conformity with the limits specified in the said Section.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed
M/s. V K M & Associates (CP No.:4279,
FCS: 5023)
, Company Secretaries to undertake the secretarial audit for the financial year 2024-25 of the company.
The Secretarial Audit Report is annexed herewith as "
Annexure III". The observations in the said report are self¬
explanatory and no further comments/explanations are called for. The Secretarial Audit Report does not contain any
qualification or adverse remarks.

Pursuant to the provisions of Regulation 24A of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations, 2024, every listed entity must ensure they follow the rules
for the appointment, reappointment, and continuation of the Secretarial Auditor. Accordingly, in compliance of the said
amendment, your Directors have proposed appointment of
M/s VKM & Associates, Practicing Company Secretaries (FCS
No. F-5023 & COP No.4279), Practicing Company Secretaries Mumbai
, as Secretarial Auditor of the Company to hold the
office from the conclusion of the 40th Annual General Meeting (AGM) till the conclusion of 45th AGM of the company at the
remuneration to be fixed by the Board of Directors of the company. The Company has obtained Peer Review, Consent and
Eligibility Certificate from the Secretarial Auditor.

29. AUDITOR''S REPORT

There are no adverse remarks or observations of the Statutory Auditors in their Report.

30. MANAGEMENT DISCUSSON AND ANALYSIS:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
listing regulations of Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this
report.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees or investments are made under Section 186 of the Act during the year.

32. PUBLIC DEPOSITS

The Company is an NBFC - ND and hence does not have any fixed deposits at the beginning of the year in terms of Section
74 of the Companies Act, 2013. The Company did not accept any deposits during the year.

33. LISTING:

The Company''s Equity Shares are listed on Bombay Stock Exchange Limited (BSE).

34. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and
highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct
for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing
with ethical issues and also foster a culture of accountability and integrity. All the Board Members and Senior Management
Personnel have confirmed compliance with the Code. The Code is in accordance with the requirements of Listing
Regulations and has been posted on the Company''s website at https://www.morarkafinance.in/static-data/2019-20/
code-of-conduct.pdf

35. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act,
2013 & Rules framed thereunder either to the Company or to the Central Government.

36. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees
and overwhelming support extended by the shareholders.

By order of the Board
FOR MORARKA FINANCE LIMITED

G. R. MORARKA
CHAIRMAN

(DIN : 00002078)

PRIYANKA G. MORARKA

Place : Mumbai DIRECTOR

Date : May 08, 2025 (DIN : 00001088)


Mar 31, 2024

The Directors are pleased to present their Thirty Ninth (39th) Annual Report to the members together with the Audited Financial Statements of the Company for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

[Amount in '' lakhs]

Particulars

For the year Ended 31/03/2024

For the year Ended 31/03/2023

Profit /

(Loss) before tax

711.93

547.32

Less:

Current Tax

54.76

68.54

Provision for taxation earlier year

0.02

3.51

Deferred Tax

25.56

7.22

Profit / (loss) after tax

631.59

468.05

Add:

Balance b/f from previous years

1596.61

1402.25

Less:

Appropriations

-

-

Transfer to reserve Fund u/s 45 IC of RBI Act

126.32

93.61

Dividend Paid

225.12

180.08

MAT Credit Balance Written-off

Nil

Nil

Balance carried to balance sheet

1876.76

1596.61

2. FINANCIAL PERFORMANCE:

For the financial year ended March 31,2024, your company has posted Profits of '' 631.59 lakhs compared to the profit for the financial year ended March 31,2023 of '' 468.05 lakhs.

3. TRANSFER TO RESERVE:

As required by section 45-IC of the RBI Act 1934, the Company maintains a reserve fund and transfers there in a sum not less than twenty per cent of its net profit every year as disclosed in the statement of profit and loss and before any dividend is declared.

4. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Subsidiary, Joint Ventures or Associate Companies.

5. DIVIDEND:

Your Board of Directors has recommended dividend of '' 6 per Equity share (i.e., 60%) for the financial year 2023-24.

SEBI, vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from April 01,2024, upon their furnishing all the aforesaid details in entirety.

6. SHARE CAPITAL:

The paid up Equity Capital of your company as at March 31, 2024 was '' 4,50,21,000/- The company has not issued any shares with differential voting rights and it has not granted any stock options or sweat equity during the year under the review. Further, none of the directors of the company hold instruments convertible into equity shares of the company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152(6) of the Companies Act, 2013 read with Schedule IV and Articles of the company, Ms. Priyanka G. Morarka (DIN: 00001088), Director of the Company retire by rotation and being eligible offers herself for re-appointment.

The Board of Directors of the Company at its meeting held on July 16, 2024, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of Shri Prithviraj Natrajan Kokkarne (K. N. Prithviraj), Ms. Nina Chatrath and Ms. Divya Rao as Additional Directors categorised as Non-Executive and Independent Directors of the Company for a term of five consecutive years commencing from July 17, 2024 to July 16, 2029, subject to the approval of members at its ensuing AGM.

There is no change in the Key Managerial Personnel(s) of the Company as on March 31,2024.

The brief resume/details relating to Directors who are to be appointed / re-appointed as above are furnished in the Notice of the Annual General Meeting.

Declaration from Independent Directors:

Pursuant to the requirements of section 149(7) of the Companies Act, 2013, the company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in section 149(6) of the Companies Act, 2013.

Completion of tenure of Directors:

Shri B. J. Maheshwari, Shri Vijay S. Banka and Shri S.H. Nevatia, Independent Directors of the Company, would complete their second term of tenure with the Company with the conclusion of Annual General Meeting of the Company to be held on September 23, 2024. Accordingly, they would cease to be the Directors of the Company with effect from that date. The Board places on record its appreciation for the extensive contribution rendered by the Independent Directors during their tenure with the Company.

8. CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business of the company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No Material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

10. CORPORATE SOCIAL RESPONSIBILITY:

The company is not falling in the purview of criteria specified in section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to section 135 of the Companies Act, 2013 is not applicable to the company.

11. HUMAN RESOURCES:

The company is having six Directors, Chief Executive Officer, Chief Finance Officer and Company Secretary being key managerial personnel under Section 203 of the Companies Act, 2013. All are experts in their relevant fields. Company''s well-disciplined workforce which has served the company for years lies at the very foundation of the company''s major achievements.

12. BUSINESS RISK MANAGEMENT:

Over the period of time, company has been following the principle of risk minimization as is the norm in every sector, it is a gist for company growth and long-term survival in this competitive cosmos.

In terms of requirements of RBI - Scale Based Regulations, 2021 (SBR), a Risk Management Committee (RMC) was required to be constituted and the same was constituted by the Company as on February 02, 2022 having following members:

1. Shri B. J. Maheshwari - Chairman

2. Shri Vijay S. Banka - Member

3. Ms. Priyanka G. Morarka - Member

The Board members were informed about risk assessment and minimization procedures after which the Board formally accepted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, Competition, Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

13. SYSTEM OF INTERNAL CONTROL & THEIR ADEQUACY:

The Company has put in place adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures in commensurate with its size and nature of its business.

14. WHSITLE BLOWER POLICY OR VIGIL MECHANISM:

The company has put in place a whistle blower policy pursuant to which employees of the company can raise their concerns pertaining to fraud, malpractice, or any other activity or event which is against the interest of the company. Details of complaints received and the action taken are reviewed by the Audit Committee. Whistle Blower Mechanism''s functioning is reviewed by the Audit Committee from time to time. None of the company''s employees are denied access to Audit Committee. No complaints were received under the said policy during the financial year 2023-24. The policy is placed at the website at https://www.morarkafinance.in/static-data/2019-20/Whistle-Blower-Policy.pdf

15. PERFORMANCE EVALUATION OF BOARD:

As per the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into account various aspects of Board''s functioning, composition of board together with its committees, culture, execution and performance of specific roles, duties and obligation. So far as the performance evaluation of independent directors are concerned, the same is done by Board. The Chairman is evaluated by the independent directors. The board has expressed that they are satisfied with process of evaluation.

16. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company have constituted Nomination and Remuneration Committee (NRC) as required under Section 178 of the Companies Act, 2013 which recommends the appointment of Directors to the Board. The NRC is responsible to identify persons who are qualified to become directors on the Board and to evaluate them on criteria such as academic qualifications, previous experience, track record and integrity of the persons identified, before recommending their appointment to the Board. The compensation policy of the company, duly reviewed and recommended by the Nomination and Remuneration committee has been articulated in line with the requirements of the Companies Act, 2013 and placed on below mentioned weblink: https://www.morarkafinance.in/static-data/2019-20/Nomination-and-Remuneration-Policy.pdf

The company''s compensation policy is aimed to attract, retain, reward and motivate talented individuals, critical for achieving strategic goals and long-term success. Remuneration policy is aligned to business strategy, market dynamics, internal characteristics and complexities within the organization. The ultimate objective is to provide a fair and transparent structure that helps the organization to retain and acquire the talent pool critical in building competitive advantage and brand equity. The compensation system also considers factors like roles, skills / competencies, experience and grade/ seniority to differentiate pay appropriately on the basis of contribution, skill and availability of talent on account of competitive market forces.

The company pays sitting fees to its Non-Executive & Independent Directors for attending meetings of the Board and its Committees. Non-Executive & Independent Directors are also reimbursed with expenses incurred by them for attending meetings of the Board and its Committees at actuals. The remuneration payable to the Non-Executive Directors and Independent Directors is governed by the provisions of the Companies Act, 2013. The company does not have any subsidiary and hence holding of directorships by any of the directors in subsidiary is not applicable. Policy on Terms of Appointment of Independent Directors is placed at:

https://www.morarkafinance.in/static-data/2019-20/Terms-and-Conditions-of-appointment-of-Independent-Directors.pdf

17. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Four (4) times during the year, April 25, 2023, July 18, 2023, October 18, 2023 & January 19, 2024.

18. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management, or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed herewith and marked as Annexure I.

The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the rules thereunder and the Listing Regulations and placed on below mentioned weblink: https://www.morarkafinance.in/static-data/2019-20/Policy-on-Related-Party-Transactions.pdf

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

20. STATEMENT OF DIRECTOR''S RESPONSIBILITIES:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

21. CORPORATE GOVERNANCE:

A separate section on Corporate Governance as stipulated under Schedule V (C) of the SEBI Listing Regulations forms part of this report. The Corporate Governance Report along with the requisite certificate from the statutory auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI Listing Regulations forms part of this Annual Report.

22. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in form MGT-7 is provided on the website of the Company and same can be view at this link https://www.morarkafinance.in/static-data/2023-24/Form-MGT-7-31032024-MFL.pdf

23. PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached herewith and marked as Annexure II.

All the Non-Executive Directors of the company, due to financial constraints being faced by the company, have relinquished their remuneration. Further, only sitting fees has been paid to the directors of the Company during the year. The CFO is on deportation & is remunerated by the group Company. Besides this, there are only two employees i.e. CS & CEO in the Company & the same is disclosed in Annexure II.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has put in place internal policy on Anti Sexual Harassment. No complaints have been received under this policy during the year.

25. MSME RETURN

MCA vide order dated 22nd January, 2019 directed all companies, who get supplies of goods or services from micro and small enterprises and whose payments to micro and small enterprise suppliers exceed forty five days during the year. The Company is not required to file MSME Return as all payments have been done within prescribed time.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable to the company. The company does not have any foreign exchange earnings and expenditure.

27. AUDITORS:

STATUTORY AUDITORS

M/s Jayesh Dadia & Associates LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No.121142W/ W100122 were appointed as the Statutory Auditors of the Company at the AGM held on June 28, 2022, to hold office until conclusion of the 42nd AGM, are ratified for the Financial Year 2024-25. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Jayesh Dadia & Associates LLP that their appointment is made in conformity with the limits specified in the said Section.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V K M & Associates (CP No.:4279, FCS: 5023), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure III. The observations in the said report are self-explanatory and no further comments/explanations are called for.

28. AUDITOR''S REPORT

There are no adverse remarks or observations of the Statutory Auditors in their Report.

29. MANAGEMENT DISCUSSON AND ANALYSIS:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and listing regulations of Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

No Loans, Guarantees or investments are made under Section 186 of the Act during the year.

31. PUBLIC DEPOSITS

The Company is an NBFC - ND and hence does not have any fixed deposits at the beginning of the year in terms of Section 74 of the Companies Act, 2013. The Company did not accept any deposits during the year.

32. LISTING:

The Company''s Equity Shares are listed on Bombay Stock Exchange Limited (BSE).

33. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

34. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 & Rules framed thereunder either to the Company or to the Central Government.

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

By order of the Board FOR MORARKA FINANCE LIMITED

G. R. MORARKA CHAIRMAN

(DIN : 00002078)

B. J. MAHESHWARI

Place : Mumbai DIRECTOR

Date : July 16, 2024 (DIN : 00002075)


Mar 31, 2016

To

The Shareholders,

MORARKA FINANCE LIMITED

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31 st March, 2016.

1. FINANCIAL RESULTS:

[IN Rs,]

For the year Ended 31/03/2016

For the year Ended 31/03/2015

Profit / (Loss) before tax

1,72,923

(98,753)

Less:

Provision for taxation for the year

-

-

Provision for taxation earlier year

-

-

Deferred Tax

73,375

2,76,737

Fringe Benefit Tax

-

-

Profit / (loss) after tax

99,548

(3,75,490)

Add:

Balance b/f from previous years

3,66,57,941

3,70,33,431

Amount available for Appropriation Appropriations:

Proposed Dividend :

3,67,57,489

3,66,57,941

- On Equity Shares

-

-

Additional Dividend Tax

-

-

Balance Carried over to next year

3.67.57.489

3.67.57.489

3.66.57.941

3.66.57.941

2. FINANCIAL PERFORMANCE:

For the financial year ended March 31, 2016, your company has posted profit after tax of Rs, 1 lakh compare to the losses for the financial year ended March 31, 2015 of Rs, 3.75 lakhs. Hence compare to previous year, the company has performed better.

3. SUBSIDIARIES COMPANIES:

Your Company has no subsidiaries.

4. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company during the year.

5. SHARE CAPITAL:

The paid up Equity Capital of your company as at March 31, 2016 was Rs, 4,50,21,000. The company has not issued any shares with differential voting rights and it has not granted any stock options or sweat equity during the period under the review. Further, none of the directors of the company hold instruments convertible into equity shares of the company.

6. DIRECTORS:

Pursuant to section 149 of the Companies Act, 2013 read with schedule IV and Articles of the company, Ms. Priyanka Morarka, and Shri G. R. Morarka Directors retire by rotation and being eligible offer themselves for re-appointment. The company has received declarations from all the independent directors of the company confirming the fact that they meet the criteria of independence mentioned under section 149(6) of the Companies Act, 2013.

7. CORPORATE SOCIAL RESPONSIBILITY:

The company is not falling in the purview of criteria specified in section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to section 135 of the Companies Act, 2013 is not applicable to the company.

8. HUMAN RESOURCES:

The company is having five directors, chief executive officer, chief finance officer and company secretary being key managerial personnel under section 203 of the Companies Act, 2013. All are experts in their relevant fields. Company’s well disciplined workforce which has served the company for years lies at the very foundation of the company’s major achievements and shall well continue for the years to come.

9. BUSINESS RISK MANAGEMENT:

Over the period of time, company has been following the principle of risk minimization as is the norm in every sector, it is a gist for company growth and long term survival in this competitive cosmos. The Board members were informed about risk assessment and minimization procedures after which the Board formally accepted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

10. SYSTEM OF INTERNAL CONTROL & THEIR ADEQUACY:

The Company has put in place adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. Even through this non-production period the Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

11. WHSITLE BLOWER POLICY OR VIGIL MECHANISM:

The company has put in place a whistle blower policy pursuant to which employees of the company can raise their concerns pertaining to fraud, malpractice, or any other activity or event which is against the interest of the company. Details of complaints received and the action taken are reviewed by the Audit Committee. Whistle Blowers Mechanism’s functioning is reviewed by the Audit Committee from time to time. None of the company’s employees are denied access to audit committee.

12. EVALUATION OF BOARD:

As per the provisions of the Companies Act, 2013, a structured questionnaire was prepared after taking into account various aspects of Board’s functioning, composition of board together with its committees, culture, execution and performance of specific roles, duties and obligation. So far as the performance evaluation of independent directors are concerned, the same is done by board. The chairman and executive directors are evaluated by the independent directors. The board has expressed that they are satisfied with process of evaluation.

Declaration from Independent Directors:

Pursuant to the requirements of section 149(7) of the Companies Act, 2013, the company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in section 149(6) of the Companies act, 2013.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company is having Nomination and Remuneration Committee (NRC) as required under section 178 of the Companies Act, 2013 which recommends the appointment of Directors to the Board. The NRC is having onus to identify persons who are qualified to become directors on the Board and to evaluate criteria such as academic qualifications, previous experience, track record and integrity of the persons identified before recommending their appointment to the Board. The compensation policy of the company, duly reviewed and recommended by the Nomination and Remuneration committee has been articulated in line with the requirements of the Companies Act, 2013. The company’s compensation policy is aimed to attract, retain, reward and motivate talented individuals critical for achieving strategic goals and long term success. Remuneration policy is aligned to business strategy, market dynamics, internal characteristics and complexities within the organization. The ultimate objective is to provide a fair and transparent structure that helps the organization to retain and acquire the talent pool critical to building competitive advantage and brand equity. The compensation system should also take into account factors like roles, skills / competencies, experience and grade / seniority to differentiate pay appropriately on the basis of contribution, skill and availability of talent on account of competitive market forces. The company pays sitting fees to its Non executive directors for attending meetings of the Board and its Committees, Non executive directors are also reimbursed with expenses incurred by them for attending meetings of the Board and its Committees at actuals. The remuneration payable to the non executive directors and independent Directors is governed by the provisions of the Companies Act, 2013, The company is not having any subsidiary and hence holding directorships by any of the directors of the company in subsidiary is not applicable in case of the company. Shri B. J. Maheshwari and Shri Vijay S. Banka have relinquished their sitting fees payable to them for attending the Board/ Committee meetings.

14. BOARD & BOARD COMMITTEES :

The details of board meetings held during the year, attendance of directors at the meetings and constitutions of various mandatory committees of the board are included separately in the corporate governance report.

15. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed herewith and marked as Annexure I. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the rules there under and the Listing Regulations.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri G. R. Morarka and Ms. Priyanka G. Morarka will retire by rotation in ensuing Annual General Meeting and are eligible for re-appointment. The brief resume/details relating to Directors who are to be appointed / re-appointed as above are furnished in the Annexure to the Notice. During the year under the review, there are no any change in any other directors and KMPs.

18. STATEMENT OF DIRECTOR’S RESPONSIBILITIES:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit/ loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken 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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively,

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. CORPORATE GOVERNANCE:

In accordance with SEBI (LODR), Regulations, 2015, Corporate Governance Report along with Auditors’ certificate thereon and Management Discussion and Analysis Report form part of this report are enclosed and forms part of the report.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith and marked as Annexure II.

21. PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached herewith and marked as Annexure III.

All the non executive directors of the company, due to financial constraints being faced by the company, have forgone remuneration. Further, no sitting fees has been paid to any director during the year, except to Shri S. H.Nevatia and Ms. Priyanka Morarka.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company.

22. POLICY ON PREVENTION OF SEXUAL HARASSMENT: The Company has put in place a policy on Anti Sexual harassment, No complaints have been received under this policy during the period.

23. CONSOLIDATION OF ACCOUNTS:

The company is holding 46 and 20% % stake in another company named Dwarikesh Informatics Limited and Faridpur Sugars Limited respectively and hence the accounts of the same is required to be consolidated as required under section 129(3) of the Companies Act, 2013. In view of the intention of the management to dispose the same in part or in full in the near future, the investment in these associates companies is considered temporary, and therefore, the consolidation of accounts with above mentioned companies is not required as enunciated in Accounting Standard AS-23 ‘Consolidated Financial Statement’ specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Company (Accounts) Rules, 2014.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Particulars relating to conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is not applicable to the company. The company does not have any foreign exchange earnings and expenditure.

25. AUDITORS:

STATUTORY AUDITORS

The Auditors, M/s. D.P. Agarwal & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible, offer themselves for re-appointment subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed V K M & Associates. (CP No.:4279, FCS: 5023),Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure

IV. The observations in the sand report are self explanatory and no further comments/explanations are called for.

26. MANAGEMENT DISCUSSON AND ANALYSIS:

As required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and listing regulations of Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

27. PUBLIC DEPOSITS

The Company is an NBFC - ND and hence does not have any fixed deposits at the beginning of the year in terms of Section 74 of the Companies Act, 2013. The Company did not accept any deposits during the year.

28. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

By order of the Board

FOR MORARKA FINANCE LIMITED

G. R. MORARKA

CHAIRMAN

(DIN:00002078)

B. J. MAHESHWARI

DIRECTOR

(DIN:00002075)

PLACE : Mumbai.

DATED: 26th May, 2016.


Mar 31, 2014

Dear Members,

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

[IN RUPEES]

For the year For the year Ended Ended 31/03/2014 31/03/2013

Profit / (Loss) before tax (2,323,717) (1,837,992)

Less : Provision for taxation for the year - -

Provision for taxation earlier year - (110)

Deferred Tax (209,100) (383,994)

Fringe Benefit Tax - -

Profit / (loss) after tax (2,114,617) (1,453,888)

Add : Balance b/f from previous years 3,91,48,048 4,06,01,936

Amount available for Appropriation 3,70,33,431 3,91,48,048 Appropriations:

Proposed Dividend :

- On Equity Shares - -

Additional Dividend Tax - -

Balance Carried over to next year 3,70,33,431 3,91,48,048

3,70,33,431 3,91,48,048

2. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company during the year.

3. DIRECTORS:

Pursuant to Article 146 of the Articles of Association of the company, Ms. Priyanka Morarka, Directors retire by rotation and being eligible offer themselves for re-appointment. All other independent directors viz Shri B. J. Maheshwari, Shri Vijay S. Banka & Shri Sudhir H. Nevatia are proposed to be appointed for the period of five years, necessary request along with requisite deposit in terms of Section 160 of the Companies Act, 2013. The company has received declarations from all the independent directors of the company confirming the fact that they meet the criteria of independence mentioned under section 149(6) of the Companies Act, 2013 read with clause 49 of the listing agreement.

4. STATEMENT OF DIRECTOR’S RESPONSIBILITIES:

The Directors are responsible for the preparation of financial statements which comply with the Companies Act, 1956. In preparing those financial statements, the directors have:-

(a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements and

(d) Prepared the financial statements on the going concern basis.

(e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the Listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certificate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are annexed to this report.

6. formation of various committees:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company.

There are no foreign exchange transaction during the year.

9. APPOINTMENT OF KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the requirements of section 203 of the Companies Act, 2013, Shri Pranay G. Morarka is appointed as a KMP of the company and designated as Chief Executive Officer and Vice President.

10. AUDITORS:

M/s. D.P. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment if made, would be within the limits prescribed under the Companies Act, 2013. The Audit Committee and the Board of Directors recommend re- appointment of M/s. D.P. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2014-2015.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

11. DEPOSITS:

The Company did not accept or renew any deposits during the year.

12. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees for the financial years 2013-14 & 2014-15 are paid to the Stock Exchange within the prescribed time limits.

13. CORPORATE SOCIAL RESPONSIBILITY:

The company is not falling in the purview of criteria specified in section 135(1) of the Companies Act, 2013 and hence the requirements pertaining to section 135 of the Companies Act, 2013 is not applicable to the company.

14. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from employees and overwhelming support extended by the shareholders.

By order of the Board FOR MORARKA FINANCE LIMITED

G. R. MORARKA CHAIRMAN

B. J. MAHESHWARI DIRECTOR PLACE : Mumbai DATED : 30th May, 2014


Mar 31, 2013

To The Shareholders of MORARKA FINANCE LIMITED

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

[IN RUPEES] For the year For the year ended 31/03/2013 ended 31/03/2012

Profit / (Loss) before tax (1,837,992) (1,516,405)

Less : Provision for taxation for the year

Provision for taxation earlier year (110) (49037)

Deferred Tax (383,994) (464,143)

Fringe Benefit Tax

Profit / (loss) after tax (1,453,888) (1,003,225)

Add : Balance b/f from previous years 4,06,01,936 4,16,05,161

Amount available for Appropriation 3,91,48,048 4,06,01,936

Appropriations: Proposed Dividend :

- On Equity Shares --

Additional Dividend Tax

Balance Carried over to next year 3,91,48,048 4,06,01,936

3,91,48,048 4,06,01,936

2. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company during the year.

3. DIRECTORS:

Pursuant to Article 146 of the Articles of Association of the company, Shri G.R.Morarka, & Shri S.H.Nevatia, Directors retire by rotation and being eligible offer themselves for re-appointment.

4. STATEMENT OF DIRECTOR’S RESPONSIBILITIES:

The Directors are responsible for the preparation of financial statements which comply with the Companies Act, 1956. In preparing those financial statements, the directors have:- (a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements and

(d) Prepared the financial statements on the going concern basis.

(e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the Listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certificate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are annexed to this report.

6. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company. There are no foreign exchange transactions during the year.

9. AUDITORS:

M/s. D.P. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend re-appointment of M/s. D.P. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2013-2014.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

10. DEPOSITS:

The Company did not accept or renew any deposits during the year.

11. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees for the financial years 2012-13 & 2013-14 are paid to the Stock Exchange within the prescribed time limits.

12. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

By order of the Board

For MORARKA FINANCE LIMITED

G. R. MORARKA Chairman

B. J. MAHESHWARI Director

Place : Mumbai

Dated : 30th May, 2013


Mar 31, 2012

The Directors are pleased to present their report to the members together with the audited financial statements of the Company for the year ended 31st March, 2012.

1. FINANCIAL RESULTS:

(IN RUPEES)

For the year For the year Ended 31/03/2012 Ended 31/03/2011

Profit/(Loss) before tax (1,516,405) 4,052,540

Less : Provision for taxation for the year - -

Provision for taxation earlier year - -

Deferred Tax (464,173) (1,57,372)

Fringe Benefit Tax - -

Profit/(loss) after tax (1,003,225) 4,209,912

Add : Balance b/f from previous years 4,16,05,161 3,73,95,249

Amount available for Appropriation 4,06,01,936 4,16,05,161

Appropriations:

Proposed Dividend :

- On Equity Shares - -

Additional Dividend Tax - -

Transfer to General Reserves - -

Balance Carried over to next year 4,06,01,936 4,16,05,161

4,06,01,936 4,16,05,161

2. DIVIDEND:

Your directors have not recommended any dividends in view of losses incurred by the company.

3. DIRECTORS:

Pursuant to Article 146 of the Articles of Association of the company, Ms Priyanka G. Morarka, & Shri B. J. Maheshwari, Directors retire by rotation and being eligible offer themselves for re-appointment.

Shri Vijay S. Banka has been inducted as an Additional Director on the Board during the year. Notice u/s 257 of the Companies Act, 1956 together with requisite deposit, proposing his candidature as a Director of the company is received signifying his intention to propose their candidature for the appointment of Director of the company.

4. Statement of Director's Responsibilities:

The Directors are responsible for the preparation of financial statements which comply with the Companies Act, 1956. In preparing those financial statements, the directors have:-

(a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements and

(d) Prepared the financial statements on the going concern basis.

(e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the Listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certificate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement are annexed to this report.

6. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AND OUTGO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company. There are no foreign exchange transactions during the year.

9. AUDITORS:

M/s. D.P. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. They have given a certificate to the effect that the re-appointment if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend re-appointment of M/s. D.P. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2012-2013.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

10. DEPOSITS:

The Company did not accept or renew any deposits during the year.

11. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees for the financial years 2011-12 & 2012-13 are paid to the Stock Exchange within the prescribed time limits.

12. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.

By order of the Board For MORARKA FINANCE LIMITED

G. R. MORARKA Chairman

B. J. MAHESHWARI Director

PLACE : New Delhi DATED : 30th May, 2012


Mar 31, 2010

The Directors take pleasure in presenting their twenty-ffth Annual Report together with Audited Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

[IN RUPEES]

For the year For the year

Ended 31/03/2010 Ended 31/03/2009

Proft / (Loss) before tax 24,77,255 381,069

less: Provision for taxation for the year - - Provision for taxation earlier year (88,080) -

Deferred Tax (2,48,342) (4,61,023)

Fringe Beneft Tax 974 3,156

Proft / (loss) after tax 28,12,703 838,936

Add: Balance b/f from previous years 3,45,82,546 3,37,43,610

Amount available for Appropriation 3,73,95,249 3,45,82,546

Appropriations:

Balance Carried over to next year 3,73,95,249 3,45,82,546

3,73,95,249 3,45,82,546

2. DIVIDEND:

Considering the overall performance of the Company & the fact that proft in the current year is not huge, it is proposed to skip the dividend & utilize the profts for ploughing back in the company.

3. DIRECTORS:

Ms.Priyanka G.Morarka, & Shri B.J.Maheshwari, Directors retire by rotation and being eligible, offer themselves for re- appointment.

4. STATEMENT OF DIRECTORS RESPONSIBILITIES:

The Directors are responsible for the preparation of fnancial statements which comply with the Companies Act, 1956. In preparing those fnancial statements, the directors have:-

(a) Selected suitable accounting policies and then applied them consistently.

(b) Made judgments and estimates those are reasonable and prudent.

(c) Stated whether applicable accounting standards have been followed,subject to any material departures disclosed and explained in the fnancial statements and

(d) Prepared the fnancial statements on the going concern basis. (e) They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

5. CORPORATE GOVERNANCE:

Your company is committed to adhere to appropriate standards for good Corporate Governance. Towards this end and in line with the Guidelines recommended by SEBI Committee on Corporate Governance, adequate steps have been taken to ensure that all provisions of the Clause 49 of the listing Agreement are duly complied with.

A report on the Corporate Governance along with a Certifcate from the Statutory Auditors of the Company on the Compliance of the provisions of the Corporate Governance along with the Management Discussion and Analysis Report as stipulated under clause 49 of the listing Agreement are annexed to this report.

6. FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed and form part of this report.

7. EMPLOYEES:

The company does not have any employee drawing remuneration equivalent to or more than the limit prescribed in terms of provisions of section 217(2A) of the Companies Act, 1956.

8. CONSERVATION OF ENERGy, TECHNOLOGy ABSORpTION AND FOREIGN EXCHANGE AND OUT GO:

Since your Company is engaged in the activities of dealing in shares, advancing of money, etc, the Board of Directors is advised that the requirements of disclosure for conservation of energy and technology absorption are not applicable to the Company. There are no foreign exchange transactions during the year.

9. AUDITORS:

M/s. DP. Agarwal & Co., Chartered Accountants retire at this Annual General Meeting and have confrmed their eligibility and willingness to accept offce, if re-appointed. They have given a certifcate to the effect that the re-appointment if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors recommend re-appointment of M/s. DP. Agarwal & Co., Chartered Accountants as statutory auditors of the Company for the Year 2010-2011.

Notes forming part of accounts are self explanatory and therefore do not call for any further comments.

10. DEPOSITS:

The Company did not accept or renew any deposits during the year.

11. LISTING OF SHARES:

Your Company is listed on the Bombay Stock Exchange. The Listing fees forthe fnancial years 2009-10 & 2010-11 are paid to the Stock Exchange within the prescribed time limits.

12. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their appreciation for the co-operation received from Employees and overwhelming support extended by the shareholders.



By order of the Board

FOR MORARKA FINANCE LIMITED



G. R. MORARKA

CHAIRMAN



B. J. MAHESHWARI

DIRECTOR

PLACE: New Delhi

DATED: 28th May, 2010

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