Dear Shareholders,
Your directors have pleasure in presenting herewith the 6th Annual
Report of your Company together with the Audited Statements of Accounts for the Year ended
March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
The summary of Standalone and Consolidated Financial Results for the
Year ended March 31, 2024:
(Rs. In lakhs)
|
Standalone |
Consolidated |
Particulars |
For the year ended March 31,
2024 |
For the year ended March 31,
2023 |
For the year ended March 31,
2024 |
For the year ended March 31,
2023 |
Income from operations |
1,063.57 |
1,226.68 |
1,063.82 |
1,243.03 |
Other Income |
44.39 |
4.29 |
35.64 |
4.29 |
Total Expenditure |
1,385.00 |
1,093.46 |
1,383.23 |
1,109.68 |
Profit Before Tax |
(281.18) |
137.51 |
(287.91) |
137.64 |
Tax expense |
(55.77) |
36.91 |
0.92 |
36.94 |
Profit for the year |
(225.40) |
100.60 |
(233.12) |
100.70 |
Balance carried to Balance Sheet |
(225.40) |
100.60 |
(233.12) |
100.70 |
Notes:
1. There are no material changes and commitments affecting the
financial position of the Company between the end of the financial year and the date of
this report.
2. OPERATIONAL HIGHLIGHTS:
During the year under review your company has earned total income of
Rs. 1,107.96 Lakhs (Previous year Rs. 1,230.970 Lakhs) whereas the consolidated total
income stood at Rs. 1,099.46 against previous year Rs. 1,247.32. The Company is engaged in
providing counselling and guidance to the Indian as well as international students
pursuing the higher education in foreign country and also the company has a tie-up with
various foreign universities. The company is also involved in providing online coaching
for higher education and there is no change in the nature of Business of the Company.
3. DIVIDEND:
In view of the planned business growth, your directors deem it proper
to preserve the resources of the Company for its activities and therefore, do not propose
any dividend for the Financial Year ended March 31, 2024.
4. RESERVES:
Your directors propose to retain the entire amount available for
appropriation (NPAT), in the profit and loss account.
5. SUBSIDIARY/JOINT VENTURE COMPANIE
As at March 31, 2024, Your Company had one Wholly Owned Subsidiary
Company namely Meduclinic Healthcare Private Limited and has no Joint Venture or Associate
Company.
The statement containing salient features of the financial statements
of subsidiary Company including contribution of subsidiary Company to the overall
performance of the Company and in terms of the revenue and profit in the prescribed format
Form AOC-1 as per Companies (Accounts) Rules, 2014 is attached to the financial statements
of the Company.
In accordance with Section 136 of the Companies Act, 2013, the audited
financial statements, including consolidated financial statements and audited accounts of
the subsidiary are available on https://www.moksh16.com/investor-relations. These
documents will also be available for inspection during working hours at the registered
office of your Company at Mumbai, Maharashtra. Any member interested in obtaining such
document may write to the Company Secretary and the same shall be furnished on request.
The Company has formulated policy for determining "Material
Subsidiaries". The said policy can be accessed at
https://www.moksh16.com/investor-relations as on March 31, 2024.
7. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company prepared in
accordance with the provisions of the Companies Act, 2013, Listing (Obligations and
Disclosure Requirements) Regulations 2015 and applicable Accounting Standards issued by
the Institute of Chartered Accountants of India form part of this Annual Report.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report prepared pursuant to SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this
Directors' Report.
9. CORPORATE GOVERNANCE:
Corporate Governance Report prepared pursuant to SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this
Directors' Report.
10. SECRETARIAL STANDARDS:
During the year under review, your Company has complied with the
applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the
Institute of Company Secretaries of India.
11. VIGIL MECHANISM:
Your Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The Company
has a Vigil mechanism and Whistle blower policy under which the employees are free to
report violations of applicable laws and regulations and the Code of Conduct. Employees
may also report to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. Whistle blower policy of the Company
has been uploaded on the website of the Company and can be accessed at https: //
www.moksh16.com /investor-relations
12. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED
PRICE SENSITIVE INFORMATION.
Pursuant the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Company has adopted (1) 'Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information" ("Fair Disclosure Code") incorporating a policy for
determination of " Legitimate Purposes" as per Regulation 8 and Schedule A to
the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading
by Designated Persons" as per Regulation 9 and Schedule B to the said regulations.
13. INSURANCE:
Your Company doesn't have any fixed assets for which insurance is
required.
14. PUBLIC DEPOSITS:
Your Company has not accepted any Public Deposits as defined under
Section 73 of the Companies Act, 2013 and rules framed there under.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
16. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 read with Rule
9 of the Companies (Accounts) Rules, 2013 is not applicable to the Company.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors' Responsibility Statement, your Directors hereby
confirm the following:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2024, the applicable accounting standards have been followed;
b) The directors have selected such accounting policies and applied
consistently and made judgements 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 and loss of the Company for that period;
c) The directors have taken proper and sufficient care towards 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) The directors have prepared the annual accounts on a going concern
basis;
e) The directors have laid down internal financial controls, which are
adequate and operating effectively;
f) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are adequate and operating
effectively.
18. AUDITORS:
Statutory Auditor:
Pursuant to Section 139 of the Act read with rules made thereunder, as
amended, M/s. JMR and Associates LLP, Chartered Accountants (Firm Registration No.:
106912W/W100300), were appointed as Statutory Auditors of your Company, for term of five
years till conclusion of the 9th Annual General Meeting (AGM) of the Company. However,
M/s. JMR and Associates LLP, Chartered Accountants has tendered their resignation due to
due to non-acceptance of increase in the fees of Statutory Audit for the FY 2023-24 vide
their resignation letter dated November 11, 2023.
In accordance with the provisions of section 139 of the Companies Act
2013 and the rules made thereunder M/s. Sanjay Rane & Associates LLP, Chartered
Accountants (Firm Registration No.: 121089W/W10087), were appointed as Statutory Auditors
of the Company to fill the casual vacancy caused by the resignation of JMR and Associates
LLP, Chartered Accountants, (Firm Registration No.: 106912W/W100300) for the period from
November 11, 2023, until the conclusion of 6th Annual General Meeting of the Company.
The Board recommends the appointment of M/s. Sanjay Rane &
Associates LLP, Chartered Accountants (Firm Registration No.: 121089W/W10087), as
Statutory Auditors of the Company for a term of 5 (five) consecutive years from the
conclusion of this Annual General Meeting till the conclusion of the sixth Annual General
Meeting from this Annual General Meeting, at such remuneration as shall be fixed by the
Board of Directors of the Company.
The Statutory Audit Report of your Company does not contain any
qualification, reservation or adverse remark.
Cost Auditors:
The Company was not required to maintain cost records as specified
under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been
appointed
Secretarial Audit:
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 of Directors have appointed Mr. Vishal Thawani of M/s. Vishal Thawani &
Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the
Company for FY 2023-24. Secretarial Audit Report for FY 2023-24 is enclosed as Annexure-A
to this report.
The Secretarial Audit Report of your Company does not contain any
qualification, reservation or adverse remark.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and The Companies (Accounts) Rules, 2014, M/s. Shah and Vejani was appointed by the Board
of Directors to conduct internal audit of the Company for the financial year 2023-2024.
19. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
Your Company has an Internal Financial Control System commensurate with
the size, scale and complexity of its operations. Your Company has adopted proper system
of Internal Control and Risk Management to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and that the transactions are
authorized, recorded and reported quickly.
20. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by any regulator or
court or tribunal impacting the going concern status and your Company's operations in
future.
21. MEETINGS OF THE BOARD:
The Board met 8 times during the financial year 2023-24. Details of
meetings are given in the Corporate Governance Report annexed herewith and forms part of
this report. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
22. BOARD EVALUATION:
The Board carried out an annual performance evaluation of its own
performance and that of its committees and independent directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of the
Chairman, the Non-Independent Directors and the Board as a whole was carried out by the
Independent Directors in a Separate Meeting held on March 18, 2024.
The exercise of performance evaluation was carried out through a
structured evaluation process covering various criteria as recommended by the Nomination
and Remuneration Committee. Based on performance of the board as a whole and its
committees were proactive, effective and contributing to the goals of the Company.
23. RELATED PARTY TRANSACTIONS:
Pursuant to the provisions of section 188 of Companies Act, 2013. All
the related party transactions entered into during the financial year under review were in
ordinary course of business and on an arm's length basis. There were no materially
significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Accordingly, information in form AOC-2 is not
annexed.
All Related Party Transactions are placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted are placed before the Audit Committee and
the Board of Directors for their review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website and the same can be accessed at the below mentioned
link https: / /app.moksh16.in/application-centre/assets/investor/policies/Related-party-
transaction-policy.pdf The details of the transactions with Related Party are provided in
the accompanying financial statements.
24. DIRECTORS AND KMP:
Pursuant to Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Dhananjay Shah is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
The details relating to changes in directors and key managerial
personnel during the year under review are as under:
Mr. Subhasis Ghosh, Independent Director of the Company has resigned
from the post of directors of the Company w.e.f August 29, 2023 and Mr. Mohit Gurnani was
appointed as an Additional Director (Independent) of the Company w.e.f August 29, 2023 and
was regularised as Independent Director in the Annual General Meeting held on September
29, 2023.
Further, pursuant to provisions of Section 203 of Companies Act, 2013,
the Company has appointed Ms. Priyanka Rathi as Company Secretary and Compliance Officer
of the Company w.e.f September 12, 2023, Upon resignation of Mr. Shivam Kumar Urmaliya
from the position of Company Secretary and compliance Officer of the Company w.e.f
September 11, 2023
The requisite particulars in respect of Directors seeking
re-appointment are given in Notice convening the Annual General Meeting.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section164 of the Companies
Act, 2013.
Details of policy of appointment and remuneration of directors has been
provided in the Corporate Governance Report.
Independent Director Declaration:
Your Company has received necessary declaration from each Independent
Director under section 149(7) of the Companies Act, 2013 that they meet the criteria of
independence laid down in section 149(6) of the Companies Act, 2013.
The Independent Directors of the Company have confirmed that they have
enrolled themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate Affairs (IICA') in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
25. COMMITTEES OF BOARD
With an objective of strengthen the governance standards and to comply
with the applicable statutory provisions, the Board has constituted various committees.
Details of such Committees constituted by the Board are given in the Corporate Governance
Report, which forms part of this Annual Report.
26. REPORTING OF FRAUD:
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section 143(12) of the Act details of
which needs to be mentioned in this Report.
27. PREVENTION OF SEXUAL HARASSMENT:
Your Company has zero tolerance towards sexual harassment at the
workplace and have 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 thereunder.
As required under law, an Internal Complaints Committee has been
constituted for reporting and conducting inquiry into the complaints made by the victim on
the harassments at the work place. 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.
28. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2024 is available on the Company's website at
https: / /www.moksh16.com/investor-relations.
29. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in
accordance with the provisions of section 197(12) of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is appended as Annexure-B to this report.
The information required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the
Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such
information. However, the said information is available for inspection by the Members at
the Registered Office of the Company during business hours on working days of the Company
up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such
statement may write to the Company Secretary at the Registered Office of the Company or
e-mail to cs@moksh16.com.
30. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars under Section 134(3)(m) of the Companies Act, 2013 with
respect to conservation of energy, technology absorption and foreign exchange earnings and
outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-C to
the Report.
31. GENERAL
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters, as there were no transactions or
applicability pertaining to these matters during the year under review:
i) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
ii) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
iii) Payment of remuneration or commission from any of its subsidiary
companies to the Managing Director of the Company.
iv) Change in the nature of business of the Company
v) Issue of debentures/bonds/warrants/any other convertible securities.
vi) Details of any application filed for corporate insolvency under
Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
vii) Instance of one-time settlement with any Bank or Financial
Institution.
32. ACKNOWLEDGMENTS:
Your Company has maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinted efforts of the employees have
enabled your Company to remain at the forefront of the industry. Your directors place on
records their sincere appreciation for significant contributions made by the employees
through their dedication, hard work and commitment towards the success and growth of your
Company.
Your directors take this opportunity to place on record their sense of
gratitude to the Banks, Financial Institutions, Central and State Government Departments,
their Local Authorities and other agencies working with the Company for their guidance and
support.
For Moxsh Overseas Educon Limited |
|
Sd/- |
Sd/- |
Dhananjay Shah |
Priti Shah |
Managing Director |
Whole-time Director |
DIN: 00225296 |
DIN: 08124259 |
Date: September 03, 2024 |
|
Place: Mumbai |
|
|