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
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.