Mangal Credit and Fincorp Limited
Your directors have pleasure in presenting the 55th AnnualReport of the Company for the year ended 31st March 2017.
The performance of the Company for the financial st March 2017 issummarized as under:
(Rs In Lacs)
|PARTICULARS ||STANDALONE || |
| ||F.Y. ||F.Y. ||F.Y. ||F.Y. |
| ||2016-17 ||2015-16 ||2016-17 ||2015-16 |
|Revenue From Operation ||827.53 ||664.46 ||7921.56 ||14340.52 |
|Other Income ||35.17 ||254.46 ||460.59 ||578.62 |
|Total Income ||862.70 ||918.92 ||8382.15 ||14919.14 |
|Profit Before Depreciation Extra Ordinary Items & Tax ||441.52 ||186.57 ||1653.46 ||1047.61 |
|Less: Depreciation & Amortisation ||31.34 ||51.85 ||915.68 ||712.54 |
|Profit Before ExtraOrdinaryItems & ||410.18 ||134.73 ||737.78 ||335.07 |
|Less: Extra Ordinary Items ||Nil ||Nil ||Nil ||NIL |
|Profit Before Tax ||410.18 ||134.73 ||737.78 ||335.07 |
|Provision for Current Taxation ||126.33 ||69.00 ||235.76 ||161.01 |
|Deferred Tax Expenses/(Income) ||19.32 ||(8.497) ||45.21 ||30.25 |
|Prior Period Tax Adjustment ||(5.35) ||(1.21) ||(8.12) ||(35.11) |
|Mat Credit Entitlement ||Nil ||(34.29) ||Nil ||(11.82) |
|Less: Minority Interest ||Nil ||Nil ||63.05 ||49.93 |
|Less: Share in Profit/(Loss) ofAssociates ||Nil ||Nil ||NIL ||Nil |
|Net Profit After Tax ||269.87 ||109.72 ||401.89 ||140.81 |
|Balance Brought forward ||948.20 ||860.42 ||1274.79 ||1113.15 |
|Amount Available for Appropriation ||1218.07 ||970.14 ||1676.68 ||1253.96 |
|Appropriations : || || || || |
|Proposed Dividend ||40.28 ||0.00 ||40.28 ||0.00 |
|Dividend Tax ||8.43 ||0.00 ||8.43 ||0.00 |
|Transfer to General Reserve ||NIL ||Nil ||Nil ||Nil |
|Transfer to Statutory Reserve Fund ||53.97 ||21.94 ||53.97 ||22.49 |
|Loss of Standard Medserve brought Forward ||Nil ||Nil ||Nil ||Nil |
|Minority losses in excess of their Equity ||Nil ||Nil ||Nil ||(43.32) |
|Fixed assets traf. to retained earnings || || || ||0.00 |
|Balance Carried forward ||1115.39 ||948.20 ||1574 ||1274.79 |
Review of Operations
During the year under review the finance division has performed well.Accordingly the Company has achieved total revenue of Rs862.70 Lacs and net profitRs269.87 lacs for the current afterafter tax is year against the previous year totalrevenue of Rs918.92 lacs and net profit after taxRs109.72.
Your Directors are pleased to recommend a dividend of Rs 0.25 perEquity Shares (i.e 2.5%) for the year ended March 31 2017. There will be no deduction oftax at source. The provision for dividend payable is accounted on 16112038 Nos. Equityshares.
The Company has not accepted any deposits during the year under reviewand it continues to be a Non-deposit and Non Banking Financial Company in conformity withthe guidelines of the Reserve
Bank of India and Companies (Acceptance of Deposits) Rules 1975.
Directors and Key Managerial Personnel
Your Board comprises of efficient and able directors who have vastexperience in this line of business.
Mr. Meghraj S. Jain & Mr. Sandeep Maloo retires at the ensuingAnnual General Meeting by rotation and being eligible offers themselves forre-appointment as Director.
During the year under review there is change in Key ManagerialPersonnel of the Company as follows:
|S r . Name of Director ||Date of Resignation ||Date of Appointment |
|1 RATISH SURESH TAWDE || ||28/02/2017 |
The brief details of all members of Board are annexed to this report.
The following persons are Key Managerial Personnel of the Company
|1. Mr. Sandeep Maloo ||- Managing Director & Chief Financial Officer |
|2. Mr. Meghraj Jain ||- Managing Director |
|3. Mrs.Neela Maloo ||- Director |
4. Ms. Madhuri Prakash Survase - Company Secretary
Remuneration and other details of Key Managerial Personnel for the yearended 31st March 2017 are stated in the extract of the Annual Return.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from IndependentDirector of the Company under
Section 149(7) of the Companies Act 2013 that the IndependentDirectors of the Company meet with the criteria of their Independence laid down in Section149(6).
During the year company the Authorised Share Capital of the Company isRs 250000000/-.
ISSUED SUBSCRIBED AND PAID-UP CAPITAL
The Existing Authorised Share capital of the Company is Rs250000000/-consisting of 250000000 Equity Shares of Re.1/- each Issued and Subscribedcapital is Rs 161141900/-consisting of 161141900 Equity Shares of Re.1/ each and paid upShare Capital is Rs161120380/- consisting of 161120380 Equity Shares of Re.1/ each
SUBDIVISION OF SHARES
In order to improve the liquidity of your Company's equity sharesin the stock Market with higher floating stock in absolute numbers and to encourage theparticipation of small investors by making the Equity Shares of the Company affordablethe Board of Directors and Shareholders of Company the considered & approved thesub-division of Equity Shares of Face Value of Rs10/- each in to ten Equity Shares of FaceValue of Re.1/- each.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act 2013 yourDirectors state that:
In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2017and the profit for the year ended on that date;
· The directors have taken proper and sufficient care of themaintenance of adequate records in accordance with the provisions of the Act forsafeguarding of the assets of the
Company and for preventing and detecting fraud and otherirregularities;
The directors have prepared the annual accounts on a going concernbasis:
· The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingefficiently.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at theworkplace. The Company has been employing 10 women employees in various cadres as on 31stMarch 2017. The Company has in place an Internal Complaint Committee in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder for reporting and conducting inquiry intothe complaints made by the victim on the harassments at the work place. During the FY 2016- 2017 the Company has not received any complaint regarding sexual harassment as on 31stMarch 2017.
Particulars of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo
The information pertaining to conservation of energy technologyabsorption Foreign exchange
Earnings and outgo as required under Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished here under.
|SN Particulars ||Disclosure |
|1. Conservation of Energy and Power consumption ||The company continued to accord priority to conservation of energy and is continuing its efforts to utilise energy more efficiently. |
|2. Technology Absorption and Research & Development ||The company has not absorbed any technology nor any research & development work has been carried out. |
|3. Foreign Exch. - Earnings ||Nil |
|4. Outgo ||Nil |
Particulars Of Employees
There are no employees of the category specified in under Section 197read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
Auditors and Audit Report
M/s. MGB & Co. LLP Chartered Accountants (FRN: 101169W/W-100035)who are the Statutory Auditor of the Company; hold the office until the conclusion of theensuring Annual General Meeting.
It is proposed to re-appoint them to examine and audit the accounts ofthe Company for three years to hold the office from the conclusion of this AGM till theconclusion of the Fifty Sixth Annual General Meeting subject to ratification of theirappointment at every Annual General Meeting. The Company has received the Certificateunder Section 139(1) of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 from the Auditor.
The director's report corporate governance report Secretarialaudit report management discussion analysis have addressed most of the issues andobservations and the comments of the Auditors are self-explanatory.
The Composition of Audit Committee was changed from time to time. Thepresent composition of Audit Committee consists of the following members:
|Mr. Sunil Ramachandran Nair ||- Chairman |
|Mr. Sandeep Maloo ||- Member |
|Mr. Shyamkumar Madanlal Agrawal ||- Member |
The above composition of the Audit Committee interalia consists ofindependent Directors viz. Mr. Sunil Ramachandran Nair and Mr. Sandeep Maloo who formsthe majority. The Company has established a vigil mechanism to oversee through thecommittee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests of thecompany employees and the Company. The more details of the Audit Committee are statedunder Corporate Governance Report.
Stakeholders Relationship Committee
The Share Transfer Committee constituted was renamed as The ShareTransfer and Investors
Grievances Committee. To comply with the requirements of the CompaniesAct 2013 and the listing agreement with the Stock Exchanges the name of the Committeewas further changed to Stakeholders Relationship Committee.
The Composition of Committee is as under:
|Mr. Sunil Ramachandran Nair ||- Chairman |
|Mr. Sandeep Maloo ||- Member |
|Mr. Shyamkumar Madanlal Agrawal ||- Member |
Nomination & Remuneration Committee
Pursuant to the provisions of Section 178 of the Companies Act 2013read with Companies (Meetings of Board and its Powers) Rules 2014 framed there underevery listed company and prescribed class of companies shall constitute RemunerationCommittee (RC) of the Board consisting of 3 or more non executive directors out ofwhich not less than shall be independent director.
The Composition of RC was changed from time to time.
The present composition of RC consists of the following members: Mr.Sandeep Maloo Mr. Sunil Ramachandran Nair Mr. Shyamkumar Madanlal Agrawal Mrs. NirupamaDattatray
The above composition of the Nomination and Mr. Sunil Ramachandran Nairand Mr. Sandeep Maloo who forms the majority. The Remuneration Committee have formulateda policy as prescribed under the Act which interalia includes criteria for determiningqualification positive attributes and independence of a director and recommended to theBoard for adoption of the Policy. The Policy also covers recommendation to the Board onthe remuneration to the Board of Independent Directors
Key Managerial Personnel and other employees.
Corporate Social Responsibility Committee
Corporate Social Responsibility is not applicable. Hence the companyhas not made any provisions for Corporate Social Responsibility.
Extract Of Annual Return
The details forming part of the extract of the Annual Return in FormMGT 9 is annexed herewith as "Annexure A".
Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under M/s Vijay S. Tiwari & Associates Company Secretaries inWhole-time practice (ACS no. 33084 C P No.12220) was appointed to conductSecretarial Audit for the year ended 31st March 2017.
M/s Vijay S. Tiwari & Associates Practising Company Secretarieshas submitted Report on the Secretarial Audit which is attached as "Annexure B"and forms a part of this report. There are some
Qualifications or observations or remarks made by theSecretarialAuditor in the Report.
Company's Policy Relating to Directors Appointment Payment ofRemuneration and Discharge of their duties The Company has a Policy relating toappointment of Directors payment of Managerial remuneration
Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013 and under the provisions of Listing
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)Regulation. The Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and Compliance
Committees which covers various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees BoardCulture execution and performance of specific duties obligations and governance. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the SecretarialDepartment. The Directors expressed their satisfaction with the evaluation process.
Related Party Transactions
All the Related Party Transactions have been approved by the AuditCommittee and also by the Board. The transactions with Mangal group of the Company wereapproved by the shareholders at the AGM held on 30th September 2015 and the approval isvalid for a period of five years. Transactions with related parties during the financialyear under review are at arm's length and in the ordinary course of business andconfirming to the requirements of Companies Act 2013. Omnibus approvals from AuditCommittee were taken for the transactions that are foreseen and of repetitive in nature.Form AOC-2 as required under Section 134 (3) (h) of the Companies Act 2013 read withRule 8 (2) of the Companies (Accounts) Rules 2014 is enclosed as "Annexure C".The Company has in place a Related Party Transaction Policy which was approved by theBoard and has been placed on the website of the Company.
The Company has complied with the provisions pertaining to CorporateGovernance as per the
SEBI (Listing Obligation & Disclosure Requirements) Regulations2015 requirements of the Stock
Exchanges and necessary disclosures have been made in this regard inthe Report on Corporate Governance is annexed as "Annexure-D from a Practicing"alongwith Company certificate Secretary confirming compliance of the same.
Number Of Board Meetings Conducted During The Year Under Review
The Company had 8 (Eight) Board meetings during the financial yearunder review. The details of the Board meetings and the attendance of the Directors areprovided in the Corporate Governance Report.
As the members are aware your company's shares are tradablecompulsorily in electronic form and your company has established connectivity with boththe depositories viz. National Securities Depository Ltd. (NSDL) and Central DepositoryServices (India) Ltd. (CDSL). In view of the numerous advantages offered by the Depositorysystem members are requested to avail of the facility of de-materialization ofCompany's shares on either of the Depositories as aforesaid.
Wholly Owned Subsidiary
The Company has M/s Satco Capital Markets Limited and M/s IndtransContainer Lines Private Limited as wholly owned subsidiary company.
Your Company considers people as one of the most valuable resources. Itbelieves in the theme that success of any organization depends upon the engagement andmotivation level of employees. All employees are committed to their work and proactivelyparticipate in their area of operations. The
Company's HR philosophy is to motivate and create an efficientwork force as manpower is a vital resource contributing towards development andachievement of organisational excellence.
The Company has an adequate system of internal checks on its day to dayaffairs which acts as a internal control system commensurate with its size and the natureof its business.
The internal controls system of the Company are monitored and evaluatedand reviewed by
Management and Audit Committee of the Board of Directors.Auditor's observations in confirmation to policy in force has also been received.
Statement Concerning Development and Implementation of Risk ManagementPolicy of the Company
Pursuant to the requirement of SEBI (LODR) regulation the Company hasconstituted a Risk
Management Committee. Business Risk Evaluation and Management is anongoing process within the Organization. The Company has a robust risk managementframework to identify monitor and minimize risk as also identify business opportunities.
The objectives and scope of the Risk Management Committee broadlycomprises:
Oversight of risk management performed by the executive management;
Reviewing the Risk Management Policy and Framework in line with Locallegal requirements and SEBI guidelines
Reviewing risks and evaluate treatment including initiating mitigationactions and ownership as per a pre-defined cycles.
Defining framework for identification assessment monitoringmitigation and reporting of risk.
Within its overall scope as aforesaid the Committee shall review risktrends exposure potential impact analysis and mitigation plan.
The Board wishes to place on record their appreciation for the sincereefforts of the Director employees and the co-operation extended by the BankersShareholders clients & associates for their continue support towards the conduct ofthe Company.
| ||For Mangal Credit and Fincorp Limited |
| ||Sd/- |
| ||(Mr. Meghraj Jain) |
| ||Chairman & Managing Director |
| ||DIN: 01311041 |
|Place: Mumbai || |
|Date: 30th May 2017 || |