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Mangal Credit & Fincorp Ltd.

BSE: 505850 Sector: Financials
NSE: N.A. ISIN Code: INE545L01021
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NSE 05:30 | 01 Jan Mangal Credit & Fincorp Ltd
OPEN 5.45
PREVIOUS CLOSE 5.20
VOLUME 28630
52-Week high 65.00
52-Week low 5.17
P/E 2.00
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.45
CLOSE 5.20
VOLUME 28630
52-Week high 65.00
52-Week low 5.17
P/E 2.00
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mangal Credit & Fincorp Ltd. (MANGALCREDIT) - Director Report

Company director report

To

The Members

Mangal Credit and Fincorp Limited

Your directors have pleasure in presenting the 56th Annual Report ofthe Company for the year ended 31st March 2018.

Financial Results

The performance of the Company for the financial year ended 31st March2018 is summarized as under:

(Rs. In Lacs)

PARTICULARS

STANDALONE

CONSOLIDATED

F.Y. 2017-18

F.Y. 2016-17

F.Y. 2017-18

F.Y. 2016-17

Revenue From Operation

946.25

827.53

11021.48

7921.56

Other Income

36.48

35.17

614.42

460.59

Total Income

982.73

862.70

11635.89

8382.15

Profit Before Depreciation Extra Ordinary Items & Tax

647.11

441.52

1769.77

1653.46

Less: Depreciation & Amortisation

21.25

31.34

564.73

915.68

Profit Before Extra Ordinary Items & Tax

625.86

410.18

1205.04

737.78

Less: Extra Ordinary Items

Nil

Nil

Nil

Nil

Profit Before Tax

625.86

410.18

1205.04

737.78

Provision for Current Taxation

175.77

126.33

332.22

235.76

Deferred Tax Expenses/(Income)

(16.15)

19.32

1.60

45.21

Prior Period Tax Adjustment

7.99

(5.35)

(3.74)

(8.12)

Mat Credit Entitlement

Nil

Nil

(66.35)

Nil

Less: Minority Interest

Nil

Nil

101.09

63.05

Less: Share in Profit/(Loss) of Associates

Nil

Nil

Nil

NIL

Net Profit After Tax

458.24

269.87

840.22

401.89

On account of Amalgamation/Subsidiaries

-

-

282.44

-

Balance Brought forward

1115.38

948.20

1567.28

1274.79

Amount Available for Appropriation

1573.62

1218.07

2689.94

1676.68

Appropriations :
Proposed Dividend

96.56

40.28

96.57

40.28

Dividend Tax

19.12

8.43

19.13

8.43

Transfer to General Reserve

Nil

NIL

NIL

Nil

Transfer to Statutory Reserve Fund

91.64

53.97

91.64

53.97

Loss of Standard Medserve brought Forward

Nil

Nil

Nil

Nil

Minority losses in excess of their Equity

Nil

Nil

Nil

Nil

Fixed assets traf. to retained earnings
Balance Carried forward

1366.28

1115.39

2482.6

1574.00

Review of Operations

During the year under review the finance division has performed well.Accordingly the Company has achieved total revenue of Rs.982.73 Lacs and net profit afterafter tax is Rs.458.24 lacs for the current year against the previous year total revenueof Rs.862.70 lacs and net profit after tax Rs.269.87.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.05 perEquity Shares (i.e 5%) for the year ended March 31 2018. There will be no deduction oftax at source. The provision for dividend payable is accounted on 193139860 Nos. Equityshares.

Fixed Deposits

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 retiresat the ensuing Annual General Meeting by rotation and being eligible offers themselvesfor re-appointment as Director.

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
2. Mr. Meghraj Jain Managing Director
3. Ms. Madhuri Prakash Survase Company Secretary

Remuneration and other details of Key Managerial Personnel for the yearended 31st March 2018 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 theIndependent Directors of the Company meet with the criteria of their Independence laiddown in Section 149(6).

SHARE CAPITAL

During the year the Authorised Share Capital of the Company isRs.250000000/-.

ISSUED SUBSCRIBED AND PAID-UP CAPITAL

The Existing Authorised Share capital of the Company is Rs.250000000/-consisting of 250000000 Equity Shares of Re.1/- each Issued and Subscribedcapital is Rs. 193139860/-consisting of 193139860 Equity Shares of Re.1/ each and paid upShare Capital is Rs. 193139860/- consisting of 193139860 Equity Shares 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 applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2018and or the year ended on that date; f theprofit

The directors have taken proper and sufficientcare of the maintenanceof adequate accounting 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 be followedby the Company and that such internal financial controls are adequate and were operatingeffectively;

The Directors had devised proper system to ensure compliance with theprovisions 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 6 women employees in various cadres as on 31stMarch 2018. 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 2017-

2018 the Company has not received any complaint regarding sexualharassment as on 31st March 2018.

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 the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is furnished here under.

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 no.101169W/W-100035)were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on Aug 04 2014. They have confirmed that theyare not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation adverse remark or disclaimer.

Auditors Observations/Comments

The director's report corporate governance report Secretarial auditreport management discussion analysis have addressed most of the issues and observationsand the comments of the Auditors are self-explanatory.

Audit Committee

The Composition of Audit Committee was changed from time to time. Thepresent composition of Audit Committee consists of the following members:

Mr. Gurumurthy Ramachandran Chairman
Mr. Sandeep Maloo Member
Mr. Ratish Suresh Tawde Member

The above composition of the Audit Committee interalia consists ofindependent Directors viz. Mr. Gurumurthy Ramachandran and Mr. Ratish Tawde who forms themajority. The Company has established a vigil mechanism to oversee through the committeethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of the company. The more details ofthe Audit Committee are stated under Corporate Governance Report.

Stakeholders Relationship Committee

The Share Transfer Committee constituted was renamed as The ShareTransfer and Investors Grievances Committee. To comply with The Composition ofStakeholders Relationship Committee was changed from time to time. The present compositionof Stakeholders

Relationship Committee consists of the following members:

The Composition of Committee is as under:
Mr. Gurumurthy Ramachandran Chairman
Mr. Ratish Suresh Tawde Member
Ms. Swati Sharma 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. Gurumurthy Ramachandran Chairman
Mr. Ratish Suresh Tawde Member
Ms. Swati Sharma Member

The above composition of the Nomination & Remuneration Committeeinteralia consist of Independent Directors viz.Mr. Gurumurthy Ramchandran and Mr RatishSuresh Tawde who forms the majority. The Remuneration Committee have formulated a policyas 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 otheremployees.

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".

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013and rules made there under M/s Vijay S. Tiwari & Associates

Company Secretaries in Whole-time practice (ACS no. 33084 C PNo.12220) was appointed to conduct Secretarial Audit for the year ended 31st March 2018.

M/s Vijay S. Tiwari & Associates Practising Company Secretarieshas submitted Report on the Secretarial Audit which is attached as "AnnexureB" and forms a part of this report. There are some Qualifications or observationsor remarks made by the Secretarial

Auditor in the Report.

Company's Policy Relating To Directors Appointment Payment OfRemuneration And Discharge Of Their Duties

The Company has a Policy relating to appointment of Directors paymentof Managerial remuneration Directors' qualifications positive attributes independenceof Directors and other related matters as provided under Section 178(3) of the CompaniesAct 2013 and under the provisions of Listing Agreement.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration Committeeswhich covers various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board Culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction 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 revieware at arm's length and in the ordinary course of business and to the requirements ofCompanies Act 2013. Omnibus approvals from Audit Committee were taken for thetransactions confirming that are foreseen and of repetitive in nature. Form AOC-2 asrequired under Section 134 (3) (h) of the Companies Act 2013 read with

Rule 8 (2) of the Companies (Accounts) Rules 2014 is enclosed as"Annexure C".

The Company has in place a Related Party Transaction Policy which wasapproved by the Board and has been placed on the website of the Company.

CORPORATE GOVERNANCE

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 thisregard in the Report on Corporate Governance is annexed as "Annexure-D"along with a certificate from a Practicing Company Secretary confirming compliance of thesame.

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.

Investor Services

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 dematerialization of Company'sshares on either of the Depositories as aforesaid.

Subsidiaries Joint Ventures and Associate Companies

During the year under review following are the Companies / BodiesCorporate which became Subsidiaries or Joint Venture or Associate during the financialyear 2017-18: Nil

During the year under review following are the Companies / BodiesCorporate which ceased to be Subsidiaries or Joint Venture or Associate during thefinancial year 2017-18:

Name of the Companies / Bodies Corporate Subsidiaries or Joint Venture or Associate
1 Chakshu Realtors Private Limited Subsidiary
2 Mangal Entertainment Private Limited Subsidiary
3 Mangal Extrusion Private Limited Subsidiary
4 Standard Infra Developers Private Limited Subsidiary
5 Scarled Computech Private Limited Associate

A statement containing the salient features of the financial statementof subsidiary (i.e. Part A of Form AOC-1) as per Section 129(3) of the Act is providedas Annexure E.

A statement containing the salient features of the financial statementof Associate / Joint Venture companies (i.e. Part B of Form AOC-1) as per Section 129(3)of the Act is Not Applicable during the year.

Human Resources

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 andcreate an efficient work force as manpower is a vital resource contributing towardsdevelopment and achievement of organisational excellence.

Internal Controls

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 inforce 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. monitoring mitigation and reporting ofrisk. Definingframeworkfor Within its overall scope as aforesaid the Committee shallreview risk trends exposure potential impact analysis and mitigation plan.

Acknowledgements

The Board wishes to place on record their appreciation for the sincere efforts of theDirector employees and the co-operation extended by the Bankers Shareholders clients& associates for their continue support towards the conduct of the Company.

For Mangal Credit and Fincorp Limited

Sd/-

(Mr. Meghraj Jain)

Chairman & Managing Director

DIN: 01311041

Place: Mumbai

Date: 21st May 2018