Mangal Credit and Fincorp Limited
The Directors are pleased to present the 57th Annual Report along withthe Audited Financial Statements of your Company for the Financial Year ended 31st March2019.
FINANCIAL PERFORMANCE AND COMPANY'S STATE OF AFFAIRS
The performance of the Company for the financial year ended 31st March2019 is summarized as under:
|Particulars ||As at 31st March 2019 ||As at 31st March 2018 |
|Total income ||101575731 ||98272642 |
|Total expenditure ||25999550 ||35686239 |
|Profit before taxation ||75576181 ||62586403 |
|Less: Provision for Taxation || || |
|- Current tax ||18447709 ||18377151 |
|- Deferred tax asset ||(2631) ||(1615358) |
|Net profit after taxes ||57131103 ||45824611 |
|Earnings per share (Face Value Rs. 10/- each) || || |
|Basic ||2.96 ||2.55 |
|Diluted ||2.96 ||2.55 |
During the year under review the Company has reported a total incomeof INR 101575731/- as compared with previous year total income of INR 98272642/- whichhas increased by 3.36%.
The Board of Directors are pleased to recommend final dividend of 5%i.e. Rs. 0.5/- per equity share of face value of Rs. 10/- each for the financial yearended 31st March 2019. The dividend payment is subject to approval of members at theensuing Annual General Meeting.
Your Company being a non-deposit taking non-banking financial company("NBFC") has not accepted public deposits during the year under review and shallnot accept any deposits from the public without obtaining prior approval of the RBI andaccordingly disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and8(5)(vi) of the Companies (Accounts) Rules 2014 are not applicable to your Company.
TRANSFER TO RESERVES
The Company has proposed to transfer Nil amount to the General Reserveout of amount available for appropriations.
CONSOLIDATED FINANCIAL STATEMENT
In terms of Section 129 of the Companies Act 2013 read with Rulesframed thereunder ("Act") consolidated audited financial statements of theCompany and its subsidiaries along with the standalone audited financial statements of theCompany for the financial year ended 31st March 2019 is provided in the Annual Report andshall be laid before the ensuing Annual General Meeting of the Company.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review following two companies have ceased to be Company'ssubsidiaries:
1. Mangal Buildhome Private Limited;
2. Mangal Global Marbles Private Limited
A statement containing the salient features of the financial statement of subsidiarycompanies as per Section 129(3) of the Act in the prescribed Form AOC-1 is annexed as AnnexureA.
Your Company does not have any joint venture(s)/associate company(ies) within themeaning of Section 2(6) of the Act.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of Business by the Company during the period underreview.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In terms of Section 186(11) of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014 the provisions of Section 186 in respect of loans madeguarantees given or securities provided by the Company are not applicable to the Company.
During the year under review in the 56th Annual General Meeting heldon 29th September 2018 shareholders of the Company approved the consolidation of each ofthe existing Equity Share of face value Re. 1/- (Rupee One) each into Equity Share of facevalue Rs. 10/- (Rupees Ten) each. Following is the structure of Share Capital of theCompany:
|Particulars ||No. of Shares ||Face Value ||Share Capital |
|Authorised Capital ||25000000 ||10/- ||250000000/- |
|Issued Capital ||19313986 ||10/- ||193139860/- |
|Subscribed Capital ||19313986 ||10/- ||193139860/- |
|Paid-up Capital ||19313986 ||10/- ||193139860/- |
Your Company has not issued any equity shares with differential rightsas to voting dividend or otherwise.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) and Section 92(3) of the Act read withthe Companies (Management and Administration) Rules 2014 the extract of Annual Return asat financial year ended 31st March 2019 in the prescribed Form MGT-9 is annexed as AnnexureB to this Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under reviewis presented in a separate section forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March 2019 the Board of Directors of your Companycomprises of 8 (eight) Directors out of which 1 (One) is NonExecutive Director 4 (four)are Non-Executive Independent Directors and 3 (three) are Executive Directors. TheChairman is a Non-Executive Non-Independent Director. The Board composition is incompliance with the requirements of the Act the Listing Regulations and the circulars /directions / notifications issued by the RBI ("RBI Directions"). Detailedcomposition of the Board of Directors has been provided in the Corporate Governance Reportwhich is annexed to and forms an integral part of this Board's Report.
Appointment of Directors:
Considering the resignation of the Directors and in compliance with therequirements of the Act the Listing Regulations and the RBI Directions and in order tostrengthen the Board by inducting eminent persons having rich experience not only in thefinancial services industry but also other relevant fields the Board of Directors on therecommendation of the Nomination & Remuneration Committee and the Shareholders of theCompany at their meetings approved the appointment of the following Directors:
|Sr. No. Name of the Director ||Designation ||Date of Board Approval ||Date of Shareholders Approval |
|1. Mr. Srichand Teckchand Gerela ||Non-Executive Director ||12/06/2018 ||29/09/2018 |
|2 Mrs. Nirupama Dattatray ||Independent Director ||12/06/2018 ||29/09/2018 |
|3 Mr. Abhishek Jain ||Independent Director ||06/07/2018 ||29/09/2018 |
|4 Mr. Ramanathan Annamalai ||Independent Director ||06/07/2018 ||29/09/2018 |
|5 Mr. Ganesh Subramanyam ||Additional Director (Independent Director) ||14/11/2018 ||- |
Mr. Ganesh Subramanyam (DIN: 01718431) was appointed as an AdditionalDirector (Independent Category) at the Board Meeting held on 14th November 2018. TheCompany has received a notice from a Member under the provisions of Section 160 of theCompanies Act 2013 proposing the candidature of Mr. Ganesh Subramanyam for the office ofDirector of the Company. The resolution seeking approval of the shareholders forappointment of Mr. Ganesh Subramanyam has been incorporated in the Notice of theforthcoming Annual General Meeting of the Company.
Each Non-Executive Independent Directors are appointed for a term of 5years effective from the date of Board approval.
During the year under review Mr. Srichand Teckchand GerelaNon-Executive Director of the Company was appointed as the Chairman with effect from 14thAugust 2018. He then resigned from the Board w.e.f 01/04/2019.
Retirement by Rotation of the Directors:
In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 Mr. Naval Maniyar (DIN: 06657440) Director and Mr. Meghraj Jain (DIN:01311041) shall retire by rotation at the forthcoming Annual General Meeting and beingeligible offers themself for re-appointment. A brief profile of Mr. Naval Maniyar and Mr.Meghraj Jain has been included in the Notice convening the ensuing Annual General Meeting.
Resignation /Cessation of the Directors:
During the year under review following Resignation /Cessation took place in the Board:
Mr. Ratish Tawde Independent Director vacated the office w.e.f. 12th June 2018;
Mrs. Swati Sharma Independent Director resigned w.e.f. 20th June 2018;
Mr. Gurumurthy Ramachandran Independent Director vacated the office w.e.f. 14thAugust 2018;
The Board has placed on record its sincere appreciation for thevaluable contributions made by each of the directors during their respective tenures onthe Board of the Company.
Based on the declarations and confirmations received in terms of theprovisions of the Act the Listing Regulations and the RBI Directions none of theDirectors on the Board of your Company are disqualified from being appointed as Directors.
A certificate from M/s. Vijay S. Tiwari & Associates PracticingCompany Secretary confirming that none of the Directors on the Board of the Company as on31st March 2019 have been debarred or disqualified from being appointed or continuing asDirector on the Board of the Company by the Securities and Exchange Board of India theMinistry of Corporate Affairs or any such statutory authority forms part of the CorporateGovernance Report which is annexed to and forms an integral part of this Board's Report.
The Company has received declaration from the Independent Director(s)affirming compliance with the criteria of independence as stipulated in Section 149(6) ofthe Act and Regulation 16(1)(b) of the Listing Regulations.
Key Managerial Personnel:
In terms of the Act the following persons are the Key Managerial Personnel("KMP") of the Company:
1. Mr. Meghraj Jain - Managing Director;
2. Mr. Naval Maniyar - Chief Financial Officer; and
3. Ms. Supriya Agarwal - Company Secretary & Compliance Officer
During the year under review following changes took place in the KMPs of the Company:
i. Mr. Naval Maniyar was designated as KMP of the Company pursuant to his appointmentas Chief Financial Officer with effect from 21st May 2018;
ii. Ms. Madhuri Survase ceased to be a KMP of the Company pursuant to her resignationfrom the office of Company Secretary & Compliance Officer of the Company with effectfrom 06th July 2018; and
iii. Ms. Supriya Agarwal was designated as KMP of the Company pursuant to herappointment as Company Secretary & Compliance Officer of the Company with effect from07th July 2018;
COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS
During the year under review your Company has complied with applicablesecretarial standards issued by the Institute of Company Secretaries of India.
STATUTORY AUDITORS & THEIR REPORT
M/s. MGB & Co. LLP Chartered Accountants (FRN: 101169W/W-100035)Statutory Auditors of the Company holds office till the conclusion of the ensuing AnnualGeneral Meeting. It has been proposed to re-appoint M/s. MGB & Co. LLP CharteredAccountants as the Statutory Auditors of the Company for a term of 4 years from theconclusion of 57th Annual General Meeting till the conclusion of 61st Annual GeneralMeeting of the Company.
The Company has received a written consent from M/s. MGB & Co. LLPChartered Accountants for appointment as Statutory Auditors of the Company for a periodof 4 years and a certificate that they are eligible and not disqualified from beingappointed as Statutory Auditors that their appointment would be in accordance with theconditions as may be prescribed in the Act and that they satisfy the criteria provided inSection 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for appointmentof statutory auditors.
M/s. MGB & Co. LLP Statutory Auditors in their report(s) on thestandalone audited financial statements and consolidated audited financial statements ofyour Company for the financial year ended 31st March 2019 have not submitted anyqualifications reservations adverse remarks or disclaimers.
DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION143(12) OF COMPANIES ACT 2013
There are no frauds reported by the Auditor which are required to bedisclosed under Section 143 (12) of Companies Act 2013.
SECRETARIAL AUDITOR & ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has appointed M/s. Vijay S. Tiwari & AssociatesPracticing Company Secretaries as a Secretarial Auditor of the Company according to theprovision of section 204 of the Companies Act 2013 read with rules for conductingSecretarial Audit of Company for the financial year 2018-2019. The Report of theSecretarial Audit and Annual Secretarial Compliance Report pursuant to SEBI Circular No.CIR/CFD/CMD1/27/2019 dated 08 th February 2019 is annexed herewith as Annexure C andAnnexure D. The Secretarial Audit Report does not contain any qualificationsreservation or adverse remarks.
MAINTENANCE OF COST RECORDS
Your Company is not required to maintain cost records in terms ofSection 148(1) of the Act.
REPORT ON CORPORATE GOVERNANCE
The Corporate Governance Report for the year under review includingdisclosures as stipulated under Regulation 34 read with Schedule V of the ListingRegulations and the RBI Directions is annexed as Annexure F to this Board's Report.
A certificate from M/s. Vijay S. Tiwari & Associates PracticingCompany Secretary confirming compliance with the conditions of Corporate Governance asprescribed under the Listing Regulations is annexed to the Corporate Governance Report.
The Board meets at regular intervals inter-alia to discuss and reviewvarious matters including business performance business strategies and policies. Duringthe year under review 7 (Seven) meetings of the Board of Directors were held as per thedetails below:
Sr. No. Date of Board Meeting
1. 21st May 2018
2. 12th June 2018
3. 06th July 2018
4. 14th August 2018
5. 14th November 2018
6. 14th February 2019
7. 27th March 2019
The maximum interval between any two meetings did not exceed 120 days.
Details with respect to the meetings of the Board of Directors andCommittee(s) held during the year under review including attendance by Directors /Members at such meetings have been provided in the Corporate Governance Report which isannexed to and forms an integral part of this Board's Report.
The Board of Directors in compliance with the requirements of variouslaws applicable to the Company and for operational convenience has constituted severalcommittees to deal with specific matters and has delegated powers for different functionalareas to different committees.
The Board of Directors has constituted Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committee.
Details with respect to the composition terms of reference number ofmeeting(s) held and attended by respective member(s) have been provided in the CorporateGovernance Report which is annexed to and forms an integral part of this Board's Report.
FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS
At the time of appointment all Directors of your Company arefamiliarized with their roles responsibilities rights and duties along with a briefoverview of your Company's operations in a nutshell. The Board members are furtherprovided with necessary documents reports and internal policies to enable them tofamiliarise with the Company's procedures and practices. Periodic presentations are madeat the Board and Committee meetings on business and performance of the Company globalbusiness environment business strategy and associated risks responsibilities of theDirectors etc. Detailed presentations on the business and updates thereon were made at themeetings of the Board and Committees held during the year. The details of the saidprogrammes are available on the website of the Company.
The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees and Individual Directors pursuant to the provisions of theCompanies Act 2013 and Listing Regulations. In terms of the requirement of Schedule IV ofthe Act and Regulation 25 of the Listing Regulations a separate meeting of theIndependent Directors was held on 27th March 2019 to review the performance of the Non-Independent Directors including the Chairman and the Board as a collective entity. Thedetailed process indicating the manner in which the annual evaluation has been carried outpursuant to Listing Regulations and Companies Act 2013 is given in the CorporateGovernance Report which forms integral part of this Annual Report.
DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
Disclosures with respect to the remuneration of Directors KMPs andemployees as required under section 197(12) of the Companies Act 2013 read with Rule 5(1)and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Annexure E to this Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In terms of Section 177(9) and Section 177(10) of the Act and theListing Regulations the Board of Directors adopted a Whistle Blower Policy/VigilMechanism inter- alia to provide a mechanism for Directors and employees of the Company toapproach the Audit Committee of the Company and to report genuine concerns related to theCompany and provide for adequate safeguards against victimization of Director(s) oremployee(s) who report genuine concerns under the mechanism. Details of the Whistle BlowerPolicy/Vigil Mechanism have been provided in the Corporate Governance Report which isannexed to and forms an integral part of this Board's Report.
RELATED PARTY TRANSACTIONS
During FY 2018-19 all transactions entered into with related partiesas defined under the Companies Act 2013 and the Listing Regulations were in the ordinarycourse of business and on arm's length basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Suitable disclosures as required by the Accounting Standards(AS18) have been made in the notes to the Financial Statements. The details of thetransactions with related parties are placed before the Audit Committee from time totime.
STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICYU/S 134
As per Regulation 21 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 the top 100 listed entities andw.e.f 01/04/2019 top 500 listed entities needs to adopt Risk Management Policy. Thereforeour Company is not required to adopt Risk Management Policy.
THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal financial controls beside timelystatutory audit limited reviews and internal audits taking place periodically.
CEO & CFO CERTIFICATE
Compliance Certificate in terms of Regulation 17(8) of the ListingRegulations on the audited financial statements and other matters prescribed thereinsubmitted to the Board of Directors by the Managing Director and the Chief FinancialOfficer of the Company for financial year ended 31st March 2019 is enclosed herewith at AnnexureG to this Board's Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
During the year under review the Company has not developed the policyon Corporate Social Responsibility as the Company does not fall under the prescribedclasses of Companies mentioned under section 135(1) of the Companies Act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to provide safe and conducive environment toits employees. Your Directors further states that during the year under review there wereno cases filed pursuant to the Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments other than in the normal course ofbusiness have occurred after the close of the year till the date of this Report whichaffect the financial position of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Your Company being an NBFC and engaged in the financial servicesactivities its operations are not energy intensive nor does it require adoption ofspecific technology and hence information in terms of Section 134(3)(m) of the Act readwith the Companies (Accounts) Rules 2014 is not provided in this Board's Report. YourCompany is vigilant on the need for conservation of energy. During the year under reviewyour Company did not have any foreign exchange earnings and foreign currency expenditure.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no material or significant orders passed by the regulator(s)or court(s) or tribunal(s) impacting the going concern status and /or the futureoperations of your Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (5) of Section 134 of theCompanies Act 2013 and to the best of our knowledge and belief and according to theinformation and explanations obtained by us the Directors hereby confirm that:
a) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
b) 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 at the end of thefinancial year and of the profit of the Company for that period;
c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the directors have prepared the annual accounts on a going concernbasis;
e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f) the Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingefficiently.
The Directors take this opportunity to express their appreciation toaLL stakeholders of the Company including the Reserve Bank of India the Ministry ofCorporate Affairs the Securities and Exchange Board of India the Government of India andother Regulatory Authorities the Depositories the BSE Limited Bankers FinancialInstitutions Members and Customers of the Company for their continued support and trust.The Board further places on record its appreciation for the dedicated services rendered bythe employees of the Company.
By the Order of the Board of Directors For Mangal Credit and FincropLimited
|Sd/- ||Sd/- |
|Meghraj Jain ||Naval Maniyar |
|Managing Director ||Director |
|DIN: 01311041 ||DIN:06657440 |
|Place: Mumbai || |
|Date: 14th August 2019 || |