Mangalam Industrial Finance Ltd.
|BSE: 537800||Sector: Financials|
|NSE: N.A.||ISIN Code: INE717C01025|
|BSE 00:00 | 19 Oct||0.59||
|NSE 05:30 | 01 Jan||Mangalam Industrial Finance Ltd|
Mangalam Industrial Finance Ltd. (MANGALAMINDUSTR) - Director Report
Company director report
Your Directors have pleasure in presenting the Annual Report of the Company togetherwith Standalone Audited Accounts for the year ended on 31st March 2018.
1. FINANCIAL RESULTS :
(Rs. in Lakh)
2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK :
During the year under review the Company has made a Profit of Rs. 39.39 lakh beforetax. Your Directors are identifying prospective areas and will make appropriateinvestments that will maximize the revenue of the company in the current Financial Year.
3. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS :
The Company is a Non-Banking Finance Company and is presently engaged in the businessof Investing and Financing.
In the multi-tier financial system of India importance of NBFCs in the Indianfinancial system cannot be neglected. The Company expects that with a stable and areformed government at the center there will he positive growth and furtherrationalization of capital market which will lead to more investment value creationcapitalization and thus the additional wealth for investors and see better prospects innear future. Also with the growing economy there will be more opportunities for financingwhich will prove beneficial for our company. The Company expects better results in nearfuture in anticipation of the policy reforms combined with the dedication of the highlymotivated team with excellent understanding of the operations along with magnificentcustomer relation skills.
4. DIVIDEND :
In view of strengthening the financial position of the Company and to enhance thereserve base of the Company your directors are not recommending any dividend during thefinancial year.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
Since there was no unpaid / unclaimed Dividend declared and paid in previous year theprovisions of Section 125 of the Companies Act 2013 is not applicable to the Company.
6. SHARE CAPITAL :
The paid-up equity capital as on March 31 2018 was Rs. 9616.435 lakhs. During thefinancial year the Company has not allotted any equity shares.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT :
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.
8. TRANSFER TO RESERVES :
As per the statutory requirement for NBFC Companies the company has transferred a sumof Rs. 584937/- to RBI Reserve Fund under the head Special Reserve vide note - 3 ofBalance Sheet for the year ended 31st March 2018.
9. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013 :
Your Company is committed to provide and promote safe healthy and congenial atmosphereirrespective of gender caste creed or social class of the employees. No cases have beenfiles under the Act as the Company is keeping the working environment healthy.
10. CORPORATE SOCIAL RESPONSIBILITY :
The Companies (Corporate Social Responsibility Policy) Rule 2014 is not applicable tothe Company. Hence there is no need to develop policy on CSR and take initiative thereon.However your Company respects society value and make endeavor to contribute for thesocietal cause as far as possible.
11. RISK MANAGEMENT :
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.
12. AUDITORS :
In accordance with the provisions of Section 139 of the Companies Act 2013 and theRules framed thereunder ('the Act') M/s. G. C. Bafna & Co. Chartered Accountants(Firm Registration No. 319104E) was appointed as the Auditors of the Company at theAnnual General Meeting (AGM) held on September 12 2017 to hold office till theconclusion of the AGM to be held in 2018. M/s. G. C. Bafna & Co. has since tenderedits resignation as the Auditors of the Company resulting in casual vacancy in the officeof the Auditors.
The Board has recommended to the Members the appointment of M/s. R. K. Kankaria &Co. Chartered Accountants (Firm Registration No. 321093E) as the Auditors of theCompany:
(a) to fill the casual vacancy caused by the resignation of M/s. G. C. Bafna & Co.and to hold the office up to the conclusion of this AGM; and
(b) for a period 5 years from the conclusion of this AGM till the conclusion of the AGMof the Company to be held in the year 2023.
M/s. R. K. Kankaria & Co. Chartered Accountants (Firm Registration No. 321093E)has confirmed its eligibility to act as the Statutory Auditors of the Company.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report.
Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. P D Rao & Associates Practicing Company Secretaries (C.P. No. 14385& Membership Number A38387) to undertake the Secretarial Audit of the Company. TheSecretarial Audit report for the financial year ended 31st March 2018 is annexed herewithas "Annexure-A" to this report. The Secretarial Audit Report does not containany qualification reservation and adverse remark.
13. EXTRACT OF ANNUAL RETURN :
As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return for theyear ended 31st March 2018 in Form No. MGT-9 is annexed herewith as "Annexure-B".
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Your Director wishes to place on record their kind appreciation to Ms. Kirti Sharma(DIN:07434779) who retires by rotation and being eligible offers herself forre-appointment.
Ms. Kirti Sharma has also resigned from the post of Company Secretary w.e.f. 23rd June2017 due to her personal reasons and in place of which Mrs. Namrata Saboo has beenappointed w.e.f. 27th day of July 2017. Ms. Kirti Sharma also changed her designationfrom Whole Time Director to Non-Executive Director w.e.f. 23rd June 2017.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and the Listing Regulations.
15. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement of clause (c) of sub-section (1) and sub section (5) ofsection 134 of the Companies Act 2013 (the Act) and based on therepresentations received from the operating management the Directors hereby confirm that:
i. In preparation of the annual accounts the applicable Accounting Standards have beenfollowed.
ii. The Directors have selected such accounting policies and have 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 at the end of theFinancial Year and Profit & Loss of the company for that period.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
iv. The Directors have prepared the annual accounts ongoing concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
16. PERSONNEL :
Human Capital is an important asset for the Company and the Company has taken and shallcontinue to take adequate steps towards education and enrichment of the human capital.Your Directors place on record the sense of appreciation for the valuable contributionmade by the staff members of the company and hope that their continued support will helpin achieving the goals of the Company. None of the employees of the company are in receiptof remuneration in excess of the limit prescribed under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (appointment and Remuneration ofManagerial Personnel) Rules 2014.
17. ACCEPTANCE OF DEPOSIT :
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 asamended.
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
The company has not given any loans or guarantees covered under the provisions ofSection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
19. PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY:
A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said policymay be referred to at the website of the Company http://vvvvw.miflindia.com/.The Audit Committee reviews all related party transactions quarterly. Necessary approvalof the Audit Committee and the Board of Directors were taken wherever required.
20. ENVIRONMENT AND SAFETY :
The Company is conscious of the importance of environmentally clean & safeenvironment. Since your company is a Non-Banking financial company so the question ofenvironment pollution does not arise.
However the company ensures safety of all concerned compliances environmentalregulations and prevention of natural resources.
21. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING ANDOUTGO :
The provisions of Section 134(3)(m) of the Companies Act 2013 regarding conservationof energy and technology absorption are not applicable.
Further there were no foreign exchange inflow or outgo during the period under review.
22. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange and requirements underthe Companies Act 2013 the Report on Corporate Governance together with StatutoryAuditors view and management discussion & analysis report regarding compliance of theSEBI code of Corporate Governance is annexed herewith.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board and tomaintain its objectivity and independence the Audit Committee reports to the Chairman ofthe Audit Committee and & to the Board Chairman & Managing Director.
24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFINDIVIDUAL DIRECTORS :
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Stakeholders Relationship Nomination & Remuneration Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
25. REMUNERATION POLICY :
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 13 (Thirteen) meeting of the Board of directors was held and the details of whichare given in the Corporate Governance Report annexed hereto. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act.2013.
27. CODE OF CONDUCT :
The Board of Directors has a Code of Conduct which is applicable to the Members of theBoard and all employees in the course of day to day business operations of the company.The Code has been posted on the Companys website http://www.miflindia.com/.The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders.
The Code gives guidance through examples on the expected behaviour from an employee ina given situation and the reporting structure. All the Board Members and the SeniorManagement Personnel have confirmed compliance with the Code. All Management Staff weregiven appropriate training in this regard.
28. RELATED PARTY TRANSACTION POLICY:
The policy regulates all transactions between the company and its related parties. Thepolicy is available on the website of the company (
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
30. V IGIL MECHANISM/ WHISTLE MECHANISM POLICY :
In pursuant to the provisions of section 177 of the Companies Act 2013 and SEBIListing Regulations the Company has a vigil mechanism to deal with issuance of fraud andmismanagement if any. In staying true to our values of Strength Performance and Passionand in line with our vision of being one of the most respected companies in India theCompany is committed to the high standards of Corporate Governance and stakeholderresponsibility.
31. PREVENTION OF INSIDER TRADING :
The Code requires pre-clearance for dealing in the Companys shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has adopted a Code ofConduct for Prevention of Insider Trading with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
32. PRESERVATION OF DOCUMENTS:
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
33. LISTING WITH STOCK EXCHANGE
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2017-18 to the Bombay Stock Exchange Limited (BSE) where the shares ofthe Company are listed.
Further The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) forvoluntary delisting of equity shares and the same has been delisted from The CalcuttaStock Exchange Ltd. (CSE) with effect from 02.04.2018 vide their notice dated 29.03.2018.
34. DEPOSITORY SYSTEM:
Your Companys equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31 2018 99.95% of the equity shares of your Company were held in demat form.
35. SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government.
36. ACKNOWLEDGEMENTS :
The Board wishes to place on record their gratitude for the co-operation and assistancereceived from all those who contributed by some means or other for the performance of thecompany and expect the same in the future.