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Mangalam Industrial Finance Ltd.

BSE: 537800 Sector: Financials
NSE: N.A. ISIN Code: INE717C01025
BSE 00:00 | 02 Dec 4.83 -0.07
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NSE 05:30 | 01 Jan Mangalam Industrial Finance Ltd
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VOLUME 517192
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OPEN 4.90
CLOSE 4.90
VOLUME 517192
52-Week high 9.78
52-Week low 3.36
P/E
Mkt Cap.(Rs cr) 464
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mangalam Industrial Finance Ltd. (MANGALAMINDUSTR) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting the Annual Report of the Companytogether with Standalone Audited Accounts for the year ended on 31st March 2021.

1. FINANCIAL RESULTS:

 

(Rs. in Lakh)

Standalone
Particulars Current Year 2020-2021 Previous Year 2019-2020
Sales & Other Income 205.27 221.61
Profit Before Depreciation & Taxation 90.21 (13.26)
Less: Depreciation 0.00 0.02
Less: Current Tax 23.46 0.00
Less: Mat Tax Credit 0.00 0.00
Less: Deferred Tax 0.00 0.00
Profit / (Loss) After Taxation 66.75 (13.26)
Add: Balance Brought Forward from Previous Year (38.22) (24.70)
Surplus Available for Appropriation 66.75 (13.26)
Appropriations - -
Provision for Standard Assets (As per RBI Act) (13.35) (0.26)
Provision of Doubtful Assets 0.00 0.00
Transferred to Reserve Fund 0.00 0.00
Balance Carried to Balance Sheet 15.18 (38.22)

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK :

During the year under review the Company has made a profit of Rs. 66.75 Lakhs. Yourdirectors are identifying prospective areas and will make appropriate investments thatwill maximize the revenue of the company in the current Financial Year. During the yearoperations of the Company were affected due to first wave of Covid-19 & there waschange in the control & management of the Company.

During the year there was change in the control & management of the Company. (1)Mr. Yatin Sanjay Gupte (2) Mr. Vettukallel Avirachan Sojan (3) Mr. R. Venkataramana (4)Garuda Mart India Private Limited and (5) Wardwizard Solutions India Private Limited haveacquired 255192000 equity shares of Re. 1/- each representing 26.54% of the paid-upcapital of the Company by way of Share Purchase Agreement dated 19th November2020 between the existing promoters & Acquirers. The Acquirers have made Open Offer of25 00 27310 equity shares of Rs. 1/- each at an offer price of Re. 0.50/- per sharerepresenting 26% of the paid-up capital of the Company. RBI vide its letter no: Dos(NBFC).RO.Kol.No.333/08.02.400/2020-21 dated 23rd December 2020 has given itsapproval for change in the control & management of the Company. Accordingly Company& Acquirers have given public notice dated 07th January 2021 in BusinessStandard in English newspaper (all editions) and Aajkaal in Bengali newspaper (Kolkataedition) newspaper about the proposed change in the control & management of theCompany. The Open Offer opened on 31st May 2021 & closed on

11th June 2021 & it was concluded successfully on 18th June2021. Pursuant to RBI & SEBI the entire Board of the Company was changed on 03rdJune 2021 details of which are given elsewhere in the report.

The new management gave a second Open Offer on 04th August 2021 for 21 1561570 fully paid-up equity shares of Re.1/- each at an Offer price of Re. 0.50 per sharerepresenting 22% of the paid-up capital of the Company. The new management wants toincrease their shareholding of the Company.

3. EFFECT OF COVID-19 ON THE BUSINESS OF THE COMPANY:

The COVID-19 pandemic and the long-drawn lock-down has resulted in a significantdecrease in the economic activities globally as well as across our country. The extent ofimpact of COVID-19 on economic growth of the country is difficult to predict and willmainly depend on the future developments in containment of COVID-19 and the actions takenfor resumption of operations which is highly uncertain.

During this unprecedented year we continued to prioritize the health and wellbeing ofour employees through multiple safety measures. We have ensured continuation of servicesof all employees allowed them to work from home whenever required kept their personalrevenue stream flowing without any interruption and ensured that their morale was kepthigh.

The impact of COVID-19 on the economy continues to be uncertain and the extent towhich the ongoing COVID-19 pandemic will impact the Company's financial performanceincluding the Company's estimates of impairment of loans is dependent on such futuredevelopments the severity and duration of the pandemic which cannot be predicted withany degree of certainty.

The impact assessment of COVID-19 is a continuing process given its uncertainty innature and duration; this may have corresponding impact in the financial position. TheCompany will continue to monitor any material changes to the future economic conditions.

4. BRIEF DESCRIPTION OF THE STATE OF COMPANY'S 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 centre there will be 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.

5. 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.

6. 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.

7. SHARE CAPITAL:

The paid-up equity capital as on March 312021 was Rs. 9616.435 lakhs. During thefinancial year the Company has not allotted any equity shares.

8. 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.

9. TRANSFER TO RESERVES:

As per the statutory requirement for NBFC Companies the company has transferred a sumof Rs. 13 35148/- to RBI Reserve Fund under the head Special Reserve vide note - 3 ofBalance Sheet for the year ended 31st March 2021.

10. 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.

11. HOLDING SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES AS PER COMPANIESACT 2013:

The Company does not have any holding subsidiaries joint ventures and associatescompanies as per companies act 2013

12. 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 endeavour to contribute for thesocietal cause as far as possible.

13. 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.

14. COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis. NewInstructions/Guidelines issued by the regulatory authorities were disseminated across theCompany to ensure that the business and functional units operate within the boundaries setby regulators and that compliance risks are suitably monitored and mitigated in course oftheir activities and processes.

15. 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 2021 in Form No. MGT-9 is annexed herewith as "Annexure-A".

16. AUDITORS:

 

Statutory Audit:-

The Board has recommended to the members to appointment of M/s. Mahesh Udhwani &Associates Chartered Accountants Vadodara with Firm Registration Number 129738W asStatutory Auditor of the Company to fill the casual vacancy caused due to resignation ofM/s. R. K. Kankaria & Co. Chartered Accountants (Firm Registration No. 321093E)Kolkata (pursuant to change of management of the Company & pursuant to successfulcompletion of Open Offer by the Acquirer) at a remuneration as may be mutually agreed tobetween the Board of Directors and M/s. Mahesh Udhwani & Associates CharteredAccountants to hold office of Statutory Auditor w.e.f. 23rd August 2021 tillthe conclusion of Annual Meeting of the Company to be held in the year 2023 (subject toratification of their appointment at every Annual General Meeting. Since M/s. R. K.Kankaria & Co. Chartered Accountants Kolkata do not have any branch office orinfrastructure at Vadodara to conduct the audit of the Company; hence they have resignedas Statutory Auditor of the Company. From July 2021 Company is maintaining all records atthe Corporate Office of the Company at Vadodara. There is no other material reason for theresignation by the present Auditor of the Company.

M/s. Mahesh Udhwani & Associates Chartered Accountants (Firm Registration No.129738W) has confirmed its eligibility to act as the Statutory Auditor of the Company.

The statutory auditor's report does not contain any qualifications reservations oradverse remarks or disclaimer.

Secretarial Audit:-

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 Ms. Pooja Bansal Practicing Company Secretaries (C.P. No. 18524 &Membership Number A50458) to undertake the Secretarial Audit of the Company. TheSecretarial Audit report for the financial year ended 31st March 2021 is annexed herewithas "Annexure-B" to this report. The Secretarial Audit Report does not containany qualification reservation and adverse remark.

17. INTERNAL AUDITORS:

M/s. VSNB & ASSOCIATES Chartered Accountants (Firm Registration No. 0330017E) hasbeen appointed as Internal Auditors under Section 138 of the Companies Act 2013 read withthe Rule 13 of the Companies (Accounts) Rules 2014.

18. INDIAN ACCOUNTING STANDARDS 2015

The annexed financial statements comply in all material aspects with Indian AccountingStandards (Ind AS) notified under section 133 of the Act Companies (Indian AccountingStandards) Rules 2015 and other relevant provisions of the Act.

19. RBI GUIDELINES

The Company continues to fulfil all the norms and standards laid down by the RBIpertaining to non-performing assets capital adequacy statutory liquidity assets etc.The Company is in compliance with the NBFC - Corporate Governance (Reserve Bank)Directions 2015.

20. DIRECTORS:

The entire Board of the Company has undergone changes pursuant to change in themanagement of the Company. The details of directors appointed & resigned during theyear are as follows:

Sr. No DIN Name of Director Designation Original Date of Appointment Date of Cessation
1 00080515 Pradeep Kumar Daga Managing Director 24-09-2014 03-06-2021
2 00152267 Rathindra Nath Ghosh Non-Executive Independent Director 30-12-2005 03-06-2021
3 06931935 Utpal Dey Non-Executive Director 08-07-2015 03-06-2021
4 08471379 Santosh Choradia Non-Executive Woman Director 31-10-2019 03-06-2021
5 08751700 Nitesh Singh Non-Executive Independent Director 03-06-2020 03-06-2021
6 08752495 Pritika Choraria Non-Executive Independent Director 03-06-2020 03-06-2021
7 00140430 Arun Chakraborty Non-Executive Independent Director 22-12-2004 03-06-2020
8 00165816 Sudarson Kayori Non-Executive Independent Director 22-12-2004 03-06-2020
9 02809108 Venkata Ramana Revuru (Appointed as a Managing Director on 10-08-2021) Additional Executive Director 03-06-2021
10 07261150 Yatin Sanjay Gupte Additional NonExecutive NonIndependent Director 03-06-2021
11 07593791 Vettukallel Avirachan Sojan Additional NonExecutive NonIndependent Director 03-06-2021
12 08693675 Bhargav Govindprasad Pandya Additional NonExecutive NonWhole-Time Independent Director 03-06-2021
13 08865234 Nikhil Bhagwanshanker Dwivedi Additional NonExecutive NonWhole-Time Independent Director 03-06-2021
14 09195568 Neelambari Harshal Bhujbal Additional NonExecutive NonWhole-Time Independent Director 03-06-2021

Pursuant to the provisions of the Companies Act 2013 and as per Listing Agreementwhere ever applicable evaluation of every Director's performance was done by Nominationand Remuneration Committee. The performance evaluation of Non-Independent Directors andthe Board as a whole Committees thereof was carried out by Independent Directors.Evaluation of Independent Directors was carried out by the entire Board of Directorsexcluding the Director being evaluated. The performance evaluation of the Chairman of theCompany was also carried out by Independent Directors taking into account the views ofthe Executive Director and Non-Executive Directors. Structured questionnaires wereprepared in accordance with the applicable provisions on Board Evaluation covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the Directors to discharge their duties etc. werecirculated to the Directors for the evaluation process. All Directors unanimouslyexpressed that the evaluation outcome reflect the overall engagement of the Board and itsCommittees with the Company and its management and they are fully satisfied with the same.

The Independent Directors have submitted declaration of independence as required undersection 149(7) of the Act stating that they meet the criteria of independence as providedin section 149(6) of the Act as amended and Regulation 16 of the SEBI Listing Regulationsas amended. The Company has received declarations from each of the Independent Directorsconfirming that they meet the criteria of independence as provided in subsection 6 ofSection 149 of the Companies Act 2013.

The details of familiarization programmed for Independent Directors have been disclosedon website of the Company and are available at the website www.miflindia.com.

Formal annual evaluation of the performance of the Board its Committees and DirectorsInformation on the manner in which formal annual evaluation has been made by the Board ofits own performance and that of its committee and individual directors is given in thewebsite of the Company.

The details of Policy on appointment of Directors and Senior Management Policy onRemuneration of Directors and Policy on Remuneration of Key Managerial Personnel andEmployees have been disclosed on website of the Company and are available at the websitewww.miflindia.com.

21. KEY MANAGERIAL PERSONNEL:

The Company has following persons as Key Managerial Personnel under the Companies Act2013:

Sr. No Name Designation
1 Venkata Ramana Revuru (Appointment w.e.f 10-08-2021) Managing Director
2 Mrs. Tamanya Dey (Resigned on 03rd June 2021) Chief Financial Officer
3 Mr. Deepakkumar Mineshkumar Doshi (Appointed on 03rd June 2021) Chief Financial Officer
4 Mr. Manish Bhoot Company Secretary and Compliance officer

22. 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 the representationsreceived 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 2013for 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.

23. 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.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12).

During the year under review no frauds were reported by the auditors to the AuditCommittee or the Board under section 143(12) of the Act.

25. DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013:

There was no incident which would affect the Company's financial position between theend of the financial year of the Company and the date of this report except as disclosedelsewhere in this report.

26. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is notrequired to maintain any Suspense Account or Unclaimed Account as required under ScheduleV of SEBI (LODR).

27. 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.

28. 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.

29. 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://www.miflindia.com/. The AuditCommittee reviews all related party transactions quarterly. Necessary approval of theAudit Committee and the Board of Directors were taken wherever required.

30. 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.

31. 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.

32. CORPORATE GOVERNANCE:

Your Company is committed to benchmarking itself with global standards of CorporateGovernance. It has put in place an effective Corporate Governance system which ensuresthat provisions of the Act and Listing Regulations are duly complied with not only inform but also in substance.

The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI"). The Company has also implemented several bestgovernance practices. The report on Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report. The Corporate Governance Report is applicableto the Company as on 31st March 2021.

In terms of Listing Regulations a report on Corporate Governance along with thecertificate from M/s. R. K. Kankaria & Co. Chartered Accountants (Firm RegistrationNo. 321093E) confirming compliance of the conditions of Corporate Governance is annexedhereto and forms part of this annual report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulations 34 (2) (e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is for the part of this report.

34. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most importantassets.

The Company takes pride in the commitment competence and dedication shown by itsemployees in all areas of business.

Your Company is continuously committed to nurturing enhancing retaining anddevelopment of talent on an ongoing basis through superior Learning & OrganizationalDevelopment. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement. Your Company stresses on lesser Employee Turnover and higherEmployee Retention.

35. 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.

36. 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.

37. 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.

38. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of Board Meetings and meetings of various Committees aregiven in the Corporate Governance Report. The intervening gap between the meetings waswithin the time period prescribed under the Companies Act 2013 the revised SecretarialStandards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBILODR. All the Directors actively participated in the meetings and contributed valuableinputs on the matters brought before the Board of Directors from time to time.

The formation and term of reference of various Committees are also given in theCorporate Governance Report.

39. INDEPENDENT DIRECTORS' MEETING

The Ministry of Corporate Affairs vide General circular no. 11 dated 24 March 2020granted relaxation in compliance with holding separate meeting of independent directorwithout attendance of non-independent directors and members of the management forFY2020-21.

40. COMMITTEES OF THE BOARD:

Your Company's Board has the following committees:

Audit Committee:

The Audit Committee is constituted in conformity with the provisions of Section 177 ofthe Act and Regulation 18 of the Listing Regulations. The details regarding thecomposition terms of reference meetings and attendance of members of Audit Committee ofthe Company are disclosed in the report of Corporate Governance which forms part of thisAnnual Report. During the year under review the Board of Directors of the Company hadaccepted all the recommendations of the Audit Committee.

Nomination and Remuneration Committee:

The Nomination & Remuneration Committee of Directors is constituted in accordancewith the requirements of Section 178 of the Act and Regulation 19 of the ListingRegulations. The details regarding composition term of references powers functionsscope meetings and attendance of members are included in Corporate Governance Reportwhich forms part of the Annual Report. Your Company has in place a nomination andremuneration policy which lays down a framework in relation to remuneration of DirectorsKey Managerial Personnel and Senior Management of the Company. The policy also lays downcriteria for selection and appointment of Board Members.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with theprovisions of Section 178 of the Act and Regulation 20 of the Listing Regulations. Thedetails regarding composition term of references powers functions scope meetings andattendance of members are included in Corporate Governance Report which forms part of theAnnual Report.

Details of terms of reference of the Committees Committee membership changes andattendance of Directors at meetings of the Committees are provided in the CorporateGovernance report.

41. 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 Company's website http://www.miflindia.com/. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business and in particular onmatters relating to integrity in the work place in business practices and in dealing withstakeholders.

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.

42. 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 (http://www.miflindia.com/cc/prt.pdf)

43. 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.

44. VIGIL 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.

45. PREVENTION OF INSIDER TRADING:

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession 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.

46. PRESERVATION OF DOCUMENTS:

All the documents as required under the Act has been properly kept at the registeredoffice of the Company.

47. LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 202021 to the Bombay Stock Exchange Limited (BSE) where the shares ofthe Company are listed.

48. DEPOSITORY SYSTEM:

Your Company's equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March31202199.95% of the equity shares of your Company were held in demat form.

49. 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.

50. DISCLOSURE OF COST RECORDS:

During the year under review the provisions of section 148 of the Companies Act 2013is not applicable to the Company.

51. CAUTIONARY STATEMENT:

Certain statements in the Directors' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include man and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic development within India and other incidental factors.

52. 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.

We very warmly thank all our employees for their contribution to your Company'sperformance.

We applaud them for their superior levels of competence dedication and commitment toyour Company.

By Order of the Board of Directors For Mangalam Industrial Finance Limited

SD/- SD/-
Venkata Ramana Revuru Yatin Sanjay Gupte
Managing Director Non-Executive Non-Independent Director
DIN:02809108 DIN: 07261150
Place: Vadodara
Date: 23rd August 2021

 

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