To,
The Members
Mangal Credit and Fincorp Limited
Your Directors are pleased to present the 61st Annual Report
on the affairs of your Company along with the Audited Financial Statements for the
Financial Year ended March 31, 2023.
In compliance with the applicable provisions of the Companies Act,
2013, ( the Act ), and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ( SEBI Listing Regulations ), this Directors Report is prepared based on the
standalone financial statements of the Company for the year under review.
1. FINANCIAL HIGHIGHTS
( In Lakhs)
| Particulars |
As at March 31, 2023 |
As at March 31, 2022 |
| Total income |
2139.98 |
1481.57 |
| Total expenditure |
1039.19 |
613.32 |
| Profit before taxation |
1100.79 |
868.25 |
| Less: Provision for Taxation |
|
|
| - Current tax |
295.98 |
235.22 |
| - Deferred tax asset |
(15.19) |
(13.11) |
| -Tax in respect of Earlier Year |
28.65 |
38.00 |
| Net profit after taxes |
791.35 |
608.14 |
| Earnings per share (Face Value 10/- each) |
|
|
| Basic |
4.10 |
3.15 |
| Diluted |
4.10 |
3.15 |
2. DIVIDEND
The Board of Directors are pleased to recommend final dividend of 0.5/-
per equity share (5%) of face value of 10/- each for the financial year ended March 31 ,
2023. The dividend payment is subject to approval of members at the ensuing Annual General
Meeting. As your Company is not falling under 1000 top listed entities, regulation 43A of
SEBI Listing Regulations is not applicable to the Company.
3. TRANSFER TO STATUTORY RESERVES
Pursuant to the requirement of Section 45-IC of the Reserve Bank of
India Act, 1934, an amount of 158.27/- Lakhs (previous year ended March 31, 2022 was
121.63/- Lakhs) was transferred to statutory reserve fund.
Statutory Reserve represents the Reserve Fund created under Section 45
IC of the Reserve Bank of India Act, 1934.
Accordingly, an amount representing 20% of Net Profit for the period is
transferred to the statutory reserve fund for the year.
4. REVIEW OF OPERATIONS
- Total Revenue increased to 2139.98 Lakhs in FY23 compared to 1481.57 Lakhs in FY22
- Interest Income (NII) from operations grew to 1987.14 Lakhs in FY23 to 1303.89 Lakhs in
FY22
- Profit after tax (PAT) before OCI increased to 791.35 Lakhs in FY23 compared to 608.14
Lakhs in FY22
- Loan assets under management (AUM) grew by 53% y-o-y to 16043 Lakhs in FY23 compared to
10482 Lakhs in FY22
- Net Interest Margin (NIM) grew by 39% to 1647.01 Lakhs in FY23 compared to 1186.71 Lakhs
in FY22
- GNPA reduced to 1.29% in FY23 compared to 1.31% in FY22
- NNPA significantly improved to 0.74% in
- FY23 compared 1.12% in FY22.
5. CAPITAL ADEQUACY RATIO
Your Company s Capital Adequacy Ratio, as of March 31, 2023, stood at
57.93 % (Tier I Capital to Risk Weighted Assets Ratio), which is well above the regulatory
requirement of 15% as prescribed by the RBI for NBFCs.
6. PUBLIC DEPOSITS
Your Company is a non-deposit taking non-banking financial company
("NBFC").
Accordingly the company did not held any public deposits at the
beginning and end of the financial year, nor has it accepted any public deposit during the
financial year under review.
7. ISSUANCE OF NON CONVERTIBLE DEBNETURES
During the financial year 2022-23, your Company have issued 140 Nos.
(One Hundred and Forty) Senior, Secured, Unlisted, Redeemable, Non-Convertible Debentures
each having a face value of 500000/-( Rupees Five Lakhs ) by way of Private Placement in
dematerialised form to Identified Investors. NCDs were issued in two series i.e. 12 months
with the maturity dated February 25, 2024 and 24 months with the maturity dated February
23, 2025.
8. CREDIT RATING
Your Company s financial discipline and prudence is reflected in the
strong credit rating ascribed by CRISIL Ratings Limited. CRISIL Ratings has assigned a
CRISIL BBB/Stable (pronounced as CRISIL triple rating with stable outlook) as stated
below:
( In Lakhs)
| Particulars/ Rating Agencies |
Date |
Amount |
Rating |
| Long term bank |
Jul 7, 23 |
7500 |
CRISIL BBB/ Stable |
| Facilities* |
|
|
|
| NCDs |
Jul 7, 23 |
2500 |
CRISIL BBB/ Stable |
* Previously, Long term bank facilities were IVR BBB/stable (IVR Triple
B with Stable Outlook) rated by Infomerics Valuation and Ratings Private Limited on May 9,
2022. However, effectively rating withdrawn from Infomerics Valuation and Ratings Private
Limited on July 12, 2023
9. SHARE CAPITAL
During the financial year under review, the issued, subscribed and
paid-up share capital of the Company as at March 31, 2023 was 19,31,39,860/- divided into
1,93,13,986 equity shares of face value of 10/- each.
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiaries, joint venture(s)/associate
company(ies) within the meaning of Section 2(6) of the Companies Act, 2013 as at the end
of the financial year 2022-23.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, along with relevant documents are available on the
website of the Company.
11. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND POLICY ON
DIRECTOR FAMILIARIZATION
Policy on Appointment and Remuneration of Directors
On recommendation of the Nomination and Remuneration Committee (NRC),
the Board has framed a Nomination and Remuneration Policy. This policy, inter alia,
provides
(a) The criteria for determining qualifications, positive attributes
and independence of directors; and
(b) Policy on remuneration of directors, key managerial personnel and
other employees.
The policy is directed towards a compensation philosophy and structure
that will reward and retain talent and provides for a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of
the Company and its goals.
The Nomination and Remuneration Policy is available on the Company s
website.
As per the requirements of the RBI Master Directions and SEBI Listing
Regulations, details of all pecuniary relationship or transactions of the non-executive
directors vis-a-vis the Company are disclosed in the Corporate Governance Report.
Policy on Directors Familiarization
On a quarterly basis detailed presentations are made by Senior
Management to provide an overview of the operations, various products offered by the
company, financial performance fund raising strategy, various risks/challenges faced
during the quarter, changes in IT infrastructure landscape etc. as part of Board meeting.
The suggestions received from Directors are noted for implementation.
12. DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 31, 2023, the Board of Directors of your Company comprises
of 7 (Seven) Directors out of which 1 (One) is Non-Executive Non Independent Director, 4
(Four) are Non-Executive Independent Directors and 2 (Two) are Executive Directors. The
Chairman is an Executive Director. The Board composition is in compliance with the
requirements of the Act, the SEBI Listing Regulations and the circulars / directions /
notifications issued by the RBI ( RBI Directions ). Detailed composition of the Board of
Directors has been provided in the Corporate Governance Report which is annexed to and
forms an integral part of this Directors Report.
Consequently, the Board underwent the following changes:
A. Change in Directorship
Appointment of Director:
All appointments of Directors are made in accordance with the relevant
provisions of the Act, the SEBI Listing Regulations, the RBI Directions and other laws,
rules, guidelines as may be applicable to the Company. The Nomination & Remuneration
Committee ("NRC") exercises due diligence inter-alia ascertain the fit and
proper person status of person proposed to be appointed on the Board of Directors of the
Company, and if deemed fit, recommends their candidature to the Board of Directors for
consideration. During the year under review, Mr. Nilesh Jain (DIN: 08788781) was
re-appointed as an Executive Director with effect from September 30, 2022 in the 60th
Annual General Meeting of the Company.
Retirement by Rotation of the Directors:
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 Mr. Meghraj Sohanlal Jain (DIN: 01311041) Chairman and Managing Director and Mr.
Nilesh Jain (DIN: 08788781) Executive Director and Chief Financial Officer of the Company
shall retire by rotation at the forthcoming Annual General Meeting and being eligible,
offers them self for re-appointment. A brief profile of Mr. Meghraj Sohanlal Jain and Mr.
Nilesh Jain has been included in the Notice convening the ensuing Annual General Meeting.
Changes in KMP:
Appointment of Mr. Manish Rathi as a Chief Executive Officer of the
Company with effect from April 01, 2022.
Cessation of Ms. Supriya Agarwal from the position of Whole Time
Company Secretary and Compliance Officer of the Company with effect from May 31, 2022.
Further appointment of Ms. Bhavika Mehta as a Whole Time Company
Secretary and Compliance Officer of the Company with effect from July 25, 2022.
Appointment of Mr. Nilesh Jain, Executive Director of your Company as a
Chief Financial Officer of the Company with effect from September 02, 2022.
13. DIRECTOR(S) DISCLOSURES:
Based on the declarations and confirmations received in terms of the
provisions of the Act, the Listing Regulations and the RBI Directions none of the
Directors on the Board of your Company are disqualified from being appointed as Directors.
A certificate from M/s. Vijay S. Tiwari & Associates, Practicing
Company Secretary, confirming that none of the Directors on the Board of the Company as on
March 31, 2023 have been debarred or disqualified from being appointed or continuing as
Director on the Board of the Company by the Securities and Exchange Board of India, the
Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate
Governance Report which is annexed to and forms an integral part of this Directors Report.
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declarations from all the Independent
Directors as per the Section 149(7) of Act and Regulation 16 (1) (b) of the SEBI Listing
Regulations and the Board is satisfied that all the Independent Directors meet the
criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16 (1)
(b) of the SEBI Listing Regulations.
Further, declaration on compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of
Corporate Affairs ( MCA ) vide its Notification dated 22nd October, 2019,
regarding the requirement relating to enrolment in the data bank created by MCA for
Independent Directors, had been received from all Independent Directors.
15. CODE OF CONDUCT
Your Company has formulated a code of conduct for Board of Directors
and Senior Managerial Personnel.
The Declaration duly signed by the Executive Chairman and Managing
Director is given under Corporate Governance Report as a separate section in this Annual
Report. The Code of Conduct for Board of Directors and Senior Management Personnel is also
posted on the website of the Company.
Your Company has formulated a code of conduct for Board of Directors
and Senior Managerial Personnel.
The Declaration duly signed by the Executive Chairman and Managing
Director is given under Corporate Governance Report as a separate section in this Annual
Report. The Code of Conduct for Board of Directors and Senior Management Personnel is also
posted on the website of the Company.
16. ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on
the Company s website and can be accessed at www.mangalfincorp.com.
17. BOARD MEETINGS HELD DURING THE YEAR
The Board meets at regular intervals inter-alia to discuss and review
matters including business performance, business strategies and policies. During the year
under review, 6 (Six) meetings of the Board of Directors were held as per the details
below:
| Sr. No Date of Board Meeting |
| 1 May 02, 2022 |
| 2 July 25, 2022 |
| 3 September 01, 2022 |
| 4 October 18, 2022 |
| 5 November 25, 2022 |
| 6 February 14, 2023 |
The maximum interval between any two meetings did not exceed 120 days.
Details with respect to the meetings of the Board of Directors and
Committee(s) held during the year under review, including attendance by Directors /
Members at meetings have been provided in the Corporate Governance Report which is annexed
to and forms an integral part of this Boards Report.
18. BOARD COMMITTEES
The Board of Directors, in compliance with the requirements of various
laws applicable to the Company and for operational convenience, has constituted several
committees to deal with specific matters and has delegated powers for different functional
areas to different committees.
The Board of Directors has constituted Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee.
Details with respect to the composition, terms of reference, number of
meeting(s) held and attended by respective member(s) has been provided in the Corporate
Governance Report which is annexed to and forms an integral part of this Directors Report.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (5) of Section 134 of the
Companies Act, 2013 and to the best of our knowledge and belief and according to the
information and explanations obtained by us, the Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the directors have prepared the annual accounts on a going concern
basis;
(e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(f) the Directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
efficiently.
20. ANNUAL EVALUATION BY BOARD OF DIRECTORS
In terms of the provisions of the Act and the SEBI Listing Regulations,
the Board of Directors adopted a Board Performance Evaluation Policy to set out a formal
mechanism for evaluating performance of the Board, that of its Committee(s) and individual
Directors including the Chairperson.
In terms of the requirement of Schedule IV of the Act and Regulation 25
of the Listing Regulations, a separate meeting of the Independent Directors was held on
May 02, 2022 to inter-alia review the performance of the Non-Independent Directors
including the Chairman and the Board as a collective entity.
21. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT
The Internal Audit function provides an independent view to the Board
of Directors, the Audit Committee and the senior management on the quality and impact of
Internal Controls, Internal Control systems and processes. During the year M/s. Sharma
& Goyal, Chartered Accountants were appointed as internal auditors of the company.
The Board and Audit Committee periodically reviews the Internal Audit
Reports and the adequacy and effectiveness of the internal controls. Significant audit
observations, corrective and preventive actions thereon are presented to the Board and
Committee on a quarterly basis.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedures for the governance of
orderly and efficient conduct of its business, including adherence to the Company s
policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial
disclosures. The Company s internal control systems are commensurate with the nature of
its business, the size and complexity of its operations. The internal control system is
supported by an internal audit process for reviewing the design, adequacy and efficacy of
the Company s internal controls, including its systems and processes and compliance with
regulations and procedures. Internal Audit Reports are discussed with the Management and
are reviewed by the Audit Committee of the Board, which also reviews the adequacy and
effectiveness of the internal controls in the Company.
23. STATUTORY AUDITORS & THEIR REPORT
M/s. MGB & Co. LLP, Chartered Accountants, (FRN: 101169W/W-100035)
was appointed as the Statutory Auditor of the Company for a term of 4 (Four) consecutive
years, from the conclusion of 57th Annual General Meeting till the conclusion
of 61st Annual General Meeting of the Company at the Annual General Meeting
held on September 30, 2019.
M/s. MGB & Co. LLP, Statutory Auditors in their report(s) on the
audited financial statements of your Company for the financial year ended March 31, 2023,
have not submitted any qualifications, reservations, adverse remarks or disclaimers.
The observations and comments, if any, given by the Auditors in their
report read together with notes on financial statement are self-explanatory and hence do
not call for any further comments under Section 134 of the Act.
24. REPORT ON CORPORATE GOVERNANCE & MANAGAMENT DISCUSSION ANALYSIS
Pursuant to the SEBI Listing Regulations, Management Discussion
Analysis and Corporate Governance Report are part of this Annual Report. The Corporate
Governance Report for the year under review, including disclosures as stipulated under
Regulation 34 read with Schedule V of the SEBI Listing Regulations and the RBI Directions
is annexed herewith as Annexure A to this Board s Report.
A certificate from M/s. Vijay S. Tiwari & Associates, Practicing
Company Secretary, confirming compliance with the conditions of Corporate Governance as
prescribed under the SEBI Listing Regulations is annexed to the Corporate Governance
Report.
25. SECRETARIAL AUDITOR
The Company has appointed M/s. Vijay S. Tiwari & Associates,
Practicing Company Secretaries as a Secretarial Auditor of the Company, according to the
provision of section 204 of the Companies, Act 2013 read with rules for conducting
Secretarial Audit of Company for the financial year 2022-23. The Report of the Secretarial
Audit and Annual Secretarial Compliance pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019
dated February 08, 2019 is annexed herewith Annexure B and Annexure C.
26. SECRETARIAL STANDARDS
During the year under review, your Company has followed the applicable
Secretarial Standards i.e. SS-1 and SS-2 Meetings of Board of Directors and General
Meetings respectively.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company is registered with RBI as non-systematic non-deposit
taking non-banking financial company ("NBFC"). Thus, in terms of Section 186(11)
of the read with Companies (Meetings of Board and its Powers) Rules, 2014, the provisions
of Section 186 in respect of loans made, guarantees given or securities provided by the
Company are not applicable to the Company.
28. RELATED PARTY TRANSACTIONS
All the related party transactions during the financial year were at
arm s length basis and are in compliance with the applicable provisions of the Act and the
SEBI Listing Regulations. There were no material significant related party transactions
entered into by the Company with Promoters, Directors or Key Managerial Personnel etc.
which may have potential conflict of interest with the Company at large.
All the related party transactions are presented to the Audit Committee
and Board for their approval. A statement of all related party transactions is presented
before Audit Committee on quarterly basis, specifying the nature, value and terms and
conditions of the transactions.
During the year under review, your Company had not entered into any
related party transactions covered within the purview of Section 188(1) of the Act, and
accordingly, requirement of disclosure of related party transactions in terms of Section
134(3)(h) of the Act in Form AOC 2 is not applicable to the Company.
The related party transaction policy of the Company have been provided
in the Corporate Governance Report which is annexed to and forms an integral part of this
Directors Report.
29. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Disclosures with respect to the remuneration of Directors, KMPs and
employees as required under section 197(12) of the Companies Act, read with Rule 5(1) and
(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given in Annexure D to this Report.
30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
No material changes and commitments other than in the normal course of
business have occurred after the close of the year till the date of this Report, which
affect the financial position of the Company.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company being an NBFC and engaged in the financial services
activities, its operations are not energy intensive, nor does it require adoption of
specific technology and hence information in terms of Section 134(3)(m) of the Act read
with the Companies (Accounts) Rules, 2014 is not provided in the this Directors Report.
Your Company is vigilant on the need for conservation of energy.
32. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company did not have any foreign
exchange earnings and foreign currency expenditure.
33. WHISTLE BLOWER POLICY / VIGIL MECHANISM
In terms of Section 177(9) and Section 177(10) of the Act and the SEBI
Listing Regulations, the Board of Directors adopted a Whistle Blower Policy/Vigil
Mechanism interalia to provide a mechanism for Directors and employees of the Company to
approach the Audit Committee of the Company and to report genuine concerns related to the
Company and provide for adequate safeguards against victimization of Director(s) or
employee(s) who report genuine concerns under the mechanism. Details of the Whistle Blower
Policy/Vigil Mechanism have been provided in the Corporate Governance Report which is
annexed to and forms an integral part of this Directors Report.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to provide conducive environment in which all
individuals are treated with respect and dignity and promote a gender sensitive and safe
work environment. Accordingly, the Board of Directors adopted a Policy for prevention of
Sexual Harassment at workplace and also constituted an Internal Complaints Committee, in
compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
Your Directors further states that during the year under review, there
were no cases filed pursuant to the Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
35. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prohibition of Insider
Trading (the Code ) in accordance with the requirements of the SEBI (Prohibition of
Insider Trading) Regulations, 2015, with a view to regulate trading in securities by the
Board of Directors and Employees of the Company, their immediate relatives and other
insiders as defined in the Code. Also, during the period of closure of the trading window,
no Employee/ Designated Person is permitted to trade with or without pre-clearance in
securities of companies as informed by the Secretarial Department, from time to time.
Timely disclosures are made to the Stock Exchanges by the Company. No Employee/ Designated
Person is permitted to communicate, provide, or allow access to any Unpublished Price
Sensitive Information relating to Company, its securities or any other company (listed or
proposed to be listed), to any person except where such communication is in furtherance of
legitimate purpose, Performance of duties or discharge of legal obligations. The Company
periodically monitors and facilitates compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015.
36. RBI DIRECTIONS AND GUIDANCE
Your Company complies with the direction(s), circular(s),
notification(s) and guideline(s) issued by the Reserve Bank of India as applicable to your
Company as a non-deposit taking non-systemically important non-banking financial company (
NBFC ).
37. RISK MANANGEMENT
The Board of Directors of the Company is responsible to implement, and
monitor the risk management for the Company. The Board considers the risks that impact the
mid-term to the long-term objectives of the business, including those reputational in
nature. The Board has additional oversight in the area of financial risks and controls
apart from Audit Committee, internal auditors and statutory auditors of the company.
38. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of Business by the Company during the
period under review.
39. EMPLOYEE STOCK OPTION PLANS (ESOPs)
During the financial year 2022-23 your Company have not offered any
Employee Stock Options scheme to Employees. Hence, relevant provisions of the Act and
Listing regulations are not applicable to the Company.
40. CORPORATE SOCIAL RESPONSIBILITY POLICY
In terms of Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a
Corporate Social Responsibility (CSR) Committee in the Meeting held on December 13, 2019
and in light of your Company s philosophy of being a responsible corporate citizen, the
Board of Directors adopted a CSR Policy in the Meeting held on October 18, 2022 which lays
down the principles and mechanism for undertaking various projects / programs part of
Company s CSR activities.
In terms of the CSR Policy, Company s CSR activities are focused in the
fields of education, women empowerment, environment, sanitation & water, healthcare
and humanitarian relief.
Details of the composition of the CSR Committee and the CSR Policy have
been provided in the Corporate Governance Report which is annexed to and forms an integral
part of this Board s Report. The Policy is available on Company s Website at
www.mangalfincorp.com.
Disclosures in terms of Section 134(3) (o) and Section 135 of the Act
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, with respect
to CSR activities undertaken by the Company during the year under review have been
provided at Annexure E to this Directors Report.
41. DETAILS AND STATUS OF ACQUISITION, MERGER AND MODERNIZATION ANDm
DIVERSIFICATION
During the financial year 2022-23 no Acquisition, Merger, Modernization
and Diversification have taken place in your Company.
42. INVESTORS EDUCATION AND PROTECTION FUND
During the year under review, the company has transferred 90035/- to
the Investor Education\and Protection Fund.
43. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION
143(12) OF COMPANIES ACT, 2013
There are no frauds reported by the Auditor which are required to be
disclosed under Section 143 (12) of Companies Act, 2013.
44. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
During the financial year under review, there is no material or
significant order passed by the regulator(s) or court(s) or tribunal(s) impacting the
going concern status and /or the future operations of your Company.
45. OTHER STATUTORY DISCLOSURES
- The financial statements of the Company are placed on the Company s website at
www.mangalfincorp.com.
- Details required under the provisions of section 197(12) of the Act read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, containing, inter alia, the ratio of remuneration of directors to median
remuneration of employees, percentage increase in the median remuneration, are annexed to
this Report.
- Details of top ten employees in terms of the remuneration and employees in receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule
5(3) of the said rules, which form part of the Directors Report, will be made available to
any member on request, as per provisions of section 136(1) of the Act.
- The provision of section 148 of the Act relating to maintenance of cost records and cost
audit are not applicable to the Company.
- The securities of the Company were not suspended from trading during the year on account
of corporate actions or otherwise.
- The Company has not defaulted in repayment of loans from banks and financial
institutions. There were no delays or defaults in payment of interest/principle of any of
its debt securities.
- Neither any application was made, nor is any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 against the Company.
- During financial year 2022-23, there was no instance of one-time settlement with Banks
or Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules,
2014, reasons of difference in the valuation at the time of one-time settlement and
valuation done while taking loan from the Banks or Financial Institutions are not
reported.
- Disclosures pursuant to RBI Master Directions, unless provided in the Directors Report,
form part of the notes to the standalone financial statements.
46. ACKNOWLEDGEMENT
The Directors take this opportunity to express their appreciation to
all stakeholders of the Company including the Reserve Bank of India, the Ministry of
Corporate Affairs, the Securities and Exchange Board of India, the Government of India and
other Regulatory Authorities, the Depositories, the BSE Limited, Bankers, Financial
Institutions, 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 by
the employees of the Company.
| By the Order of the Board of Directors |
|
| For Mangal Credit and Fincorp Limited |
Sd/- |
| Sd/- |
Nilesh Jain |
| Meghraj Sohanlal Jain |
Executive Director and Chief Financial |
| Chairman and Managing Director |
Officer |
| DIN: 01311041 |
DIN: 08788781 |
| Place: Mumbai |
Place: Mumbai |
| Date: July 27, 2023 |
Date: July 27, 2023 |
+91-9892691696
