mangalam global enterprise ltd share price Directors report


To,

The Members,

Mangalam Global Enterprise Limited ,

Ahmedabad

The Board of Directors have pleasure to present its 13th Annual Report on the business and operations of your Company ("the Company"), along with the Standalone & Consolidated Audited Financial Statements, for the Financial Year ended on March 31, 2023.

FINANCIAL HIGHLIGHTS:

The summarized financial performance highlights are as mentioned below:

(Rs. in Lakhs)

PARTICULARS

STANDALONE-YEAR ENDED

CONSOLIDATED-YEAR ENDED

31/03/2023 31/03/2022 31/03/2023 31/03/2022
I. Revenue from Operations 1,22,584.78 1,19,043.22 1,42,519.58 1,27,894.65
II. Other Income 559.04 650.49 524.45 427.38
III. Total Revenue (I+II) 1,23,143.82 1,19,693.71 1,43,044.03 1,28,322.03
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense 3011.54 1758.89 3298.20 1879.66
V. Finance Cost 1213.78 926.62 1378.80 1054.31
VI. Depreciation and Amortization Expense 302.50 311.30 312.44 375.45
VII. Profit Before Tax (IV-V-VI) 1,495.26 520.97 1606.96 449.90
VIII. Tax Expense:
a) Current Tax (Adjusted) NIL 188.00 31.81 195.87
b) Deferred Tax (Asset)/Liabilities 300.17 (42.68) 300.17 (91.66)
c) Income Tax (Prior Period) 5.32 (15.63) 5.34 (15.77)
Total Tax Expense 305.49 129.69 337.32 88.44
IX. Profit After Tax (VII-VIII) 1189.77 391.28 1269.64 361.46

Previous year figures have been regrouped / re-arranged wherever necessary.

STATE OF THE COMPANYS AFFAIRS / OPERATIONS:

The Company is mainly engaged into:

(a) Manufacturing of Edible Oil/Non-edible oil and Agricultural Products i.e. Soya Oil, Soya Meal, Soya De Oiled Cake, Mustard Oil, Mustard Meal, Mustard De Oiled Cake, Refined Soyabean Oil, Refined Vegetable Oil, Pungent Mustard Oil, Refined Castor Oil First Special Grade (FSG), Castor De-Oiled Cake and High Protein Castor De-Oiled Cake, Cotton Bales, Cotton Cake Cattle Feed, Cotton Wash Oil, processing of wheat and rice.

(b) Trading including domestic and export of Agricultural Products i.e. Wheat, Rice etc.

Further, the Company has entered into B2C market by launching new products under the Brand Name "LAGNAM", in domestic market i.e. Refined Soyabean Oil, Refined Vegetable Oil, Pungent Mustard Oil w.e.f. April 01, 2022 during the year, under review.

Further, the Company has started its commercial operations/ production by launching of new products in the domestic market i.e. Cotton Cake Cattle Feed which is the cattle feed and Cotton Wash Oil, which is the non-edible oil w.e.f. October 29, 2022 during the year, under review.

Furthermore, Our Company availed an opportunity to acquire H.M. Industrial Private Limited, a Company under CIRP, situated at Kapadvanj, Gujarat. The Company submitted a Resolution Plan in the matter of H.M. Industrial Private Limited (HMIPL), alongwith the Composite Scheme of Arrangement in the nature of Demerger and Amalgamation. Honble National Company Law Tribunal, Ahmedabad Bench (NCLT) approved the resolution plan submitted by the Company vide its order dated September 20, 2022 upon Scheme became effective;

As per Scheme of Arrangement, Steel division of HMIPL demerged and vested with Mangalam Worldwide Limited (MWL), one of the group Company and; HMIPL and the its rest business (i.e. Agri Division) amalgamated into Mangalam Global Enterprise Limited (MGEL) with effect from Appointed date (i.e. 20th September, 2022 - Date of Honble NCLT Order). By this acquisition of Agri Division of H.M. Industrial Private Limited, the Company acquired two units: 1) Castor Oil Unit and 2) Cotton Unit. Presently, the Company has started its Commercial Operations/production by manufacturing the Agri products i.e. Castor De-Oiled Cake, Castor Oil and allied by-products depending on its demand in the market by setting up the Castor Unit at Kapadvanj w.e.f. April 03, 2023.

Presently, the Company operates four plants located at: (i) Unit Bundi, Rajasthan - Soya & Mustard Oil, (ii) Unit Bavla, Sanand- Gujarat- Wheat & Rice Processing , (iii) Unit Kapadvanj, Kheda- Gujarat - Castor Oil, (iv) Unit Kapadvanj, Kheda- Gujarat - Cotton.

Standalone operating results:

During the year under review, Revenue from Operations of the Company is Rs. 1,22,584.78 Lakhs as compared to Rs. 1,19,043.20 Lakhs in the previous financial year.

During the year under review, the Company has earned a Profit Before Tax (PBT) of Rs. 1495.26 Lakhs and Profit After Tax (PAT) of Rs. 1189.77 Lakhs as compared to Profit Before Tax (PBT) of Rs. 520.97 Lakhs and Profit After Tax (PAT) of Rs. 391.28 Lakhs, respectively, in the previous financial year.

Consolidated operating results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations Rs. 1,42,519.58 Lakhs as compared to Rs. 1,27,894.65 Lakhs in the previous financial year. Correspondingly, the Consolidated Profit Before Tax and Consolidated Profit After Tax during the year under review is Rs. 1606.96 Lakhs and Rs. 1269.64 Lakhs, respectively, as compared to Consolidated Profit Before Tax and Consolidated Profit After Tax of Rs. 449.90 Lakhs and Rs. 361.46 Lakhs, respectively, in the previous financial year.

COMPANY BACKGROUND:

Mangalam Global Enterprise Limited is having Corporate Identification Number L24224GJ2010PLC062434 was originally incorporated as "Hindprakash Colourchem Private Limited" under the Companies Act, 1956 on September 27, 2010. Further, name of the Company was changed to Mangalam Global Enterprise Private Limited and a Fresh Certificate of Incorporation consequent to change of name was issued on July 31, 2014 by Registrar of Companies, Ahmedabad. Further, the Company was converted in to Public Limited Company and the name of the Company was changed to "Mangalam Global Enterprise Limited" and a Fresh Certificate of Incorporation consequent upon conversion of Company from Private Limited to Public Limited dated September 30, 2019 was issued by the Registrar of Companies, Ahmedabad. The Equity shares of the Company are listed on National Stock Exchange of India (NSE).

STANDALONE & CONSOLIDATED FINANCIAL STATEMENTS:

The Standalone and Consolidated financial statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report.

DIVIDEND:

The Directors of the Company have recommended a final dividend of Rs. 0.02/- (1%) per equity share having face value of Rs. 2/- each for the year ended March 31, 2023 (previous year Rs. 1/- per equity share of Rs. 10/- each) subject to approval of members in the ensuing Annual General Meeting.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main objects of the Company.

INSURANCE:

The assets of your Company have been adequately insured.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, there is no change of registered office of the Company. The Registered Office of the Company is situated at 101, Mangalam Corporate House, 42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad- 380 009, Gujarat, India.

SHARE CAPITAL:

During the year under review, the Company had proposed sub-division of Equity Shares from the face value of Rs. 10/- into the face value of Rs. 2/- per Equity Share vide Ordinary Resolution passed by the Members in the 12th Annual General Meeting held on July 25, 2022. Further, the following changes have taken place in the authorised and paid-up share capital of the Company:

• AUTHORISED CAPITAL:

The Authorised Share Capital of the Company increased from Rs. 50,00,00,000/- (Rupees Fifty Crore) divided into 25,00,00,000 (Twenty-Five Crore) Equity Shares of Rs. 2/- each to Rs. 104,54,00,000/- (Rupees One Hundred Four Crore

and Fifty-Four Lakhs Only) which is divided into 52,27,00,000 (Fifty-Two Crore Twenty-Seven Lakhs) Equity Shares of Rs. 2/- each on account of amalgamation of H.M. Industrial Private Limited (a Company under CIRP) with the Company pursuant to approval Resolution Plan submitted with Scheme of Arrangement, by Honble NCLT, Ahmedabad vide their Order dated 20th September, 2022.

• ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS:

The details of Allotment of Equity Shares made during the Financial Year 2022-23 are given as under:

During the Financial Year 2022-23, 1687500 Warrants of Rs. 52/-each were converted into 8437500 equity shares of Rs. 2/- each at a premium of Rs. 8.4/-each on November 05, 2022. The details of which are as under:

Sr. No. Kind of Issue No. of Warrants converted into equity shares Pre Issue Paid-Up Equity Share Capital (No. of Shares) No. of Equity Shares Allotted upon Conversion of Warrants Face Value (Rs.) Price Per Share (Including Premium) Date of Allotment Post Issue Paid-Up Capital upon conversion of warrants into equity shares (No. of equity Shares) Date of Listing Approval from NSE Date of Trading Approval from NSE
1 Conversion of Convertible Warrants into Equity Shares 1687500 130118075 8437500 2 10.4 05/11/2022 138555575 26/12/2022 03/01/2023

The said equity shares of the Company were allotted upon conversion of convertible warrants to the promoters in accordance with the applicable provisions of the Companies Act, 2023 and SEBI (Issuance of Capital and Disclosure Requirements) Regulations, 2018.

As on 31st March, 2023, the paid-up share capital of the Company was Rs. 27,71,11,150/- (Rupees Twenty- Seven Crore Seventy- One Lakh Eleven Thousand One Hundred Fifty Only) divided into 13,85,55,575 (Thirteen Crore Eighty-Five Lakh Fifty-five Thousand Five Hundred Seventy-Five) Equity Shares of Rs. 2/- each.

After the Closure of FY 2022-23, The Company received Rs. 4,38,75,000/- being 75% of consideration amount on April 17, 2023, upon conversion of Convertible Warrants and exercise of option by the warrant holders, the Company has converted such 1125000 Convertible Warrants into 5625000 Equity Shares of Rs. 2/- each as on April 18, 2023. At present, the paid-up share capital of the Company is Rs. 28,83,61,150/- (Rupees Twenty-Eight Crore Eighty- Three Lakhs Sixty-One Thousand One Hundred Fifty Only) divided into 14,41,80,575 (Fourteen Crores Forty-One Lakh Eighty Thousand Five Hundred Seventy-Five) Equity Shares of Rs. 2/- each.

There was no reduction of share capital or buy back of shares or changes in capital transaction resulting from restructuring. Also, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise or sweat equity shares to its directors or employees. The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

During the financial year 2022-23, the Company has not made allotment of any securities, other than equity shares upon conversion of convertible equity warrants, except above, and as such, the requirement for obtaining credit rating was not applicable to the Company.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2022-23, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013.

Financial year Date of Declaration of Dividend Dividend per Share (in Rs.) Due Date for transfer to IEPF Amount not claimed as on March 31, 2023 (In Rs.)
2021-22 25th July, 2022 1 24/07/2029 27,686/-
2020-21 30th September, 2021 1 02/11/2028 9,188/-

No amount of unclaimed dividend is due for transfer to the Investor Education and Protection Fund administered by the Central Government pursuant to Section 124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016 as notified from time to time.

UTILISATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE (CONVERSION OF CONVERTIBLE EQUITY WARRANTS):

During the year under review, the Company received Rs. 658.125 Lakhs being 75% amount of consideration at Rs. 52/- for conversion of 16,87,500 Convertible Equity Warrants out of 37,50,000 convertible warrants pending for conversion, upon exercise of option by warrant holders and the Company allotted 8437500 Equity shares of Rs. 2/- each (Premium Rs. 8.40/-) The entire funds of Rs. 658.125 Lakhs have been utilized in the manner as proposed in the Offer Document/ Special resolution proposed vide Postal ballot notice dated October 04, 2021 was approved by the shareholders.

(Rs. in lakhs)

Sr. No. Original Object Original Allocation Funds Utilized
1. To augment Capital base, to meet increased working capital requirements, for repayment of secured and unsecured loan, for investment in subsidiary companies & LLPs and Bodies Corporate including group companies and General Corporate Purpose. (Balance 75% of the total consideration amount against the warrant issue price) 658.125 658.125

Further, there was no deviation/variation in the utilization of the funds raised through Preferential Issue.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

• Board of Directors and KMP:

The Board of Directors of the Company is led by the Executive Chairman and other Eight Directors which comprises of two Managing Directors, one Whole-time Director and Five Independent Directors. As on March 31, 2023, the members of the Board of the Directors are: Mr. Vipin Prakash Mangal - Chairman, Mr. Chanakya Prakash Mangal - Managing Director, Mr. Chandragupt Prakash Mangal - Managing Director, Mr. Chandravijay Arora - Whole-time Director & CFO, Mr. Praveen Kumar Gupta - Independent Director, Mr. Shubhang Mittal - Independent Director, Mr. Anilkumar Shyamlal Agrawal - Independent Director, Ms. Varsha Adhikari - Independent Director and Mrs. Sarika Modi - Independent Director. Mr. Dashang M. Khatri acts as Company Secretary and Compliance Officer of the Company.

• Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

• Re-appointment:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mr. Chanakya Prakash Mangal (DIN: 06714256), Managing Director, retires by rotation at the 13th Annual General Meeting and being eligible, offered himself for re-appointment.

• Appointment:

During the year 2022-23, Mr. Chandravijay Arora was appointed as a Whole-time Director w.e.f. on August 4, 2022 for a period of three years. Further, Ms. Varsha Adhikari was appointed as an Independent Director w.e.f. September 10, 2022 for a term of 5 consecutive years.

• Change in Designation:

During the year 2022-23, there is a change in designation of Mrs. Sarika Modi from Non-Executive Non-Independent Director to Non- Executive Independent Director w.e.f. August 4, 2022.

• Cessation:

During the year 2022-23, Mr. Madhusudan Garg was ceased to be an Independent Director of the Company w.e.f. August 5, 2022.

The members of the Company, approved the appointments of Mr. Chandravijay Arora as Whole Tome Director, Ms. Varsha Adhikari and Mrs. Sarika Sachin Modi as Non-Executive Independent Directors, by passing of requisite resolutions through Postal ballot notice dated September 28, 2022.

• Key Managerial personal:

During the year 2022-23, Ms. Vrunda Patel resigned from the post of Company Secretary & Compliance Officer with effect from December 5, 2022 and in her place, Mr. Dashang M. Khatri was appointed as a Company Secretary & Compliance Officer of the Company with effect from that date. Further, Mr. Ashutosh Kumudchandra Mehta has resigned from the post of Chief Financial Officer with effect from February 6, 2023. Mr. Chandravijay Arora, Whole-time Director was appointed as a Chief Financial Officer of the Company with effect from February 7, 2023. Except above there was no change in the Key Managerial Personnel of the Company.

BOARD AND COMMITTEE MEETINGS

Regular meetings of the Board and its Committees are conducted to discuss and approve various strategies, policies, financial matters and such other businesses. The Notice and Agendas of Board and Committee Meetings to be held during the year was circulated in advance to the Directors within prescribed time limit.

a. Details of Board Meetings:

During the year under review, fourteen (14) Board Meetings were held, details of which are provided in the Corporate Governance Report forming the part of this Annual Report.

b. Composition of Audit Committee:

The Audit Committee comprises of three (3) Members out of which two (2) were Independent Directors and one (1) was an Executive Director. During the year, seven (7) Audit Committee Meetings were held, details constitution of committee, meeting held and attendee of the members during the year are provided in the Corporate Governance Report, forming part of this Annual Report. There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

c. Composition of Corporate Social Responsibility:

The CSR Committee comprises of three (3) Members out of which one (1) was an Independent Director. During the year under review, two (2) CSR Committee Meetings were held, details of which are provided in the Corporate Governance Report, forming part of this Annual Report. There have been no instances during the year when recommendations of the CSR Committee were not accepted by the Board.

d. Composition of other committees:

Composition of other Committees and other details on the Committees are given in the Corporate Governance Report, forming a part of the Annual Report.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2018, the evaluation of performance of the Board, its Committees and Individual directors and Independent Directors has been carried out during the year under review.

The Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was done by the entire Board of Directors which includes:

Performance of the Directors and Fulfillment of the Independence criteria as specified in the regulations and their independence from the management. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under sub- section (6) of Section 149 of the Companies Act, 2013 alongwith in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at https://groupmangalam.com/wp-content/uploads/2Q23/35/6.-FAMILIARIZATION-PROGRAMME-FOR- INDEPENDENT-DIRECTORS-.pdf

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Policy is outlined in the Corporate Governance Report which is a Part of this Report. The detailed Policy is placed on the website of the Company at https://groupmangalam.com/wp-content/ uploads/2Q23/Q5/7.-NOMINATION-AND-REMUNERATION-POLICY.pdf

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that—

(a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(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 this 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 have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof, M/s. K K A K & Co., Chartered Accountants, (Firm Registration No.: 148674W) Ahmedabad was appointed as Statutory Auditors of the Company at the 10th Annual General Meeting of the Company held on August 13, 2020 for a period of five years from the conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting to be held in the calendar year 2025.

M/s. K K A K & Co., Chartered Accountants, (Firm Registration No.: 148674W) Ahmedabad resigned as Statutory Auditors with effect from May 15, 2023.

On recommendation of Audit Committee, the Board of Directors of the Company, in its Meeting held on June 7, 2023, appointed M/s. Keyur Shah & Co., Chartered Accountants, (Firm Registration No. 141173W) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. K K A K & Co., Chartered Accountants, (Firm Registration No. 148674W), subject to approval of the shareholders of the Company. Further, on the recommendation of the Audit Committee, the Board proposes appointment of M/s. Keyur Shah & Co., Chartered Accountants, (Firm Registration No. 141173W), as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years and to hold the office from the conclusion of the ensuing (Thirteenth) Annual General Meeting till the conclusion of Eighteenth Annual General Meeting of the Company to be in financial year 2027-28, on a remuneration as mutually agreed and reimbursement of actual expenses that may be incurred by the auditors in the performance of their duty as auditors of the company.

The Board recommends the appointment of M/s. Keyur Shah & Co., Chartered Accountants as Statutory Auditors of the Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors Report.

COST AUDITORS:

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly, the Company has made and maintained such cost accounts and records.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the Board of Directors appointed M/s A.G. Tulsian & Co., Cost Accountants, Ahmedabad (Firm Registration No.: 100629), being eligible, to conduct Cost Audit relating to the business of the Company for the year ending March 31, 2024. M/s A.G. Tulsian & Co., have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company. The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for ratification of remuneration payable to M/s A.G. Tulsian & Co., Cost Auditor is included in the Notice of the 13th AGM forming part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORTS:

The Company has appointed M/s. SCS and Co. LLP (LLPIN: AAV-1091), Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report in Form No. MR-3 for the financial year 2022-23 is annexed to this report as an Annexure "A" to this Boards Report.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2023 issued by M/s. SCS and Co. LLP (LLPIN: AAV-1091), through their Partner Ms. Anjali Sangtani, in relation to compliance of all applicable SEBI Regulations/Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure "A1". The Secretarial Compliance Report has been voluntarily disclosed as a part of Annual Report as good disclosure practice.

With regard to qualifications reported by the above Secretarial Auditors in their Report with respect to:-

(i) Regulation 23(9) of SEBI (LODR) Regulations 2015 w.r.t Related party transactions: The Company filed Related party transactions for half year ended on March 31, 2022 after Due Date.

Management Reply: Compliance Officer was facing technical issues in filing the Related party Transactions for half year ended on March 31, 2022. In this regard, she dropped a mail to the exchange. In response of the same a guidance mail was received on May 25, 2022 & thereafter she filed the Related party transactions for half year ended on March 31, 2022 on May 30, 2022. Now onwards due care will be taken in this regard.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 is available on the Companys website on https://groupmangalam.com/annual-return-mgt-7/.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure "B" to this report.

Further, Executive Director and/or Managing Directors have not received any remuneration or commission from any of subsidiary of the Company for the financial year under review. Further, the Company does not have any Holding Company. As such, disclosure regarding receipt of the remuneration or commission by the Managing Director(s)/ Whole Time Director from the subsidiary of the Company under provisions of Section 197(14) of the Companies Act, 2013 is not required.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES AND LLP:

As on March 31, 2023, the Company has following subsidiaries:

SR.No. Name Address of Registered Office Nature of Business
1. Mangalam Global (Singapore) Pte Ltd (formerly known as Mangalprakash (Singapore) Pte Ltd) (Wholly Owned Subsidiary) 10 Anson Road, #27-02, International Plaza, Singapore (079903) The Main Business is to carry on wholesale trade of variety of goods without a dominant product
2. Mangalam Global (UK) Limited (Wholly Owned Subsidiary) Kemp House, 160 City Road, London, EC1V 2NX, United Kingdom The Main Business is to carry on Wholesale trade of grain, unmanufactured tobacco, seeds, animal feeds, chemical products waste and scrap and non-specialized wholesale trade

During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Further, a statement containing the salient features of the financial statements of its respective subsidiaries of the Company in the prescribed format i.e. Form AOC-1 is annexed to this Report as Annexure "C".

Except above, the Company does not have any Subsidiary Companies and Joint Venture or Associate Companies, during the year under review.

Pursuant to the Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiary Companies, are available on the website of the Company www.groupmangalam.com

CORPORATE SOCIAL RESPONSIBILITY (CSR):

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The Company constituted Corporate Social Responsibility Committee on June 25, 2021. During the financial year ended on 31st March, 2023, the Company has incurred CSR expenditure of Rs. 11,71,000/- (Rupees Eleven Lakh Seventy-One Thousand Only) in compliance of provisions of Section 135 of the Companies Act, 2013.

The CSR Activities undertaken by the Company were under the thrust areas of healthcare in terms of Animal welfare and Education. Your Companys major focus is to educate people and improve the quality of lives of people in the Communities in which it operates through Vipassana Kendra Pushkar, a meditation centre situated at Ajmer, Rajasthan for educating people through Vipassana Meditation. Vipassana, which means to see things as they really are, it is a logical process of mental purification through self-observation. Vipassana is one of the Indias most ancient techniques of meditation. It was taught in India more than 2500 years ago as a universal remedy for universal ills. The technique of Vipassana is a simple, practical way to achieve real peace of mind and to lead happy, useful life. This technique of meditation is taught at ten days residential courses during which people learn the basics of the method and practice sufficiently to experience its beneficial results.

Furthermore, Your Company also spent the amount to provide Cow Medicines to "SEWA SAMITI" at Pali, Rajasthan, in order to prevention of health issues and to cure from animal diseases viz. lumpy skin disease caused to the Cows at large.

The Companys CSR Policy Statement and Annual Report on CSR activities undertaken during the financial year ended March 31, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached at Annexure "D" to this report. CSR Policy is available on the Companys Website at https://groupmangalam.com/wp-content/ uploads/2023/Q5/4.-CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent director, inter-alia, to oversee companys financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management. Further, the Board has also appointed M/s. RMJ & Associates LLP, as Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have adopted a policy on "Prevention of Sexual Harassment", through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted an Internal Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/compliant reported under said Act.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance and Certificate from the Practicing Company Secretary regarding compliance of condition of corporate governance, as stipulated under SEBI (LODR) Regulations, 2015 is forming a part of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR) Regulations, 2015, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure "I" to report on Corporate Governance.

MANAGEMENTS DISCUSSION AND ANALYSIS (MDA):

Pursuant to Regulation 34(2)(e) read with part B of Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is forming the part of this Annual Report.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 and rules there under. Further, details of monies accepted by the Company if any, from Directors have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended March 31, 2023.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

The particulars of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements which is a part of this Annual Report.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. There are no material significant Related Party Transactions with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://groupmangalam.com/wp-content/uploads/2Q23/35/11.-RELATED-PARTY-TRANSACTION-POLICY.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of your company which has occurred between the end of financial year of the Company i.e. March 31, 2023 and the date of Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 as amended from time to time is annexed to this Report as Annexure "E".

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy / vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://groupmangalam.com/wp-content/uploads/2023/Q5/13.-WHISTLE-BLOWER-POLICY.pdf

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

MATERIAL ORDER PASSED BY REGULATORS/ COURTS/ TRIBUNALS:

There was no material order passed by Regulators/ Courts/ Tribunals during the year under review impacting the going concern status and companys operations in future.

MATERIAL ACQUISITIONS / AMALGAMATIONS/ MERGERS/ REVALUATION OF ASSET/ DISINVESTMENT OF BUSINESS/ UNDERTAKING:

H. M. Industrial Private Limited: @ Kapadvanj

During the year under review, the Company submitted a Resolution Plan in the matter of H.M. Industrial Private Limited (HMIPL), a Company under CIRP, alongwith the Composite Scheme of Arrangement in the nature of Demerger and Amalgamation. Honble National Company Law Tribunal, Ahmedabad Bench (NCLT) approved the said resolution plan vide its order dated September 20, 2022. There were two business verticals in HMIPL i.e. Steel Division and Agri business. Upon scheme became effective, as per Scheme of Arrangement, Steel division of HMIPL was demerged and vested with/into Mangalam Worldwide Limited, a group Company and; HMIPL and its rest business (i.e. Agri Division) amalgamated with Mangalam Global Enterprise Limited with effect from Appointed date (i.e. September 20, 2022 - Date of Honble NCLT Order).

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.groupmangalam.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors would like to express their appreciation for the assistance and co-operation received from the Companys customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Companys consistent growth was made possible by their hard work, solidarity, co-operation and support.

Registered office: For and on behalf of Board of Directors
101, Mangalam Corporate House, Mangalam Global Enterprise Limited
42, Shrimali Society, Netaji Marg,
Mithakhali, Navrangpura,
Ahmedabad-380009,
Gujarat.
Vipin Prakash Mangal
Date : July 26, 2023 Chairman
Place : Ahmedabad (DIN: 02825511)