Mangalam Industrial Finance Ltd Directors Report.

To

The Members,

Your directors have pleasure in presenting the Annual Report of the Company together 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. Your directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year. During the year, operations of the Company were affected due to first wave of Covid-19 & there was change 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, have acquired 25,51,92,000 equity shares of Re. 1/- each representing 26.54% of the paid-up capital of the Company by way of Share Purchase Agreement dated 19th November, 2020 between the existing promoters & Acquirers. The Acquirers have made Open Offer of 25, 00, 27,310 equity shares of Rs. 1/- each at an offer price of Re. 0.50/- per share representing 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 its approval for change in the control & management of the Company. Accordingly, Company & Acquirers have given public notice dated 07th January, 2021 in Business Standard in English newspaper (all editions) and Aajkaal in Bengali newspaper (Kolkata edition) newspaper about the proposed change in the control & management of the Company. The Open Offer opened on 31st May, 2021 & closed on

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

The new management gave a second Open Offer on 04th August, 2021 for 21, 15, 61,570 fully paid-up equity shares of Re.1/- each at an Offer price of Re. 0.50 per share representing 22% of the paid-up capital of the Company. The new management wants to increase 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 significant decrease in the economic activities globally as well as across our country. The extent of impact of COVID-19 on economic growth of the country is difficult to predict and will mainly depend on the future developments in containment of COVID-19 and the actions taken for resumption of operations, which is highly uncertain.

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

The impact of COVID-19 on the economy continues to be uncertain and the extent, to which the ongoing COVID-19 pandemic will impact the Companys financial performance including the Companys estimates of impairment of loans, is dependent on such future developments, the severity and duration of the pandemic, which cannot be predicted with any degree of certainty.

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

4. BRIEF DESCRIPTION OF THE STATE OF COMPANYS AFFAIRS:

The Company is a Non-Banking Finance Company and is presently engaged in the business of Investing and Financing.

In the multi-tier financial system of India, importance of NBFCs in the Indian financial system cannot be neglected. The Company expects that with a stable and a reformed government at the centre, there will be positive growth and further rationalization of capital market, which will lead to more investment, value creation, capitalization and thus the additional wealth for investors and see better prospects in near future. Also, with the growing economy there will be more opportunities for financing which will prove beneficial for our company. The Company expects better results in near future in anticipation of the policy reforms combined with the dedication of the highly motivated team with excellent understanding of the operations along with magnificent customer relation skills.

5. DIVIDEND:

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company your directors are not recommending any dividend during the financial 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, the provisions 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 31,2021 was Rs. 9616.435 lakhs. During the financial year the Company has not allotted any equity shares.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred 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 sum of Rs. 13, 35,148/- to RBI Reserve Fund, under the head Special Reserve, vide note - 3 of Balance 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 atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy.

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

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

12. CORPORATE SOCIAL RESPONSIBILITY:

The Companies (Corporate Social Responsibility Policy) Rule, 2014 is not applicable to the 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 the societal cause as far as possible.

13. RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

14. COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with regulatory and internal guidelines. The Compliance Department of the Company is continued to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by regulators, the Companys Board of Directors and the Companys Compliance Policy. The Audit Committee of the Board reviews the performance of the Compliance Department and the status of compliance with regulatory/internal guidelines on a periodic basis. New Instructions/Guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units operate within the boundaries set by regulators and that compliance risks are suitably monitored and mitigated in course of their 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 the Companies (Management and Administration) Rules, 2014, an extract of Annual Return for the year 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 as Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of M/s. R. K. Kankaria & Co., Chartered Accountants, (Firm Registration No. 321093E), Kolkata (pursuant to change of management of the Company & pursuant to successful completion of Open Offer by the Acquirer) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold office of Statutory Auditor w.e.f. 23rd August, 2021 till the conclusion of Annual Meeting of the Company to be held in the year 2023 (subject to ratification of their appointment at every Annual General Meeting. Since M/s. R. K. Kankaria & Co., Chartered Accountants, Kolkata do not have any branch office or infrastructure at Vadodara to conduct the audit of the Company; hence they have resigned as Statutory Auditor of the Company. From July, 2021 Company is maintaining all records at the Corporate Office of the Company at Vadodara. There is no other material reason for the resignation 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 auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Audit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial 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 has appointed Ms. Pooja Bansal, Practicing Company Secretaries (C.P. No. 18524 & Membership Number A50458) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2021 is annexed herewith as "Annexure-B" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

17. INTERNAL AUDITORS:

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

18. INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Act, Companies (Indian Accounting Standards) 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 RBI pertaining 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 the management of the Company. The details of directors appointed & resigned during the year 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 Agreement where ever applicable, evaluation of every Directors performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof was carried out by Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. The performance evaluation of the Chairman of the Company was also carried out by Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. Structured questionnaires were prepared in accordance with the applicable provisions on Board Evaluation covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflect the overall engagement of the Board and its Committees with the Company and its management and they are fully satisfied with the same.

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

The details of familiarization programmed for Independent Directors have been disclosed on 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 Directors Information on the manner in which formal annual evaluation has been made by the Board, of its own performance and that of its committee and individual directors is given in the website of the Company.

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

21. KEY MANAGERIAL PERSONNEL:

The Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

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) of section 134 of the Companies Act, 2013 (‘the Act) and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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 Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all 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 shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (appointment and Remuneration of Managerial 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 Audit Committee 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 Companys financial position between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

26. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

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

27. ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by company are given 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 the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company http://www.miflindia.com/. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken wherever required.

30. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean & safe environment. Since your company is a Non-Banking financial company so the question of environment pollution does not arise.

However, the company ensures safety of all concerned, compliances environmental regulations and prevention of natural resources.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

The provisions of Section 134(3) (m) of the Companies Act, 2013, regarding conservation of 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 Corporate Governance. It has put in place an effective Corporate Governance system which ensures that provisions of the Act and Listing Regulations are duly complied with, not only in form but also in substance.

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India ("SEBI"). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The Corporate Governance Report is applicable to the Company as on 31st March 2021.

In terms of Listing Regulations, a report on Corporate Governance along with the certificate from M/s. R. K. Kankaria & Co., Chartered Accountants, (Firm Registration No. 321093E) confirming compliance of the conditions of Corporate Governance is annexed hereto and forms part of this annual report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

34. HUMAN RESOURCES:

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

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

Your Company is continuously committed to nurturing, enhancing, retaining and development of talent on an ongoing basis through superior Learning & Organizational Development. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company stresses on lesser Employee Turnover and higher Employee Retention.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and to the Board Chairman & Managing Director.

36. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

37. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 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 are given in the Corporate Governance Report. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR. All the Directors actively participated in the meetings and contributed valuable inputs 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 the Corporate Governance Report.

39. INDEPENDENT DIRECTORS MEETING

The Ministry of Corporate Affairs vide General circular no. 11 dated 24 March 2020, granted relaxation in compliance with holding separate meeting of independent director without attendance of non-independent directors and members of the management for FY2020-21.

40. COMMITTEES OF THE BOARD:

Your Companys Board has the following committees:

Audit Committee:

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

Nomination and Remuneration Committee:

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations. The details regarding composition, term of references, powers, functions, scope, meetings and attendance of members are included in Corporate Governance Report which forms part of the Annual Report. Your Company has in place a nomination and remuneration policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members.

Stakeholders Relationship Committee:

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

Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report.

41. CODE OF CONDUCT:

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been posted on the Companys website http://www.miflindia.com/. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

42. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy 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 would impact 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 SEBI Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

45. PREVENTION OF INSIDER TRADING:

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

46. PRESERVATION OF DOCUMENTS:

All the documents as required under the Act, has been properly kept at the registered office of the Company.

47. LISTING WITH STOCK EXCHANGE

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

48. DEPOSITORY SYSTEM:

Your Companys equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31,2021,99.95% 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 on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute 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, 2013, is not applicable to the Company.

51. CAUTIONARY STATEMENT:

Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include man and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax 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 assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

We very warmly thank all our employees for their contribution to your Companys performance.

We applaud them for their superior levels of competence, dedication and commitment to your 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