Mangalam Seeds Ltd Directors Report.

Dear Members,

The Board of Directors have pleasure to present the report of the business and operations of your Company along with the Audited Accounts for the Financial Year ended March 31, 2019. The summarized financial performance for the year ended 31st March, 2019 is as follows:

1. Operational Results:

(Rs. in Lakhs)
Particulars March 31, 2019 March 31, 2018
Net Sales 3216.17 3034.89
Other Income 2.52 3.12
Total 3218.69 3038.01
Profit before depreciation, taxation & 413.69 416.73
Extraordinary Items
Less: Depreciation 43.88 50.33
Less: Tax Expenses 28.04 32.42
Less: Prior period Items - -
Profit after taxation 341.76 333.97
Add: Balance brought forward from previous year 893.66 559.72
Less: Adjustments in Assets 0.03 (0.03)
Surplus available for appropriation 1235.45 893.66
Appropriations
General Reserves - -
Less: Proposed Dividend - -
Less: Tax on Dividend - -
Share Premium 695.24 695.24
Accelerated depreciation on fixed asset - -
Balance carried to Balance sheet 1930.69 1588.90
Total 1930.63 1588.90

2. Dividend:

The Board has not recommended any dividend for the financial year ended March 31, 2019.

3. Operational Review:

Net revenue increased to Rs. 3216.17 Lakhs, a growth of around 5.97% against Rs. 3034.89 Lakhs in the previous year. The net profit of the Company for the year under review was placed at Rs. 341.76 Lakhs as against Rs. 333.97 Lakhs in the previous year. The net profit has increased by 2.33% compare to previous year as the expenditure relating to cost of material consumed has reduced of the Company.

4. Share Capital:

The paid up equity capital as on March 31, 2019 was Rs. 1098.01 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. Finance:

Cash and cash equivalents as at March 31, 2019 was Rs. 36.20 Lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6. Fixed Deposits:

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

7. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

8. Internal Control Systems and Their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

9. Conservation of Energy:

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

c) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

10. Technology Absorption:

Companys products are grown by using in-house know how and no outside technology is being used for operational activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

11. Research & Development:

A) Details of R & D Activity

• The Company has a Research & Development unit working under the expertise of eminent scientist Dr. Ishwar D. Patel, Ex. Scientist G.A.U., Gujarat.

• Mr. Prakash Patel is the Research Scientist.

• The Company has two Research & Development farms, situated at Maktupur and Valad village having land of 14.25 acres and 33.71 acres respectively.

B) Future Plan of Action

• Innovation is a journey and your company is well placed to ensure that it continues to maintain a strong track record in this field.

12. Foreign Exchange Earnings And Out-Go :

During the period under review there is no foreign exchange earnings and out flow.

13. Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

14. Board of Directors:

A) Composition, Category of Directors and their directorship as on March 31, 2019.

Name of the Directors Category of Directorship No. of Directorship in other Companies
Shri Pravinbhai M. Patel Managing Director 5
Shri Mafatbhai J. Patel Chairman 3
Shri Dhanajibhai S. Patel Executive Director 2
Shri Samir J. Shah Independent Director Nil
Shri Mukesh R. Sheth Independent Director Nil
Smt. Riddhi Nimit Shah Independent Director Nil

B) Meetings

During the year 07 (SEVEN) Board Meetings were convened and held. The details of which are annexed herewith as "Annexure III". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. Directors Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going 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.

16. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details have been given in Form AOC-2 annexed.

17. Subsidiary Companies:

The Company has Four Subsidiary companies.

Sr. No Name of the Company % of Shares held
1. Mangalam Nutrifeeds Private Limited 100.00%
2. Unjha Psyllium Private Limited 100.00%
3. Unjha Spices Private Limited 100.00%
4. Kiositech Engineering Limited 99.94%

18. Management Discussion & Analysis:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), Management Discussion and Analysis forms part of this Annual Report.

19. Corporate Governance Report:

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.

20. Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

21. Auditors:

At the Annual General Meeting held on September 25, 2018, Piyush J. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in 2020. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Piyush J Shah & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the Shareholders.

22. Secretarial Audit:

Vickey Patel, Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report does not contain any qualification, reservation or adverse mark.

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure".

24. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors, farmers, employees and the members during the year under review.

Place: Ahmedabad By Order of Board of Directors
Date: May 13, 2019 For, Mangalam Seeds Limited
CIN: L01112GJ2011PLC067128
Registered office: Pravinbhai Mafatbhai Patel
202, Sampada Complex, B/H Tulsi Complex Managing Director
Mithakhali Six Road, Navrangpura, DIN: 03173769
Ahmedabad: 380009