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You can view full text of the latest Director's Report for the company.

BSE: 505850ISIN: INE545L01039INDUSTRY: Non-Banking Financial Company (NBFC)

BSE   ` 107.75   Open: 111.65   Today's Range 106.55
113.00
-2.25 ( -2.09 %) Prev Close: 110.00 52 Week Range 90.00
122.50
Year End :2022-03 

Your Directors' are pleased to present the 60th Annual Report on the affairs of your Company along with the Audited Financial Statements for the Financial Year ended 31st March, 2022.

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 Board's Report is prepared based on the standalone financial statements of the Company for the year under review:

1. FINANCIAL HIGHIGHTS

As at

As at

Particulars

31st March, 2022

31st March, 2021

(' In Lakhs)

(' In Lakhs)

Total income

1384.57

1141.04

Total expenditure

516.32

322.70

Profit before taxation

868.25

818.34

Less: Provision for Taxation

- Current tax

235.22

230.54

- Deferred tax asset

(13.11)

16.70

-Tax in respect of Earlier Year

38.00

-

Net profit after taxes

608.14

571.10

Earnings per share (Face Value ' 10/- each)

Basic

3.15

2.96

Diluted

3.15

2.96

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 31st March, 2022. 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 INR 121.63/- Lakhs (previous year ended 31st March, 2021 was INR 114.22/- 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 by 21% to INR 1384.57 Lakhs in FY22 compared to INR 1141.04 Lakhs in FY21

- Interest Income from operations grew by 23.4% to INR 1303.89 in FY22 compared to INR 1059.76 Lakhs in FY21

- Profit after tax (PAT) before OCI increased by 6% to INR 608.14 Lakhs in FY22 compared to INR 571 11 lakhs in FY21

- Loan assets under management (AUM) grew by 25% y-o-y to INR 10482.45 Lakhs in FY22 compared to INR 8411.04 Lakhs in FY21

- Net Interest Income grew by 11% to INR 1186.71 Lakhs in FY22 compared to INR 1073.56 Lakhs in FY21

- GNPA reduced to 1.31% in FY22 compared to 1.33% in FY21

- NNPA significantly improved to 0.54% in FY22 compared 1.12% in FY21.

5. CAPITAL ADEQUACY RATIO

Your Company's Capital Adequacy Ratio, as of 31st March, 2022, stood at 77.67% (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. COVID-19 PANDEMIC

Financial year 2021-22 was once again dominated by the COVID-19 pandemic as new waves of infection swept across countries. The second wave (called 'Delta') proved far more deadly than the first that struck in 2020.

The advent of the highly transmissible variant 'Omicron' in early January, 2022 (the third wave) spread much dread across the world. During this wave, India's daily number of reported cases peaked to nearly 350000 on 20th January, 2022 and active case load was over 22 million as on 23th January, 2022. Fortunately, while highly transmissible, Omicron was not as clinically deadly as delta. So, while many got infected, almost all got well again within a week or so, without hospitalisation and mortality.

The impact of the second and third wave of the

pandemic on the performance of the Company and measures adopted to steer through this continuing crisis have been discussed in detail in Management Discussion and Analysis.

8. CREDIT RATING

Your Company's financial discipline and prudence is reflected in the strong credit rating ascribed by Infomerics Valuation & Ratings Private Limited. The credit rating of the company has been upgraded on 9th May 2022 which reflects the continued sound financial performance of the company.

Particulars/

Rating

Agencies

Amount

(INR)

Upgraded

Ratings

Previous

Rating

Long

70 Crore

IVR BBB /

IVR BBB-

Term Bank

Stable (IVR

/ Stable

Facilities

Triple B with Stable Outlook)

(IVR Triple B Minus with Stable Outlook)

9. SHARE CAPITAL

During the financial year under review, the issued, subscribed and paid-up share capital of the Company as at 31st March, 2022 was INR 19,31,39,860/- divided into 1,93,13,986 equity shares of face value of INR 10/- each.

Your Company has not issued and allotted any equity shares with differential rights as to voting, dividend or otherwise during the financial year ended on 31st March 2022.

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 2021-22.

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 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 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 31st March 2022, the Board of Directors of your Company comprises of 7 (Seven) Directors 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 Board's Report.

Consequently, the Board underwent the following changes:

A. Change in Directorship Cessation of Director:

With deep regret, we report the resignation of Mr. Naval Maniyar from the post of Chief Financial Officer and Executive Director received on 5th March 2022. The board places on record its sincere appreciation for the valuable contribution made by Mr. Naval Maniyar during his tenure on the Board.

Appointment of Director:

All appointments of Directors are made in accordance with the relevant provisions of the Act, 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 to 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 appointed as Additional Executive Director by the Board of Directors at their Board Meeting held on 30th October 2021 for a period of (1) one year and who shall hold office upto the 60th Annual General Meeting which is to be held on 30th September, 2022.

Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Meghraj Jain (DIN: 01311041) Chairman and Managing Director and Mr. Sujan Sinha (DIN- 02033322) Non- Executive Non- Independent Director 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 Jain and Mr. Sujan Sinha has been included in the Notice convening the ensuing Annual General Meeting.


Changes in KMP:

Resignation of Mr. Naval Maniyar from the post of Chief Financial Officer received on 5th March, 2022.

Appointment of Mr. Manish Rathi as a Chief Executive Officer of the Company with effect from 1st April, 2022. Brief profile of Mr. Manish Rathi is set out in Annexure F of Directors' Report.

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 31st March, 2022 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 Board's Report.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declarations from all the Independent Directors as per the Section 149(7) of the 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 October 22, 2019, regarding the requirement relating to enrollment 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 Code of Conduct is also posted on the website of the Company. All Board Members and Senior

Management Personnel have confirmed compliance with the Code for the financial year 2021-22.

A declaration to this effect signed by Mr. Meghraj Jain, Managing Director is reproduced below:

In accordance with Regulation 26 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I hereby confirm that; all the Members of the Board and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct and Ethics for the Members of the Board and the Senior Management Personnel, as applicable to them, in respect of the financial year 2021-22.

16. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2022 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 various matters including business performance, business strategies and policies. During the year under review, 4 (Four) meetings of the Board of Directors were held as per the details below:

Sr. No.

Date of Board Meeting

1.

19th May, 2021

2.

12th August, 2021

3.

12th November, 2021

4.

04th February, 2022

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 such meetings have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Directors' 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 & Remuneration Committee, Stakeholders Relationship Committee, Internal Complaints 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 stan-dards 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 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 19th May, 2021 to inter-alia review the performance of the Non- Independent Directors including the Chairman and the Board, as a collective entity.

The Board of Directors have carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The statement indicating the manner in which the annual evaluation has been carried out pursuant to Listing Regulations and Companies Act, 2013 is given in the Corporate Governance Report, which forms integral part of this Annual Report.

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. Goyal Pareek & Co., Chartered Accountant and M/s. Sharma & Goyal, Chartered Accountant were appointed as Internal Auditor 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 Auditors of the Company for a term of 4 (Four) consecutive years, from the conclusion of 57th Annual General Meeting held on 30th September, 2019 and shall hold the office till the conclusion of the 61st Annual General Meeting of the Company.

M/s. MGB & Co. LLP, Statutory Auditors in their report(s) on the audited financial statements of your Company for the financial year ended 31st March, 2022, 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 & MANAGAMENET 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 E to this Directors' 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 Listing Regulations is annexed to the Corporate Governance Report

25. SECRETARIAL AUDITOR

The Board has appointed M/s. Vijay S. Tiwari & Associates, Practicing Company Secretary 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 2021-22. The Report of the Secretarial Audit and Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/ CFD/CMD1/27/2019 dated 08th February 2019 is annexed herewith as Annexure A and Annexure B.

26. SECRETARIAL STANDARDS

During the year under review, your Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of Board of Directors' and 'General Meetings' respectively.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company is registered with RBI as non-deposit taking non-banking financial company ("NBFC"). Thus, in terms of Section 186(11) of the Act 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, the 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, 2013 read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C 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 this Board's 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, 201

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 restricted 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 2021-22 your Company have not offered any Employee Stock Options scheme to Employees. Hence, relevant provisions of the Act and SEBI 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 13th December, 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 12th February, 2020 which lays down the principles and mechanism for undertaking various projects / programs as 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 Directors' 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 D to this Directors' Report.

41. DETAILS AND STATUS OF ACQUISITION, MERGER & MODERNIZATION & DIVERSIFICATION

During the financial year 2021-22 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 ' 4.24 Lakhs 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

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 any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

- During financial year 21-22, 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 LimitedSd/- Sd/-

Meghraj Jain Nilesh Jain

Chairman & Managing Director Director

DIN:01311041 DIN:08788781

Place: Mumbai Date: 25th July, 2022