Dear Shareholders,
The Board of Directors of Mangal Credit and Fincorp Limited have great pleasure in
presenting the 63rd Annual Report along with the Audited Financial Statements
for the financial year ended 31st March, 2025.
1. FINANCIAL HIGHIGHTS
The key highlights of the audited financial statements of your Company for the
financial year ended 31st March, 2025 and comparison with the previous
financial year ended 31st March, 2024 are summarised below;
(Rs._in Lakhs except EPS)
Particulars |
As at 31st March, 2025 |
As at 31st March, 2024 |
| Total income |
4,957.62 |
3,327.49 |
| Total expenditure |
3,103.77 |
1,894.99 |
| Profit before tax and exceptional items |
1,853.85 |
1,432.50 |
| Exceptional items |
33.31 |
- |
| Profit Before Tax |
1,820.54 |
1,432.50 |
| Less: Provision for Taxation |
|
|
| - Current tax |
492.04 |
396.00 |
| - Deferred tax asset |
(9.26) |
(20.23) |
| - Short provision for tax relating to prior years |
31.00 |
2.14 |
| Profit after tax |
1,306.76 |
1,054.59 |
| Appropriations: |
|
|
| - Transfer to Reserve Fund under Section 45-IC of the RBI Act, 1934 |
261.35 |
210.92 |
| - Dividend |
117.38 |
96.57 |
| Earnings per share (Face Value Rs. 10/- each) |
|
|
| - Basic |
6.68 |
5.45 |
| - Diluted |
6.58 |
5.45 |
2. REVIEW OF OPERATIONS
• Total Revenue increased to Rs._4957.62 Lakhs in FY 2024-25 from Rs._3327.49
Lakhs in FY 2023-24.
• Interest Income (NII) from operations increased to Rs._ 4803.54 Lakhs in FY
2024-25 from Rs._3215.28 Lakhs in FY 2023-24.
• Profit after tax (PAT) before OCI increased to Rs._ 1306.76 Lakhs in FY
2024-25 compared to Rs._1054.59 Lakhs in FY 2023-24.
• Loan Assets Under Management (AUM) increased by 28.81 % y-o-y to Rs._ 29,457
Lakhs in FY 2024-25 compared to Rs._22,870 Lakhs in FY 2023-24.
• Net Interest Income (NII) increased by 29.42% to Rs._3,035 Lakhs in FY
2024-25 compared to Rs._2,345 Lakhs in FY 2023-24.
• GNPA decreased to 1.19% in FY 2024-25 as compared to 1.31 % in FY 2023-24.
• NNPA is decreased to 0.66 % in FY 2024-25 as compared to 0.75 % in FY
2023-24.
3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary(ies), joint venture(s)/associate company(ies)
within the meaning of Section 2(6) and 2(87) of the Companies Act, 2013 ("the
Act") as at the end of the financial year 2024-25.
4. DIVIDEND
The Board of Directors of the Company have at their meeting held on 15th
May, 2025, recommended final dividend @ 7.5% on equity shares i.e. Rs._ 0.75 per equity
share of the face value of Rs._10/- each for the financial year 2024-25. The dividend
payment is subject to approval of members at the ensuing Annual General Meeting.
The dividend would be paid to all the equity shareholders, whose names would appear in
the Register of Members / list of Beneficial Owners on the Record date fixed for this
purpose.
Pursuant to the provisions of the Finance Act, 2020, dividend income will be taxable in
the hands of the shareholders w.e.f. 1st April, 2020 and accordingly the
Company would be required to deduct tax at source ("TDS") from such dividend at
the prescribed rates under the Income Tax Act, 1961. All the required details regarding
TDS on dividend are forming part of the Notice of 63rd AGM which forms part of
this Annual Report.
As your Company is not falling under top 1000 listed entities, Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("SEBI Listing Regulations") is not applicable to the
Company.
5. TRANSFER TO STATUTORY RESERVES
Pursuant to the requirement of Section 45-IC of the Reserve Bank of India Act, 1934, an
amount of Rs._261.35 Lakhs (previous year ended 31st March 2024 was Rs._ 210.92
Lakhs) was transferred to statutory reserve fund.
Statutory Reserve represents the Reserve Fund created under Section 45IC 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.
6. CHANGES IN SHARE CAPITAL
During the year under review, the Company has not issued any equity shares.
Accordingly, the issued, subscribed, and paid-up share capital of the Company remained
unchanged at Rs.19,56,39,860/- comprising 1,95,63,986 equity shares of face value Rs.10/-
each.
However, as on 31st March, 2025, 15,50,000 Convertible Equity Warrants
issued by the Company were outstanding. These warrants are convertible into equivalent
number of equity shares at the option of the warrant holder in accordance with the terms
of issue.
7. BORROWINGS AND REPAYMENT OF TERM LOANS
Your company being a Non-Banking Financial Company is required to raise funds for its
business requirements. During the year under review, your_ Company has raised fresh
secured Term Loans, Working Capital Demand Loans, Inter Corporate Loans of Rs._ 109.63
Crore from banks for an average tenor of 12 to 48 Months.
As far as repayment of term loan and inter corporate loans are concerned, your Company
has repaid Rs._41.84 Crore, 21% of total outstanding term loans as of 31st
March, 2025.
Subsequent to closure of the reporting period and up to the date of this report, the
Company has issued 4,000 fully paid, senior, secured, rated, listed, redeemable, taxable
non-convertible debentures, each having a face value Rs._1,00,000/- (Indian Rupees One
Lakh Only) in two tranches, aggregating to Rs._ 40,00,00,000/- . The said securities are
listed and admitted to dealings on the BSE Debt segment w.e.f. April 7, 2025.
8. CAPITAL ADEQUACY RATIO
Your Company's Capital Adequacy Ratio, as of 31st March, 2025, stood at
41.15% (Tier I Capital to Risk Weighted Assets Ratio), which is well above the regulatory
requirement of 15% as prescribed by the RBI for NBFCs.
9. PUBLIC DEPOSITS
Being a non-deposit taking Non-Banking Finance Company, your Company has not accepted
any deposits from the public within the meaning of the provisions of Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
10. CREDIT RATING
Your Company's financial discipline and prudence_ are reflected in the strong credit
rating_ ascribed by CRISIL Ratings Limited.
CRISIL_Ratings has assigned a CRISIL BBB/Stable (pronounced as CRISIL triple B rating
with stable outlook) as stated below:
Rating Action |
Date |
Amount |
Rating |
| Bank Loan facilities |
Reaffirmed - 19th 2025 March, from |
Rs._ 200Crore (enhanced Rs._75 Crore) |
CRISIL BBB/Stable |
| NCDs |
19th March, 2025 from Rs. |
Rs._ 50Crore (enhanced _18 Crore) |
CRISIL BBB/Stable |
11. LISTING OF EQUITY SHARES ON THE PLATFORM OF NSE
During the financial year, the equity shares of the Company were listed and admitted to
dealings on the platform of National Stock Exchange of India Limited w.e.f. 16th
August, 2024, with a symbol of "MANCREDIT".
12. CHANGE IN THE NATURE OF BUSINESS
During the year, there was no change in the nature of business of the Company.
13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND POLICY ON DIRECTOR
FAMILIARIZATION
Policy on Appointment and Remuneration of Directors
On the recommendation of 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 that will be determined by considering short and long-term
performance objectives appropriate to the working of the Company and its goals.
The Remuneration Policy of the Company is available on the Company's website under the
web_link https://mangalfincorp.com/investerZone. aspx
Familiarization programme for Independent Directors
In compliance with the requirement of Regulation 25 of the SEBI Listing Regulations,
the Company has put in place a Familiarisation Programme for the Independent Directors as
well as Non-Executive Directors to familiarise them about the Company's operations and
their roles, rights, responsibilities in the Company.
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 strategies various risks/challenges faced during the quarter,
changes in IT infrastructure landscape etc. as part of the Board meetings. The suggestions
received from Directors are noted for implementation.
The details of the Familiarisation Programme along with the number of hours spent by
each of the Independent Directors during the financial year 2024-25 is explained in the
Corporate Governance Report. The same is also available on the website of the Company
under the web link https://mangalfincorp.com/investerZone.aspx
14. DIRECTORSHIP AND KEY MANAGERIAL PERSONNEL (KMP)
The Board of your Company comprised of eminent persons with proven competence and
integrity. Besides the experience, strong financial acumen, strategic astuteness and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings and preparations. In terms of requirement of the SEBI
Listing Regulations the Board has identified core skills, expertise and competencies of
the Directors in the context of the Company's businesses for effective functioning, which
are detailed in the Corporate Governance Report.
As on 31st March 2025, the Board of Directors of your Company comprises 8
(Eight) Directors of which 1 (one) is Non-Executive Non Independent Director, 4 (four) are
Non-Executive Independent Directors and 3 (three) 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.
During the year under review, there was no change in the composition of Board of
Directors.
Retirement by Rotation of the Directors
In accordance with the provision of Section 152(6) of the Act, Mr. Meghraj Jain (DIN:
01311041) designated as Chairman and Managing Director of the Company shall retire by
rotation at the forthcoming Annual General Meeting and being eligible, offers himself for
re-appointment. The Board recommends the same for the approval of the shareholders.
The necessary resolution for re-appointment of Mr. Meghraj Jain forms part of the
Notice convening the Annual General Meeting. The profile and particulars of experience
that qualify Mr. Meghraj Jain for Board membership, are disclosed in the Notice convening
ensuing Annual General Meeting.
Changes in Key Managerial Personnel
During the financial year, Mr. Chirag Parmar, tendered his resignation from the
position of Company Secretary and Compliance Officer of the Company, which was accepted by
the Board. His cessation was effective from the close of business hours on 25th
March, 2025.
It is further informed that, subsequent to the close of the reporting period, the Board
has, after due deliberation, re-appointed Mr. Chirag Parmar as the Company Secretary and
Compliance Officer of the Company with effect from 7th June, 2025.
15. 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 22nd October, 2019, regarding the
requirement relating to enrolment in the data bank created by MCA for Independent
Directors, had been received from all Independent Directors.
16. DIRECTOR(S) DISCLOSURES
Based on the declarations and confirmations received in terms of the provisions of the
Act, the SEBI 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 Vijay S. Tiwari & Associates, Practicing Company Secretary,
confirming that none of the Directors on the Board of the Company as on 31st
March, 2025 have been debarred or disqualified from being appointed or continuing as
Director on the Board of the Company by the Securities and Exchange Board of India, the
Ministry of Corporate Affairs or any such statutory authority forms part of the Corporate
Governance Report which is annexed to and forms an integral part of this Directors'
Report.
17. CODE OF CONDUCT
Your Company has formulated a code of conduct for Board of Directors and Senior
Managerial Personnel. The Declaration duly signed by the Chairman and Managing Director is
given under Corporate Governance Report as a separate section in this Annual Report. The
Code of Conduct for Board of Directors and Senior Management Personnel is also posted on
the website of the Company and can be access at
https://mangalfincorp.com/investerZone.aspx.
18. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR
The Board meets at regular intervals to discuss and decide on the Company's business
strategy and policy apart from other Board businesses. The Board exhibits strong
operational oversight with regular presentations in quarterly meetings. The Board meetings
are pre-scheduled well in advance to help them plan their schedule and ensure meaningful
participation in the meetings. Only in case of special and urgent business, if the need
arises, the Board's approval is taken by passing resolutions through circulation as
permitted by law.
The agenda for the Board meetings includes detailed notes on the items to be discussed
to enable the Directors to make an informed decision. The Board of Directors of the
Company met 5 (five) times during the financial year 2024-25. The details of the Board
meetings and the attendance of the Directors are given in Corporate Governance Report,
which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days.
19. COMMITTEES OF THE BOARD
The Board of Directors, in compliance with the requirements of various laws applicable
to the Company and for operational convenience, has constituted several committees of the
Board to deal with specific matters and has delegated powers for different functional
areas to different committees.
The Board of Directors has constituted mandatory and non-mandatory committees viz.
Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Internal Complaints Committee, Asset Liability Management Committee, Risk
Management Committee, Investment Committee, Corporate Social Responsibility Committee, and
Loans and Advance Committee.
Details of all the statutory committees such as composition, terms of reference, number
of meeting(s) held and attended by respective member(s) have been provided in the
Corporate Governance Report which is annexed to and forms an integral part of this Annual
Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (5) of Section 134 of the Act, and to the
best of our knowledge and belief and according to the information and explanations
obtained by us, the Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2025 and of
the profit of the Company for that year;
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.
21. MANAGEMENT DISCUSSION AND ANALYSIS
The Management and Discussion and Analysis, as required in terms of Regulation 34 of
the SEBI Listing Regulations forms part of this Annual Report.
22. ANNUAL EVALUATION BY BOARD OF DIRECTORS
In terms of the requirement of Schedule IV of the Act and Regulation 25 of the SEBI
Listing Regulations, during the separate meeting of Independent Directors, the performance
of the Non-Independent Directors including the
Chairman and the Board, was evaluated 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 Act and the
SEBI Listing Regulations. The statement indicating the manner in which the annual
evaluation has been carried out pursuant to SEBI Listing Regulations and the Act is given
in the Corporate Governance Report, which forms integral part of this Annual Report.
Based on inputs received from the members, it emerged that the overall performance
evaluation of the Board, composition, and quality, understanding the business including
risks, process and procedures, oversight of financial reporting process including internal
controls and audit functions, ethics, compliances and monitoring activities, have been
found to be reasonable good.
23. ANNUAL RETURN
Pursuant to Sections 92 and Section 134(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is
available at the website of the Company at https://mangalfincorp. com/investerZone.aspx
24. INTERNAL AUDITOR AND INTERNAL AUDIT REPORT
Your Company has in place sophisticated internal control structures proportionate to
the size, scope and complexity of operations of the Company. Internal audits are conducted
on a regular basis to review and ensure that responsibilities are duly carried out
efficiently. It 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. Internal auditor monitors and assesses the
effectiveness and adequacy of our Company's internal control mechanisms.
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.
In compliance of the Discretionary Requirements stipulated under Regulation 27 (1) read
with Part E of Schedule II of the SEBI Listing Regulations, Internal Auditor reports to
the Audit Committee before submitting to the Board of Directors.
25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to
financial statements, commensurate with the size, scale, nature and complexity of its
operations and regulatory requirements. A comprehensive review of the internal financial
controls of the Company was undertaken during the year which covered testing of Process,
IT and Entity level controls including review of key business processes for updating Risk
Control, Matrices, etc.
Moreover, the Company continuously upgrades its systems and undertakes review of
policies, guidelines, manuals, and authority matrix. The internal financial control is
supplemented by extensive internal audits, regular reviews by the Management and standard
policies and guidelines to ensure reliability of financial and all other records to
prepare financial statements, its reporting and other data. The Audit Committee of the
Board reviews internal audit reports given along with management responses. The Audit
Committee also monitors the implemented suggestions. The Company has, in all material
respects, adequate internal financial control over financial reporting and such controls
are operating effectively.
26. STATUTORY AUDITORS & THEIR REPORT
During the 61st Annual General Meeting of the Company, M/s. Bhagwagar Dalal
& Doshi, Chartered Accountants, (FRN: 128093W) have been appointed as the Statutory
Auditors of the Company for a period of 5 (five) years to hold office from the conclusion
of 61st Annual General Meeting till the conclusion of 66th Annual
General Meeting of the Company on the remuneration to be determined by the Board of
Directors. The Statutory Auditors have not been disqualified in any manner from continuing
as Statutory Auditors.
Further to inform that, as the Company is falling into NBFC Base layer category as a
non-deposit taking NBFC with asset size below Rs._1,000/- Crore, guidelines for
appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial
Banks (excluding RRBs), UCBs and NBFCs (including HFCs) bearing reference no.DoS.
CO.ARG/SEC.01/08.91.001/2021-22 dated 27th April, 2021 is not applicable to the
Company, hence the existing Statutory Auditor was appointed in line with the extant
procedure of the Companies Act, 2013 and rules made thereunder (including any statutory
modification and re-enactment thereof).
The financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Act. The notes on
financial statements referred to in the Auditors' Report are self-explanatory and do not
call for any further comments. The Auditors' Report does not contain any qualification,
reservation, adverse remark, or disclaimer.
27. REPORT ON CORPORATE GOVERNANCE
Your company complies with the provisions laid down in Corporate Governance laws. It
believes in and practices good corporate governance. The Company maintains transparency
and also enhances corporate accountability. In terms of Regulation 34 of the SEBI Listing
Regulations read with Schedule V, Corporate Governance Report for the year under review,
including disclosures are annexed herewith as Annexure A to this Board's Report.
A certificate from Vijay S. Tiwari & Associates, Practicing Company Secretary,
confirming compliance with the conditions of Corporate Governance as prescribed under the
SEBI Listing Regulations is annexed to the Corporate Governance Report.
28. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
has appointed Vijay S. Tiwari & Associates, Practicing Company Secretaries to conduct
the Secretarial Audit for the FY 2024-25.
The Secretarial Audit Report confirms that the Company has complied with the provisions
of the Act, Rules, SEBI Listing Regulations and Guidelines and that the report does not
contain any qualification. The Secretarial Audit Report along with Annual Secretarial
Compliance Report obtained under Regulation 24A of the SEBI Listing Regulations for the
financial year ended 31st March, 2025 are annexed herewith as
Annexure B and Annexure C.
Further to inform that in compliance with the provisions of Regulation 24A of the SEBI
Listing Regulations, the Board of Directors of the Company has recommended to the members
for appointment of Vijay S. Tiwari & Associates, Practicing Company Secretaries, as
Secretarial Auditor to conduct Secretarial Audit for a consecutive period of 5 (five)
years commencing from FY 2025-26. The resolution along with necessary details for
appointment of Secretarial Auditor form part of the notice of ensuing Annual General
Meeting.
29. COST AUDITORS
As your company is registered under the provisions of Reserve Bank of India Act, 1934
as Non-Banking Financial Company, maintenance of cost records and requirement of cost
audit stipulated under the provisions of Section 148(1) of the Act are not applicable in
respect of the business activities carried out by the Company.
30. SECRETARIAL STANDARDS
During the year under review, your Company has duly complied with the applicable
Secretarial Standards issued by Institute of Company Secretaries of India.
31. RBI DIRECTIONS AND GUIDANCE
The Company continues to comply with all the_ applicable
regulations/guidelines/directions prescribed by the Reserve Bank of India
("RBI"), from time to time.
32. AUCTIONS CONDUCTED
In terms of the requirements stipulated under the Master Direction – Reserve Bank
of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023,
particulars about the gold loans auction conducted during the financial year for the
pledged gold ornaments which have not been redeemed within the tenure of the loan as
specified under the terms and conditions of the respective loan accounts, are as follows;
Particulars |
31st March, 2025 |
31st March, 2024 |
| Number of gold loan accounts |
33 |
114 |
| Outstanding Amounts (Rs._in lakhs) |
Rs._147.60 |
Rs._260.91 |
| Value fetched (Rs._in lakhs) |
Rs._148.60 |
Rs._264.60 |
| Whether any of its sister concerns participated in the auction |
- |
- |
33. RISK MANANGEMENT
The Risk Management Committee constituted by the Board of Directors of the Company in
accordance with the applicable Reserve Bank of India (RBI) regulations is entrusted with
the responsibility of framing, implementing, and monitoring the Risk Management Plan of
the Company. The Committee ensures the effectiveness of the risk management practices by
periodically evaluating the adequacy of risk control measures and recommending
improvements wherever necessary.
The Company remains committed to maintaining a robust risk management culture to
safeguard the interests of its stakeholders and support sustainable business growth. The
Committee considers the risks that impact the mid-term to the long-term objectives of the
business, including those reputational in nature. The Audit Committee has additional
oversight in the area of financial risks and controls. The Risk Management Policy is
available on the website of the Company at https://mangalfincorp.com/investerZone.aspx
34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company being an NBFC registered with the RBI and engaged in the business of
giving loans in the ordinary course of its business, is exempt from complying with the
provisions of section 186 of the Act with respect to loans. Accordingly, the disclosures
of the loans given as required under the aforesaid section have not been made in this
Board's Report.
Particulars of loans and investments outstanding during the financial year are
furnished in notes to the financial statements of the Company.
35. RELATED PARTY TRANSACTIONS
In terms of the provisions of the Act, SEBI Listing Regulations and the directions
issued by RBI, from time to time, your company has in place "Policy on Materiality of
Related Party Transactions" and same can be access on the Company's website at its
weblink i.e. https://mangalfincorp.com/ investerZone.aspx
During the financial year, all the related party transactions were entered at arm's
length basis and in the ordinary course of business, the particulars of such transactions
are disclosed in the notes to the financial statements. All the related party transactions
are presented to the Audit Committee for prior 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.
36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, have been occurred, affecting the
financial position of the Company subsequent to the close of the FY 2024-25 till the date
of this report.
37. 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 Act read with Rule 5(1) and (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure
D to this Report.
38. 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 applicable to the Company.
39. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, your Company did not have any foreign exchange earnings
and foreign currency expenditure.
40. 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 have adopted a Whistle Blower Policy/ Vigil Mechanism
inter alia to provide formal mechanism to the Directors and employees of the Company to
report their concerns to the Audit Committee of the Company and provide 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 and is available on the website of the Company at
https://mangalfincorp.com/ investerZone.aspx.
41. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Designated Persons of the Company. To further
strengthen compliance, the Company has implemented a secure software-based Structural
Digital Database (SDD) system. This SDD is maintained internally and contains detailed
records of all instances where UPSI has been shared, including the nature of information,
the identity of persons with whom the information is shared, and their Permanent Account
Numbers (PAN) or other identifiers as required.
The Code requires pre-clearance for dealing in the Company's securities and prohibits
the purchase or sale of Company securities by the Designated Persons while in possession
of unpublished price sensitive information in relation to the Company and during the
period when the trading window is closed. The Board is responsible for implementation of
the Code. The Code is available on the website of the company at
https://mangalfincorp.com/investerZone.aspx
42. EMPLOYEE STOCK OPTION PLANS (ESOPs)
During the financial year 2024-25, your Company has not offered any Employee Stock
Options scheme to Employees. Hence, the disclosures with respect to ESOPs under the
relevant provisions of the Act and SEBI Listing regulations are not applicable to the
Company.
43. CORPORATE SOCIAL RESPONSIBILITY POLICY
In light of your Company's philosophy of being a responsible corporate citizen, the
Board of Directors adopted a ‘CSR Policy' 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
Board's Report. The Policy is available on Company's Website at
https://mangalfincorp.com/investerZone.aspx.
Disclosures in terms of Section 134(3) (o) and Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, with respect to CSR
activities undertaken by the Company during the year under review have been provided at Annexure
E to this Board's
Report.
44. DETAILS AND STATUS OF ACQUISITION, MERGER & MODERNIZATION & DIVERSIFICATION
During the financial year 2024-25, no Acquisition, Merger, Modernization and
Diversification have taken place in your Company.
45. INVESTORS EDUCATION AND PROTECTION FUND
In accordance with the provisions of the Section 124 of the Act read with Investor
Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
as amended ("IEPF Rules"), Companies retains dividends, for seven years with
them for payment to investors and after expiry of seven years, transfer the said amount to
IEPF along with all shares in respect of which dividend has not been paid or claimed for
seven consecutive years or more.
In accordance with the said IEPF Rules and any amendments thereto, the Company had sent
notices to all the Members whose shares were due to be transferred to the IEPF Authority
and simultaneously published newspaper advertisement. In terms of the provisions of IEPF
Rules, Rs._ 2,44,706.98 of unpaid/unclaimed dividends and 2,93,480 shares were transferred
during the financial year 2024-25 to the Investor Education and Protection Fund.
46. FRAUD REPORTING
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under Section 143 (12) of the Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which needs to be mentioned in the Board's Report.
47. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review there were no significant material orders passed by the_
Regulators/ Courts/ Tribunals against the Company which would impact the going concern
status or its future operations.
48. HUMAN RESOURCES
The Company firmly believes that employees are its greatest asset and foundation of
operations is human capital. The focus of the Human Resources (HR) strategy is to enable
the growth of the Company through talent fulfilment for growth areas, capability building
in emerging technologies and building internal talent pipeline. The Company strives to
create a conducive environment for growth and development of employees. Training &
Development initiatives are being taken for employees from time to time.
Further, in alignment with the principle of diversity, equity, and inclusion (DEI), the
Company discloses below the gender composition of its workforce as on the 31st
March, 2025;
• Male Employee: 93
• Female Employees: 31
• Transgender Employees: 0
49. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION , PROHIBITION AND
REDRESSAL) ACT, 2013 AND DISCLOSURES:
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a
‘Policy for prevention of Sexual Harassment at workplace' to prohibit, prevent
or deter any acts of sexual harassment at workplace and to provide the procedure for the
redressal of complaints pertaining to sexual harassment in line with the provisions of
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 and the rules thereunder ("POSH Act"). The Company has complied with the
provisions relating to the constitution of the Internal Committee under the POSH Act. The
composition of IC is in accordance with POSH Act.
The following is a summary of Sexual Harassment complaint (s) received and disposed off
during FY 2024-25, pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder:
• Number of complaints of sexual harassment received: Nil
• Number of complaints disposed off: Nil
• Number of cases pending for more than Ninety days: NA
The Company is committed to provide conducive environment in which all individuals are
treated with respect and dignity. The Company ensures that the necessary programs
conducted from time to time to promote a safe and respectful work environment for all the
employees.
50. COMPLIANCES UNDER THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the applicable provisions of the Maternity Benefit Act,
1961. All woman employees have been extended the benefits as prescribed under the Act. The
Company remains committed to creating a supportive and inclusive work environment for
women. Adequate internal mechanisms are in place to facilitate a smooth transition for
employees availing maternity benefits, and to ensure their well-being during and after the
maternity period.
51. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As your Company is not falling under top 1,000 listed entities, a Business
Responsibility and Sustainability Report on the Environmental, Social and Governance is
not applicable to the Company in accordance with the provisions of Regulation 34 of the
SEBI Listing Regulations.
52. OTHER STATUTORY DISCLOSURES
• The financial statements of the Company are placed on the Company's website at
www. mangalfincorp.com.
• 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 in respect of
any borrowings including debt securities.
• Neither any application was made, nor is any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 against the Company.
• During FY 2024-25, 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.
• The Company has not issued any Sweat equity shares or equity shares with
differential voting rights during FY 2024-25.
• As the Company does not fall under the list of top 1,000 listed entities, the
requirement of obtaining D&O insurance is presently not applicable to the Company.
• In accordance with the provisions contained in Section 136 of the Act and
Regulation 34 of SEBI Listing Regulations, the Annual Report of the Company, containing
Notice of the Annual General Meeting, Financial Statements, Cash Flow Statement, Report of
the Auditor's, Directors' Report, Corporate Governance Report thereon are available on the
website of the Company at www. mangalfincorp.com
53. 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, BSE Limited, National Stock Exchange of India 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.
For and on behalf of the Board of Directors |
Sd/- |
Sd/- |
Hardik Jain |
Meghraj Sohanlal Jain |
Executive Director |
Chairman and Managing Director |
DIN: 07871480 |
DIN: 01311041 |
Place: Mumbai |
Place: Mumbai |
Date: 5th August, 2025 |
Date: 5th August, 2025 |
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