To,
The Members,
Mangalam Global Enterprise Limited ,
Ahmedabad
The Board of Directors have pleasure to present its 15th Annual Report
on the business and operations of your Company ("the Company"), along with the
Standalone & Consolidated Audited Financial Statements, for the Financial Year ended
on March 31, 2025.
FINANCIAL HIGHLIGHTS:
The summarized financial performance/ highlights are as mentioned
below:
(Rs in Lakhs)
PARTICULARS |
STANDALONE-YEAR ENDED
31/03/2025 31/03/2024 |
CONSOLIDATED-YEAR ENDED
31/03/2025 31/03/2024 |
| I. Revenue from Operations |
2,09,253.49 |
1,66,914.13 |
2,28,147.62 |
1,83,880.32 |
| II. Other Income |
20,52.89 |
1,168.28 |
2,143.66 |
1,388.69 |
III. Total Revenue (I+II) |
211,306.38 |
1,68,082.41 |
2,30,291.28 |
1,85,269.01 |
IV. Earnings Before Interest, Taxes,
Depreciation and Amortization Expense |
6,114.71 |
4,620.43 |
65,76.06 |
4,929.93 |
| V. Finance Cost |
2,670.78 |
2,385.28 |
2,971.32 |
2,540.55 |
| VI. Depreciation and Amortization Expense |
210.92 |
279.73 |
229.38 |
297.55 |
VII. Profit Before Tax (IV-V-VI) |
3,233.01 |
1,955.42 |
3,375.36 |
2,091.83 |
VIII. Tax Expense: |
|
|
|
|
| a) Current Tax (Adjusted) |
2.50 |
2.48 |
9.80 |
8.71 |
| b) Deferred Tax (Asset)/Liabilities |
827.08 |
233.74 |
826.92 |
233.74 |
| c) Income Tax (Prior Period) |
-2.48 |
NIL |
(2.48) |
NIL |
Total Tax Expense |
827.10 |
236.22 |
834.24 |
242.45 |
IX. Profit After Tax (VII-VIII) |
2,174.93 |
1,890.66 |
2,310.13 |
2,020.84 |
Previous year figures have been regrouped / re-arranged wherever
necessary.
STATE OF THE COMPANY'S AFFAIRS / OPERATIONS:
The Company is mainly engaged into:
Manufacturing, trading and import of Edible Oil/ Non-edible oil and
Agricultural Products i.e. Soya Oil, Soya Meal, Soya De Oiled Cake, Mustard Oil, Mustard
Meal, Mustard De Oiled Cake, Refined Soyabean Oil, Refined Vegetable Oil, Pungent Mustard
Oil, Refined Castor Oil First Special Grade (FSG), Castor De- Oiled Cake and High Protein
Castor De-Oiled Cake, Cotton Bales, Cotton Cake Cattle Feed, Cotton Wash Oil, processing
of wheat and rice. Also, the Company is engaged in Trading including domestic and export
of Agricultural Products i.e. Wheat, Rice etc.
Presently, the Company operates four plants located at: (i) Unit Bavla,
Sanand- Gujarat - Wheat & Rice Processing; (ii) Unit Kapadvanj, Kheda- Gujarat -
Castor oil (iii) Unit Kapadvanj, Kheda- Gujarat - Cotton; (iv) Unit Jotana, Mehsana,
Gujarat.
During the year Company Purchased Plant & Machinery and Buildings
from Shree Gurukrupa Oil and Foods ("Partnership Firm") and lands admeasuring
19833 square yards bearing Survey Nos. 186, 188 & 189 (collectively known as
"Assets") from the individual land owners at Taluka: Jotana, Mehasana, Gujarat.
By Purchasing these Assets viz. land, plant & machinery and building, Company can
produce Edible Oil Refinery & Packing Unit with capacity of approx. 200 metric tonne
per day and Oil Seed crushing plant with a capacity of 20 metric tonne per day.
Your Company has taken a bold and strategic leap by entering the
high-growth Business-to-Consumer (B2C) segment with the launch of our new wellness brand
— Neat Everyday. This move marks a decisive shift in our long-term growth strategy,
aimed at tapping into the rapidly expanding global demand for clean, natural, and
science-backed health products.
With Neat Everyday, your Company is bringing to market a+ dynamic
portfolio of 100% vegetarian nutraceutical and personal care products, made from natural
ingredients and grounded in Ayurvedic principles backed by scientific validation. The
products are available in various premium range category such as Cold-Pressed Oils which
includes Yellow Mustard Oil, Extra Virgin Coconut Oil, Black Sesame Oil, Pistachio,
Almond, Walnut Oil that cater to both nutritional and beauty-conscious consumers. Company
also caters Softgel Capsules in blister & jars such as Vegan Omega 3 6 9 Capsules,
Evening Primrose Oil Soft Vegan Capsules, Castor Oil Soft Vegan Capsules, Garlic Oil Soft
Vegan Capsules, Immunity Booster Soft Vegan Capsule targeting everyday health and wellness
needs.
During the year Company has also launched the new products namely
"TEJPRAKASH CASTOR OIL", Ayurvedic Classical Medicine has started
sales/Marketing & distribution and Neat Castor Oil for personal care under the name
"NEAT CASTOR OIL".
Standalone operating results:
During the year under review, Revenue from Operations of the Company is
Rs. 2,09,253.49 Lakhs as compared to Rs. 1,66,914.13 Lakhs in the previous financial year.
During the year under review, the Company has earned a Profit Before
Tax (PBT) of Rs. 3233.01 Lakhs and Profit After Tax (PAT) of Rs. 2174.93 Lakhs as compared
to Profit Before Tax (PBT) of Rs. 1955.42 Lakhs and Profit After Tax (PAT) of Rs. 1890.66
Lakhs, respectively, in the previous financial year.
Consolidated operating results:
During the year under review, on a Consolidated basis, your Company
(together with its Subsidiaries) has earned Revenue from Operations Rs. 2,28,147.62 Lakhs
as compared to Rs. 1,83,880.32 Lakhs in the previous financial year. Correspondingly, the
Consolidated Profit Before Tax and Consolidated Profit After Tax during the year under
review is Rs. 3,375.36 Lakhs and Rs. 2310.13 Lakhs, respectively, as compared to
Consolidated Profit Before Tax and Consolidated Profit After Tax of Rs. 2091.83 Lakhs and
Rs. 2020.84 Lakhs, respectively, in the previous financial year.
COMPANY BACKGROUND:
Mangalam Global Enterprise Limited is having Corporate Identification
Number L24224GJ2010PLC062434 was originally incorporated as "Hindprakash Colourchem
Private Limited" under the Companies Act, 1956 on September 27, 2010. Further, name
of the Company was changed to Mangalam Global Enterprise Private Limited and a Fresh
Certificate of Incorporation consequent to change of name was issued on July 31, 2014 by
Registrar of Companies, Ahmedabad. Further, the Company was converted in to Public Limited
Company and the name of the Company was changed to "Mangalam Global Enterprise
Limited" and a Fresh Certificate of Incorporation consequent upon conversion of
Company from Private Limited to Public Limited dated September 30, 2019 was issued by the
Registrar of Companies, Ahmedabad.
The Company was initially listed on Emerge platform of National Stock
Exchange of India Limited ('NSE') on November 27, 2019. The company was subsequently
migrated from the Emerge Platform to the Main Board of the National Stock Exchange (NSE)
on December 23, 2020. Further the Company was listed on main board of Bombay Stock
Exchange Limited (BSE) on October 29, 2024. Now the Equity shares of the Company are
listed on National Stock Exchange of India (NSE) and Bombay Stock Exchange Limited (BSE)
STANDALONE & CONSOLIDATED FINANCIAL STATEMENTS:
The Standalone and Consolidated financial statements of the Company for
the financial year 2024-25. are prepared in compliance with applicable provisions of the
Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR)
Regulations, 2015") which form part of this 15th Annual Report.
DIVIDEND:
The Directors of the Company have recommended a final dividend of Rs.
0.01 /- (1% of the Face Value of Rs. 1/-) per equity share having face value of Rs. 1/-
each for the year ended March 31, 2025 (previous year Rs. 0.02/- per equity share of FV
Rs. 2/- each) subject to approval of members in the ensuing Annual General Meeting.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The dividend, if declared, shall be subject to deduction of
income tax at source. Your Company shall, accordingly, make the payment of the final
Dividend after deduction of tax at source.
TRANSFER TO RESERVES:
During the year, the Company has not apportioned any amount to other
reserve. The profit earned during the year has been carried to the balance sheet of the
Company.
DIRECT LISTING OF SECURITIES AT BOMBAY STOCK
EXCHANGE LIMITED (BSE):
The Directors of the Company in its meeting held on April 30, 2024; had
considered and approved proposal of direct listing of Company's securities at Main board
of Bombay Stock Exchange Limited (BSE). BSE Ltd. accepted our application & approved
our direct listing of Equity Shares at Bombay Stock Exchange Limited (BSE) and Equity
shares were Listed on BSE main Board BSE w.e.f. October 29, 2024.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company has not changed its business or object
and continues to be in the same line of business as per main objects of the Company.
INSURANCE:
The assets of your Company have been adequately insured.
CHANGE IN THE REGISTERED OFFICE:
During the year under review, there is no change of registered office
of the Company. The Registered Office of the Company is situated at 101, Mangalam
Corporate House, 42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad-
380 009, Gujarat, India.
SHARE CAPITAL:
As on March 31, 2025:
• AUTHORISED CAPITAL:
Rs. 104,54,00,000/- (Rupees One Hundred Four Crore and Fifty-Four Lakhs
Only) which is divided into 104,54,00,000 (One Hundred Four Crore and Fifty-Four Lakhs)
Equity Shares of Rs. 1/- each.
During the year Equity shares of the company were Subdivided/splitted
from existing the Equity Shares each of Rs. 2 each to Rs. 1 each and consequently the
authorised Share Capital of the Company altered from Rs. 104,54,00,000/- (Rupees One
Hundred Four Crore and Fifty-Four Lakhs Only) divided into 522700000 (Fifty-Two Crores
Twenty-Seven Lakhs only) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs.
104,54,00,000/- (Rupees One Hundred Four Crore and Fifty-Four Lakhs Only) divided into
104,54,00,000/- (One Hundred Four Crore and Fifty-Four Lakhs only ) Equity Shares of Rs.
1/- each.
• ISSUED, SUBSCRIBED & PAID-UP CAPITAL
AND ALLOTMENTS:
Rs. 32,95,55,600/- (Rupees Thirty-two Crore Ninety-five Lakh Fifty-five
Thousand Six Hundred Only) which is divided into 32,95,55,600 (Thirty-two Crore
Ninety-five Lakh Fifty-five Thousand Six Hundred) Equity Shares of Rs. 1/- each.
• RIGHTS ISSUE:
On February 02, 2024, the Board of Directors approved raising funds for
the Company by way of issuing Equity Shares to the existing equity shareholders of the
Company on a rights basis aggregating up to Rs. 4900 Lakhs in the ratio of 1 (One) Rights
Equity Shares for every 7 (Seven) fully paid equity shares of face value of Rs. 2/- each
for cash at a price of Rs. 20/- (including a share premium of Rs. 18/-) per equity share
to the Eligible Equity Shareholders of the Company as on the record date of May 24, 2024
subject to receipt of regulatory / statutory approvals, in accordance with the applicable
laws including the provisions of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, SEBI (LODR) Regulations, the
Companies Act, 2013 and Rules made thereunder, as amended from time to time.
The Company had applied "In Principle approval" prior to
issue and allotment for aggregating up to Rs. 4900 lakhs on Rights basis under Regulation
28(1) of the SEBI (LODR) Regulations, 2015 dated March 18, 2024 and "In Principle
approval" received from National Stock Exchange of India Limited (NSE) dated April
12, 2024.
Further, Rights issue committee meeting held on May 18, 2024 wherein
the Company had considered and approved terms and conditions related to the Issue of
Equity shares through Rights basis to the eligible shareholders in accordance with the
provisions of Companies Act, 2013 and the rules made thereunder, the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended and other applicable laws. The Company had submitted Letter of offer to the
Securities and Exchange Board of India (SEBI), National Stock Exchange of India Limited
(NSE) and Registrar of the Companies dated May 25, 2024.
The Rights Issue was opened on Monday, June 03, 2024 and closed on
Wednesday, June 12, 2024 and the basis of allotment of Equity shares was approved by
National Stock Exchange of India Limited (NSE) being the designated Stock Exchange and
same was approved by the Rights Issue committee on June 14, 2024 & consequently
20597225 Fully paid- up Equity shares of Rs. 2 each were issued as Right Equity Shares.
The Company had received Listing & Trading approval from NSE and trading of Equity
shares started from June 20, 2024.
The Company raised the Fund of Rs. 41.19 Crores by issuing 2,05,97,225
Equity Shares of Rs. 20 each which includes Rs. 18 premium each share in compliance with
regulatory / statutory approvals, in accordance with the applicable laws including the
provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, SEBI (LODR) Regulations, the Companies Act, 2013 and
Rules made thereunder, as amended from time to time. Pre Rights issue the Company's
paid/subscribed capital were 14,41,80,575 and Post Rights Issue the total paid up
capital/subscribed are being 16,47,77,800.
SUBDIVISION/STOCK SPLIT OF SHARES
Board of Directors had approved Sub-division / Split of existing 1
(One) Equity Share of face value of Rs. 2/- (Rupees Two only) each fully paid up, into 2
Equity Share of face value of Rs. 1 (Rupees One only) each fully paid up & further
approved alteration of the Capital Clause (Clause V) of the Memorandum of Association of
the Company, consequent to the Sub-division / Split of the face value of the Equity Shares
of the Company at their Meeting held on January 13, 2025 and same were approved by the
Shareholders through Postal Ballot on Sunday, February 16, 2025 after due procedures.
Company's shares were subdivided/ splitted w.e.f. March 04, 2025 as per Notice received
from Stock Exchanges i.e. NSE & BSE.
RE-CLASSIFICATION OF SHAREHOLDER
Company made an application to the National Stock Exchange for the
reclassification of Mr. Om Prakash Mangal and Mr. Sanjay Prakash Mangal from the
"Promoter Group" category to the "Public" category vide their
application letter dated March 01, 2023.
After complying all the requisite procedures and submitting the
documents to the NSE, pursuant to Regulation 31A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, the Company had received approval from National
Stock Exchange of India Limited vide letter No. NSE/LIST/298, dated September 27, 2024 for
reclassification of Mr. Om Prakash Mangal and Mr. Sanjay Prakash Mangal from the
"Promoter Group" category to the "Public" category
TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under 2024-25, the Company was not required to transfer
the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF)
pursuant to provisions of Section 124 and 125 of the Companies Act, 2013.
The Details of unpaid / unclaimed divided is as under:
| Financial year |
Date of Declaration of Dividend |
Dividend per Share (in Rs.) |
Due Date for transfer to IEPF |
Amount not claimed as on March 31, 2025
(In Rs.) |
| 2023-24 |
August 6, 2024 |
0.02 |
September 5, 2031 |
6769.56/- |
| 2022-23 |
August 24, 2023 |
0.02 |
September 23, 2030 |
9759.67/- |
| 2021-22 |
July 25, 2022 |
1 |
August 24, 2029 |
27,686/- |
| 2020-21 |
September 30, 2021 |
1 |
October 29, 2028 |
9,188/- |
No amount of unclaimed dividend is due for transfer to the Investor
Education and Protection Fund administered by the Central Government pursuant to Section
124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed
shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund), Rules, 2016 as notified from time to time.
UTILISATION OF FUNDS RAISED UNDER RIGHTS ISSUE:
During the year under the review, the Company raised the fund of Rs.
4119.44 Lakhs by issuing 2,05,97,225 Equity Shares of Rs. 20 each which includes Rs. 18
premium each share in compliance with regulatory / statutory approvals, in accordance with
the applicable laws including the provisions of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (LODR) Regulations,
the Companies Act, 2013 and Rules made thereunder, as amended from time to time. The
entire funds of Rs. 4119.44 Lakhs have been utilized in the manner as proposed in the
Offer letter issued to the Shareholders.
(Rs in lakhs)
S.N. |
Original Object |
Original Allocation |
Funds Utilized |
| 1. |
To meet working capital requirement. |
3,630.00 |
3,630.00 |
| 2. |
General corporate purposes |
419.45 |
419.45 |
| 3. |
Public issue expenses |
70.00 |
70.00 |
Total |
4119.45 |
4119.45 |
|
Further, there was no deviation/variation in the utilization of the
funds raised through Rights Issue as on March 31, 2025. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP):
• Board of Directors and KMP:
The Board of Directors of the Company is led by the Executive Chairman
and other Six Directors which comprises of two Managing Directors and Four Independent
Directors. As on March 31, 2025, the members of the Board of the Directors are: Mr. Vipin
Prakash Mangal - Chairman, Mr. Chanakya Prakash Mangal - Managing Director, Mr.
Chandragupt Prakash
Mangal - Managing Director, Mr. Praveen Kumar Gupta - Independent
Director, Mr. Anilkumar Shyamlal Agrawal - Independent Director, Ms. Varsha Biswajit Ad hi
kari - Independent Director and Mrs. Sarika Sachin Modi - Independent Director.
During the year in 14th AGM, shareholders of the Company were approved
the reappointment of Mr. Vipin Prakash Mangal - Chairman, Mr. Chanakya Prakash Mangal -
Managing Director, Mr. Chandragupt Prakash Mangal - Managing Director, for further period
of three year from the date of expiration of their tenure.
During the year, Mr. Manish P. Kella, appointed as Chief Financial
Officer (CFO) w.e.f. September 12, 2024 due to resignation tendered by Chandravijay Arora
as Chief Financial Officer (CFO) w.e.f. September 11, 2024 and Mr. Karansingh I. Karki
appointed as Company Secretary w.e.f. June 22,2024 in place of Mr. Dashang M. Khatri due
to his resignation w.e.f. June 21, 2024 as Company Secretary and Compliance Officer of the
Company.
• Disclosure by Directors
The Directors on the Board have submitted notice of interest under
Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section
164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with
the Code of Conduct of the Company.
• Re-appointment:
Pursuant the provisions of Section 152 of the Companies Act, 2013 and
rules thereof and Articles of Association of the Company, Mr. Vipin Prakash Mangal (DIN:
02825511), Chairman, retires by rotation at the 15th Annual General Meeting and being
eligible, offered himself for re-appointment.
• Appointment:
None of the person was appointed as Directors of the Company during the
financial year 2024-25.
• Change in Designation:
During the year 2024-25, there is no change in designation of any
Director of the Company.
• Cessation:
None of the person was ceased/resigned as Directors of the Company
during the financial year 2024-25.
BOARD AND COMMITTEE MEETINGS
Regular meetings of the Board and its Committees are conducted to
discuss and approve various strategies, policies, financial matters and such other
businesses. The Notice and Agendas of Board and Committee Meetings to be held during the
year was circulated in advance to the Directors within prescribed time limit.
a. Details of Board Meetings:
During the year under review, nine (9) Board Meetings were held,
details of which are provided in the Corporate Governance Report forming the part of this
Annual Report.
b. Composition of Audit Committee:
The Audit Committee comprises of Four (4) Members out of which three
(3) are Independent Directors and one (1) is an Executive Director. During the year, eight
(8) Audit Committee Meetings were held, details of constitution of committee, meeting held
and attendance of the members during the year are provided in the Corporate Governance
Report, forming part of this Annual Report. There have been no instances during the year
when recommendations of the Audit Committee were not accepted by the Board.
c. Composition of Nomination and Remuneration
Committee:
The Nomination and Remuneration Committee comprises of three (3)
Members out of which three (3) are Independent Directors. During the year, three (3)
Nomination and Remuneration Committee Meetings were held, details constitution of
committee, meeting held and attendee of the members during the year are provided in the
Corporate Governance Report, forming part of this Annual Report. There have been no
instances during the year when recommendations of the Nomination and Remuneration
Committee were not accepted by the Board.
d. Composition of Stakeholder Relationship Committee:
The Stakeholder Relationship Committee comprises of three (3) Members
out of which Two (2) are Independent Directors and one (1) is an Executive Director.
During the year, two (2) Stakeholder Relationship Committee Meetings were held, details of
constitution of committee, meeting held and attendance of the members during the year are
provided in the Corporate Governance Report, forming part of this Annual Report. There
have been no instances during the year when recommendations of the Stakeholder
Relationship Committee were not accepted by the Board.
e. Composition of Corporate Social Responsibility
The CSR Committee comprises of three (3) Members out of which one (1)
is an Independent Director and two (2) are Executive Directors. During the year under
review, one (1) CSR Committee Meetings were held, details of which are provided in the
Corporate Governance Report, forming part of this Annual Report. There have been no
instances during the year when recommendations of the CSR Committee were not accepted by
the Board.
f. Composition of other committees:
Composition of other Committees and other details on the Committees are
given in the Corporate Governance Report, forming a part of the Annual Report.
FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD,
COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:
In terms of the provisions of Section 134(3)(p) of the Companies Act,
2013 and SEBI (LODR) Regulations, 2018, the evaluation of performance of the Board, its
Committees and Individual directors and Independent Directors has been carried out during
the year under review.
The Nomination and Remuneration Committee has carried out the annual
evaluation of Individual Directors of the Company; and the Board of Directors has carried
out the annual evaluation of the performance of the Board and its Committees and
Independent Directors. Further, Independent Directors also reviewed the performance of the
Non-Independent Director and Board as a Whole and performance of the Chairman. The
evaluation sheet for evaluation of Board, committees and Directors/ Chairman were
circulated to the respective meetings of the Board, Nomination and remuneration Committee
and Independent Directors Separate Meeting.
The performance of the Board is evaluated based on composition of the
Board, its committees, performance of duties and obligations, governance issues etc. The
performance of the committees is evaluated based on adequacy of terms of reference of the
Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings
etc. The performance of individual Directors and Chairman was also carried out in terms of
adherence to code of conduct, participation in board meetings, implementing corporate
governance practices etc.
The Independent Directors are evaluated based on their participation
and contribution, commitment, effective deployment of knowledge and expertise, effective
management of relationship with stakeholders, integrity and maintenance of confidentiality
and independence of behaviour and judgement.
In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015,
the evaluation of Independent Directors was done by the entire Board of Directors which
includes:
Performance of the Directors and Fulfillment of the Independence
criteria as specified in the regulations and their independence from the management. The
manner in which the evaluation was carried out is provided in the Corporate Governance
Report, which is part of this Annual Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:
The Company has received declarations from the Independent Directors of
the Company that they meet with the criteria of independence as prescribed under sub-
section (6) of Section 149 of the Companies Act, 2013 alongwith in compliance in Rule 6(1)
and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended
from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there
has been no change in the circumstances which may affect their status as independent
director during the year and they have complied with the code of conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.
In the opinion of the Board, all the Independent Directors possess
requisite qualifications, experience, expertise including the Proficiency and hold high
standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, paid to them for the purpose of attending meetings of the Board / Committee of the
Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying them in their appointment letter
alongwith necessary documents, reports and internal policies to enable them to familiarize
with the Company's Procedures and practices. The Company has through presentations at
regular intervals, familiarized and updated the Independent Directors with the strategy,
operations and functions of the Company and Agricultural Industry as a Whole and business
model. The details of such familiarization programmes imparted to Independent Directors
can be accessed on the website of the Company at
https://groupmangalam.com/wp-content/uploads/2024/06/Familiarization-Programme_.pdf.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board has, on the recommendation of the Nomination &
Remuneration Committee, formulated a policy on appointment and remuneration of Directors,
Key Managerial personnel and Senior Management personnel, including the criteria for
determining qualifications, positive attributes, independence of a director and other
matters, as required under sub-section (3) of Section 178
of the Companies Act, 2013. The Nomination and Remuneration Policy is
outlined in the Corporate Governance Report which is a Part of this Report. The detailed
Policy is placed on the website of the Company at https://groupmangalam.com/wp-content/
uploads/2023/15/7-NOMINATION-AND-REMUNERATION-POUCY.pdf
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act,
2013, which states that—
(a) in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and that no material departures have been made
from the same;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern
basis;
(e) the Directors have laid down Internal Financial Controls to be
followed by the Company and that such Internal Financial
Controls are adequate and were operating effectively; and the Directors
have devised proper systems to ensure compliance with the provisions of all applicable
Laws and that such systems were adequate and operating effectively.
AUDITORS:
STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and rules thereof, M/s. Keyur Shah & Co., Chartered Accountants, (Firm Registration
No. 141173W) Ahmedabad was appointed as Statutory Auditors of the Company at the 13th
Annual General Meeting of the Company held on August 24, 2023 for a period of five years
from the conclusion of the 13th
Annual General Meeting till the conclusion of 18th Annual General
Meeting to be held in the financial year 2027-28.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The report given by the Statutory Auditors on the financial
statements of the Company is a part of this Annual Report. There were no qualifications,
reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.
Reporting of frauds by Auditors:
During the year under review, the Auditors have not reported to the
Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud
committed against the Company by its officers or employees, the details of which would be
required to be mentioned in the Directors' Report.
COST AUDITORS:
The Company is required to maintain cost records as specified by the
Central Government as per Section 148(1) of the Act and the rules framed thereunder and
accordingly, the Company has made and maintained such cost accounts and records. For the
financial year 2024-25, the Board of Directors on the recommendation of the Audit
Committee, appointed M/s. V. M. Patel & Associates, Cost Accountants, as the Cost
Auditors of the Company. The Cost Audit Report for the financial year ended March 31, 2024
(FY. 2023-24) was filed with the Central Government.
In terms of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, based on the recommendations of the Audit Committee, the
Board of Directors appointed M/s. V. M. Patel & Associates, Cost Accountants, (Firm
Registration No.: 101519), being eligible, to conduct Cost Audit relating to the business
of the Company for the year ending March 31, 2026. M/ s. V. M. Patel & Associates,
Cost Accountants, have confirmed that they are free from disqualification specified under
Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that
their appointment meets the requirements of Section 141(3)(g) of the Act. They have
further confirmed their independent status and an arm's length relationship with the
Company. The remuneration payable to the Cost Auditors is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution for
ratification of remuneration payable to M/s. V. M. Patel & Associates, Cost
Accountants is included in the Notice of the 15th AGM forming part of this Annual Report.
SECRETARIAL AUDITOR AND THEIR REPORTS:
The Company was appointed M/s. SCS and Co. LLP (LLPIN: AAV-1091),
Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company
for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013
and Rules thereunder. The Secretarial Audit Report in Form No. MR-3 for the financial year
2024-25 is annexed to this report as an Annexure "A" to this Board's
Report. There were few observations mentioned in the Secretarial Audit Report.
The Annual Secretarial Compliance Report for the financial year ended
March 31, 2025 issued by M/s. SCS and Co. LLP (LLPIN: AAV-1091), through their Partner Ms.
Anjali Sangtani, in relation to compliance of all applicable SEBI Regulations/Circulars/
Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing
Regulations read with Circular no. CIR/ CFD/CMD1/27/2019 dated 8th February, 2019
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) is annexed to this report as an Annexure "A1". The Secretarial Compliance
Report has been voluntarily disclosed as a part of Annual Report as good disclosure
practice.
APPOINTMENT OF SECRETARIAL AUDITORS
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company proposes to appoint RPSS & Co., Company
Secretaries a firm of Company Secretaries in Practice, (Firm Registration No.-
P2019GJ076200 and Peer review No. 3804/2023) ) as the Secretarial Auditors of the Company
to hold office for a period of 5 (Five) consecutive years to hold office from Financial
Year 2025-26 upto Financial Year 2029-30, on such remuneration, as recommended by the
Audit Committee and as may be mutually agreed between the Board of Directors of the
Company and the Secretarial Auditors from time to time.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return in Form MGT-7 is available on the Company's website on
https://groupmangalam.com/annual-return-mgt-7/.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 of Companies Act, 2013
read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is annexed as Annexure "B"
to this report.
Further, Executive Director and/or Managing Directors have not received
any remuneration or commission from any of subsidiary of the Company for the financial
year under review. Further, the Company does not have any Holding Company. As such,
disclosure regarding receipt of the remuneration or commission by the Managing
Director(s)/ Whole Time Director from the subsidiary of the Company under provisions of
Section 197(14) of the Companies Act, 2013 is not required.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES AND LLP:
As on March 31, 2025, the Company has following subsidiaries:
SR.No. |
Name |
Address of Registered Office |
Nature of Business |
| 1. |
Mangalam Global (Singapore) Pte Ltd (formerly
known as Mangalprakash (Singapore) Pte Ltd) (Wholly Owned Subsidiary) |
10 Anson Road, #27-02, International Plaza,
Singapore (079903) |
The Main Business is to carry on wholesale
trade of variety of goods without a dominant product |
| 2. |
MGEL Multicomm Private Limited (Wholly Owned
Subsidiary) incorporated on January 3, 2025. |
203, Mangalam Corporate House, 42, Shrimali
Society, Netaji Marg, Mithakhali, Navrangpura,
Ahmedabad - 380009 |
The main Business are to provide prompt
solutions in India and abroad as traders, distributors, dealers, agent, processors,
exporters, importers, consultants, brokers, indenters, stockist, sellers, buyers,
marketers, business associates of various types of agriculture products, commodities,
goods, things, articles, including metals and metals products, chemical and chemicals
products, textile, cotton and textile products, Paper & paper products, Publishing and
printing, Timber products, Plastics and plastic products, Footwear, Marble, Granites,
Cement, and ceramic Tiles, Pesticides, Glass & Glassware, Tyres and tubes,
Fertilizers, Iron & Steel Products, Steel Pipes and Tubes, Copper, Gold, Silver,
Diamonds, Precious Stones and Jewellery. |
During the year, the Company has incorporated MGEL Multicomm Private
Limited (CIN : U46201GJ2025PTC157631) as Wholly Owned Subsidiary on January 3, 2025.
Board of Directors of your Company reviewed the affairs of the Wholly
owned Subsidiaries.
Further, a statement containing the salient features of the financial
statements of its respective subsidiaries of the Company in the prescribed format i.e.
Form AOC-1 is annexed to this Report as Annexure "C".
Except above, the Company does not have any Subsidiary Companies and
Joint Venture or Associate Companies, during the year under review.
Pursuant to the Section 136 of the Companies Act, 2013, the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited accounts in respect of Subsidiary Companies, are available on the
website of the Company https://groupmangalam.com/financials/ .
CORPORATE SOCIAL RESPONSIBILITY (CSR):
CSR initiatives and activities are aligned to the requirements of
Section 135 of the Act. The Company constituted Corporate Social Responsibility Committee
on June 25, 2021. During the financial year ended on 31st March, 2025, the Company has
incurred CSR expenditure of Rs. 27,83,000 (Rupees Twenty-Seven Lakhs Eighty-Three Thousand
Only) in compliance of provisions of Section 135 of the Companies Act, 2013.
The CSR Activities undertaken by the Company were under the thrust
areas of healthcare and Education & animal welfare. Your Company's major focus is to
educate people and improve the quality of lives of people in the Communities in which it
operates through Bodhgaya International Vipassana Meditation Centre, a meditation centre
situated at Bodhgaya, Bihar and Dhamma Aravalli Vipassana Kedra, a meditation centre
situated at Modasa, Gujarat for educating people through Vipassana Meditation. Vipassana,
which means to see things as they really are, it is a logical process of mental
purification through self-observation. Vipassana is one of the India's most ancient
techniques of meditation. It was taught in India more than 2500 years ago as a universal
remedy for universal ills. The technique of Vipassana is a simple, practical way to
achieve real peace of mind and to lead happy, useful life. This technique of meditation is
taught at ten days residential courses during which people learn the basics of the method
and practice sufficiently to experience its beneficial results.
Company is also stand for the voiceless through our animal welfare
initiatives. We believe, "Supporting Animal welfare is not charity — it's a
commitment to compassion, sustainability, and shared existence. A kinder world starts with
us by supporting animal care through meaningful CSR action.
The Company's CSR Policy Statement and Annual Report on CSR activities
undertaken during the financial year ended March 31, 2025, in accordance with Section 135
of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached
at Annexure "E" to this report. CSR Policy is available on the Company's Website
at https://groupmangalam.com/wp-content/
uploads/2023/35/4.-CORPORATE-SOCIAL-RESPONSIBILITY-POLICY.pdf
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively. During
the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, New Delhi.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Companies Act, 2013 read with Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control
system in the Company which should be adequate and shall operate effectively. The Company
has devised proper system of internal financial control which is commensurate with size
and nature of business. The Company has an Audit Committee headed by the Independent
director, inter-alia, to oversee company's financial reporting process, disclosure of
financial information, and reviewing the performance of statutory and internal auditors
with management. Further, the Board has also appointed M/s. Bhupendra J Shah &
Associates, (FRN: 121812W) as an Internal Auditors of the Company pursuant to the
provisions of Section 138 of the Companies Act, 2013.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any
nature, we have adopted a policy on "Prevention of Sexual Harassment", through
which we address complaints of sexual harassment at the all workplaces of the Company. Our
policy assures discretion and guarantees non-retaliation to complainants. We follow a
gender-neutral approach in handling complaints of sexual harassment and we are compliant
with the law of the land where we operate.
We have also constituted an Internal Complaints Committee to consider
and address sexual harassment complaints in accordance with the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under
review, there were no incidences/compliant reported under said Act.
During the year under review, your Company has not received any
complaint pertaining to sexual harassment.
COMPLAINCE STATUS UNDER MATERNITY BENEFIT ACT,
1961
Company is in Compliance with the Maternity Benefit Act, 1961. However,
no maternity benefit was claimed during the year. CORPORATE GOVERNANCE:
TThe Corporate Governance Report forms an integral part of this Report
as Annexed hereto as Annexure "G" and Certificate from
the Practicing Company Secretary regarding compliance of condition of
corporate governance, as stipulated under SEBI (LODR) Regulations, 2015 is forming a part
of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR)
Regulations, 2015, inter-alia, confirming the correctness of the financial statements and
cash flow statements, adequacy of the internal control measures and reporting of matters
to the Audit Committee, is also annexed as Annexure "I" to report on
Corporate Governance.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
In accordance with the Listing Regulations, a certificate has been
received from M/s SCS & Co. LLP. Practicing Company Secretaries, that none of the
Directors on the Board of the Company has been disqualified to act as Director. The same
is annexed herewith as Annexure "J".
MANAGEMENT'S DISCUSSION AND ANALYSIS (MDA):
Pursuant to Regulation 34(2)(e) read with part B of Schedule V of the
SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is forming the
part of this Annual Report.
DEPOSITS:
The Company has not accepted any deposit from the public within the
meaning of Chapter V of the Companies Act 2013 and rules there under. Further, details of
monies accepted by the Company if any, from Directors have been disclosed in the notes
attached to and forming part of the Financial Statements of the Company prepared for the
Financial Year ended March 31, 2025.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS
& SECURITY:
The particulars of Loans, Guarantees, Investments and Security covered
under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
the Financial Statements which is a part of this Annual Report.
RELATED PARTY TRANSACTIONS:
All the Related Party Transactions entered into during the financial
year were on an Arm's Length basis and in the Ordinary Course of Business. There are no
material significant Related Party Transactions with Promoters, Directors, Key Managerial
Personnel (KMP) and other related parties which may have a potential conflict with the
interest of the Company at large, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Companies Act, 2013, The same is mentioned in Form AOC-2 as annexed in Annexure
"D".
Further, prior omnibus approval of the Audit Committee is obtained on
yearly basis for the transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted were placed before
the Audit Committee and the Board of Directors for their approval on quarterly basis.
The details of the related party transactions for the financial year
2024-25 is given in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of
Directors is available on the website of the Company at https://groupmangalam.com/wp-content/uploads/2023/35/L1.-REL.ATED-PARTY-TRANSACTION-POLICY.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments, affecting the financial
position of your company which has occurred between the end of financial year of the
Company i.e. March 31, 2025 and the date of Director's Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHNAGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 as amended from time
to time is annexed to this Report as Annexure "F".
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a whistle blower policy/ vigil mechanism in
compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation
22 of the SEBI (LODR) Regulations, 2015 for the genuine concerns expressed by the
employees and Directors about the unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct. The Company provides adequate safeguards
against victimization of employees and Directors who express their concerns. The Company
has also provided direct access to the Chairman of the Audit Committee on reporting issues
concerning the interests of employees and the Company. The Board has approved the policy
for vigil mechanism which is available on the website of the Company at https://groupmangalam.com/wp-content/uploads/2023/35/13.-WHISTLE-BLOWER-POLICY.pdf
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and
trend analysis risk exposure potential impact and risk mitigation process is in place. The
objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact if triggered. A detailed exercise is being carried out to identify
evaluate monitor and manage both business and non-business risks. During the year under
review, the Management reviewed the risk management and minimization procedure adopted by
the Company covering the business operations of the Company.
SIGNIFICANT AND MATERIAL ORDERS:
No significant or material orders were passed by Regulators or Courts
or Tribunals which impact or influence the Company's going concern status and/ or its
future operations.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings initiated/ pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the
Company.
WEBSITE:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has
maintained a functional website namely https://groupmangalam.com/ containing basic
information about the Company. The website of the Company is also containing information
like Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No such incidence took place during the year.
APPRECIATIONS AND ACKNOWLEDGEMENT:
Your directors would like to express their appreciation for the
assistance and co-operation received from the Company's customers, vendors, bankers,
auditors, investors and Government bodies during the year under review. Your Directors
place on record their appreciation of the contributions made by employees at all levels.
Your Company's consistent growth was made possible by their hard work, solidarity,
co-operation and support.
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