Mangal Electrical Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Director''s take pleasure in presenting the 16^th Board Report on the business and
operations of the company for the financial year ended on March 31, 2024.

FINANCIAL HIGHLIGHTS:

The financial performance of your company for the year ending March 31, 2024 is
summarized below:

Particulars	As on 31.03.2024	As on 31.03.2023
a) Turnover	44948.45	31369.40
b) Other Income	264.78	210.45
c) Total Income (a b) •	¦ 45213.23	31579.85
d) Expenditures except Finance Cost 8s Depreciation	40577.52	28037.13
e) Finance Cost	1293.46	823.25
f) Depreciation & Amortization Cost	407.91	339.17
g) Total Expenditures (d e f)	42278.89	29199.55
h) Profit before Tax (c-g)	2934.34	2380.30
i) Tax Expenses	780.53	624.86
j) Net Profit / (Loss) for the year (h-i)	2153.81	1755.44

STATE OF COMPANY AFFAIRS:

The company is manufacturer of CRGO electrical steel lamination and transformers which is
supplied to state electricity boards and private parties. There is no change in the business
activities of the Company during the current financial year. Further, the Company has
achieved revenue from operation of Rs.44948.45 Lakhs as compared to previous year revenue
of Rs.31369.40 Lakhs. However, your directors are hopeful to get good business opportunity
in the upcoming years. ¦

CAPITAL STRUCTURE OF THE COMPANY:

The Company has received order of NCLT “CP(CAA) No.04/230-232/ JPR/2024” dated
05.04.2024 w.r.t. Amalgamation of Dynamic Powertech Private Limited into Mangal Electrical
Industries Private Limited and appointed date for the same is 01.04.2023. Considering this
Authorized Share Capital is increased to Rs. 18,00,00,000/- divided into 1,80,00,000 equity
shares having face value of Rs.10/- each from Rs. 17,50,00,000/- divided into 1,75,00,000
equity shares having face value of Rs. 10/- each. However, Issued, Subscribed and Paid-up
capital remain unchanged during the Financial Year 2023-24. Further pursuant to aforesaid
NCLT Order of amalgamation 60,00,000 (Sixty Lakh) Equity shares are pending to allotment.

Authorized, Issued and Paid-up Share Capital of the Company as on 31^st March 2024 are as
follows:

Authorized Share Capital: Rs.18,00,00,000/- divided into 1,80,00,000 equity shares of_

Rs.l0/-each.

Issued Share Capital: Rs. 14,50,00,000/- divided into 1,45,00,000 equity shares of Rs.10/-
. each.

Paid-up Share Capital: Rs. 14,50,00,000/ - divided into 1,45,00,000 equity shares of Rs. 10/-
each.

INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY: .

The Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER TO RESERVES:

The Profit after expenditure and tax of the company for the financial, year ended on
31.03.2024 is Rs.2153.81/- Lakhs. Company has transferred the same to reserve and
surplus.

DIVIDEND:

• The Board of directors of the company has not recommended any dividend during the current

financial year.

MATERIAL CHANGES AND COMMITMENTS. IF ANY. CRITERIA SPECIFY:

There were no material changes'' and no commitment made by directors affecting financial
position of the company which have occurred after end of the financial year and up to the
date of this report except as below:

1. Merger of Dynamic Powertech Private Limited into Mangal Electrical Industries Private
Limited vide NCLT Order “CP(CAA) No.04/230-232/ JPR/2024”, Pronounced on 05.04.2024
and appointed date for the same is 01.04.2023.

2. On 25.04.2024, Authorized Share Capital was increased from Rs. 18,00,00,000/- divided into
1,80,00,000 equity shares having face value of Rs. 10/- each to Rs. 20,50,00,000/- divided
into 2,05,00,000 equity shares having face value of Rs. 10/- each.

3. On 10.05.2024, allotment of 60,00,000 equity shares of Rs. 10 each to equity shareholders
of Dynamic Powertech Private Limited (Company merged with Mangal Electrical Industries
Private Limited).

4. Conversion of the Company from Private Limited to Public Limited Company, dated
25.07.2024.

DEPOSITS:

The company has not accepted/invited any deposits during the year pursuant to provisions
of section 73 to section 76 of the Companies Act, 2013. Hence this section is not applicable
on the company during the financial year ended on 31^st March, 2024. However, Company
has accepted the amount under the exempted category of deposits under clause (c) of sub
rule 1 of rule 2 of Companies (Acceptance of Deposit) rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

. The. Company has not made any Loan, Investment and not given any Guarantee covered
under the provisions of Section 186 of the Companies Act, 2013 during the financial year
under review. Further, the company has complied with the provision of Section 185 and 186
of Companies Act 2013.

EXTRACT OF ANNUAL RETURN: .

In accordance with Section 134(4) (a) of the Companies Act 2013, the extract of Annual
Return under Section 92(3) of the act as amended on 05/03/2021 is not required to attach
with this report. However, the Annual Return of the Company (Form- M''GT-7) shall be placed
on company’s website, i.e. www.mangals.com

NUMBER OF MEETING OF BOARD OF DIRECTORS/CSR COMMITTER MEETINGS:

The Board meets at regular intervals to discuss and decide on the company/business polices,
strategies and Board Business. During the Financial Year 2023-24, the Company held 26
Board Meetings as per Section 173 of Companies Act, 2013. The Intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013 and Secretarial
Standards on Meeting on Board of Directors issued by Institute of Companies Secretaries of
India. CSR Committee met once during Financial Year 2023-24. .

ATTENDANCE OF DIRECTOR; .

		Meeting of Board			Meeting of CSR Committee
S. No.	Name of Director	Number of Meetin g Held	Number of Meetin g attenda nt	%	Number of meetin g require d to attend	Numb, er of Meeti “g atten dant	%
1	Mr. Rahul Mangal	26	26	100%	1	1	100%
2 ’	Mr. Ashish Mangal	26	26	100%	.1	1	100%
3	Mr. Ompal Sharma	. 26	26	100%	-	-	-
4 •	Mr. Sumer Singh . Punia	26	26	100%	1	1	100%
•5	Mr. Aniketa Mangal	26	26	100%	-.	-	-

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations
obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of
the Companies Act, 2013: .

(a) That in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;

(b) they had 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 and loss
of the company for that period;

(c) they had 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) they had prepared the annual accounts on a going concern basis.

• (e) Company being unlisted’ sub clause (e) of section 134(3) is not applicable.

(f) the directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under section 197(12) of the
Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Managerial
'' Personnel) Rules, 2014 is not applicable to the company.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION
UNDER SECTION 149:

The provisions of Section 149 pertaining to the appointment of Independent Directors is not
applicable on your Company during the FY 2023-24.

AUDITORS: .

•> STATUTORY AUDITORS & THEIR REPORT:

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s.

• A. Bafna & Co, Chartered Accountants (Firm Registration No. 003660C) appointed as the
statutory auditor of the Company in the Annual’General Meeting held on 30.09.2023 for 5
consecutive Financial Years to hold office upto the conclusion of 20^th Annual General Meeting
to be held in the year of 2028.

Further, Audit report on the Financial Statement for the Financial Year 2023-24 does not
contain any qualification, reservation or adverse remarks. ''

> COST AUDITORS:

The cost accounts and records as required to be maintained under Section 148 of Companies
Act 2013 are duly made and maintained by your company. Pursuant to the provisions of
. Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)
Rules,2014 as amended from time to time, your company had appointed M/s. Maharwal &Associates (FRN: 101556) as cost auditor for the financial year 2023-24.

The cost audit report for the financial year 2023-24 will be received by the Cost Auditor of
the company and will be filed by the company within the prescribed time limit provided under
the Companies Act, 2013 and rules made thereunder. The Board has re-appointed M/s
Maharwal & Associates (FRN: 101556) as Cost Auditor to conduct the audit of cost records
of your Company for the financial year 2024-25. The payment of remuneration to Cost
’ Auditor w.r.t. FY 2023-24 and 2024-25 require the approved/ratification of the members of
the Company and necessary resolutions in this regard, have been included in the notice of
ensuing Annual General Meeting of the Company.

> SECRETARIAL AUDITORS:

The Secretarial Audit is not applicable on the company during the FY 2023-24 as it is not
covered under the provisions of Section 204 of the Companies Act, 2013 and The Companies
. (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

> INTERNAL AUDIT:

Pursuant to the provision of Section 138 of the Companies Act 2013 and the rules made
thereunder, the Board of Directors of the company has appointed M/s. DLS & Associates
LLP, Chartered Accountant, Firm Registration No. 018881C/C400023 as Internal Auditor of
the company to carry out Internal Audit for the company for FY 2023-24.

> REPORTING OF FRAUDS BY AUDITORS

There has been no instance of fraud reported .by the auditor under section 143(12) of the
Companies Act, 2013. ''

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are provided hereunder

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:	17,01,848 KWH
¦B) TECHNOLOGY ABSORPTION:	NIL
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:	Earning: Outgo:	5,970.30 Lakhs 14,640.77 Lakhs

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no changes in Directors. However, Ms. Sweety
Agarwal has resigned from the post of Company Secretary w.e.f. 01.01.2024. As on 31^st
March 2024, Board is comprised of following Directors: •

S. No.	Name of Director	DIN
1	Rahul Mangal	01591411
2	Ashish Mangal	00432213
3	Aniketa Mangal .	09532892
4	Ompal Sharma	00280640 '' ''
5 .	Sumer Singh Punia	08393562

RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on
the Company''s businesses. Risk management is a structured approach to manage
uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the
Company and key risks managed within a unitary framework.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY;

The Company’s internal control systems are adequate and commensurate with the nature
and size of the Company and it ensures:

i) Timely and accurate financial reporting in accordance with applicable accounting

standards. .

ii) Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

iii) Compliance with applicable laws, regulations and management policies.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

During the FY 2023-24, the provisions of Section 178(1) relating to constitution of
Nomination and Remuneration Committee are not applicable to the Company and hence the
Company has not devised any policy relating to appointment of Directors, payment of
Managerial remuneration, Directors qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013.

MANAGERIAL REMUNERATION:

In FY 2023-24 the directors have withdrawn the remuneration in accordance with the .
specified provision of the Companies Act,2013. The details of the remuneration paid to the
directors is mentioned in the financial statement.

BOARD EVALUATION:

The provision of section 134(3) (p) relating to board evaluation is not applicable on the
company During the FY 2023-24.

CORPORATE SOCIAL RESPONSIBILITIES fCSRl;

The company established Corporate Social Responsibility Committee (CSR Committee).

. Further, the Company dissolved the Corporate Social Responsibility Committee (CSR
Committee) during the year in pursuance of the provision of Sec 135(9) of the Companies
Act, 2013. .

The Board adopted the CSR Policy and the same is available on the Company website
(www.mangals.com). .

Further, Dynamic Powertech Private Limited has merged into Mangal Electrical Industries
Private Limited (converted into public limited company w.e.f. 25.07.2024) vide NCLT Order
“CP(CAA) No.04/230-232/ JPR/2024”, Pronounced on 05.04.2024. The appointed date of
the same is 01.04.2023. So, the CSR Obligation of Mangal Electrical Industries Private
. Limited and Dynamic Powertech Private Limited is mentioned collectively in this report.

During the year under review, as per the budget, the company along with Dynamic Powertech
Private Limited spent on various programs and activities such as women empowerment and
skill development, promoting education, etc.

The CSR obligation for the financial year 2023-24 was as follows:

Mangal Electrical Industries Private Limited = Rs.21,94,811.00
Dynamic Powertech Private Limited = Rs.ll,55,196/-

Total Rs.3,350,007/- .

The total amount spent of CSR by Mangal Electrical Industries Private Limited during the
year is Rs.24,07,806.37.00 (including Rs.2,03,440.37 which was set off from last year''s
excess amount spent on CSR) and Rs.l 1,55,196 by Dynamic Powertech Private Limited. So,
the Company spent excess amount of Rs.2,12,995.37, which are available for set off against
the CSR obligation of the company for the financial year 2024-25. ‘

. Further it has been certified that the funds disbursed have been utilized for the purpose and
in the manner approved by the Board for F.''Y 23-24.

The details of all the CSR activities has been provided under Annexure II.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The provisions regarding vigil mechanism as provided in Section 177(9) of the Companies
• Act, 2013 read with rules framed there under are applicable to the Company.

Your Company believes in the conduct of its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has established a mechanism for directors and employees to report the concern
about unethical behavior, actual or suspected fraud or violation of the code of conduct of the
company.

During the'' period under review, no whistle blower event was reported and mechanism is
functioning well.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION ANDREDRESSAL1 ACT. 2013: .

Your Company given an equal opportunity to its employee and is committed to ensuring that
the work environment at all its locations -is conducive to fair, safe and harmonious relations
between employees. It strongly believes in upholding the dignity of all its employees,
irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited. The company has complied with provisions relating to the constitution of.
Internal Complaints Committee under the Sexual Harassment of Women .at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Further, your Directors state that during
the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further the company
will take strict disciplinary action up to and including termination in such complaints.

REGULATORY ACTION:

There are no significant and material orders passed by the regulators or courts or tribunals
that could impact the going concern status and operations of the company in future except
as disclosed in this Board Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Related Parties, which may
have a potential conflict with the interest of the Company at large. The disclosures of
transactions are shown in Annexure I.

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

Company’s Health and Safety Policy commits to comply with applicable legal and other
requirements connected with occupational Health, Safety and Environment matters and
provide a healthy and safe work environment to all employees of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY:

Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code 2016. (31 of 2016) during the financial year.

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: -

As Company has not done any one-time settlement during the year under review hence no
disclosure is required. ''

OTHER DISCLOSURES:

During the financial year, The Company has not issue any equity share with differential
rights.

The company has not issue any sweat equity shares.

There was no commission paid by the company to its managing director or whole time
directors, so no disclosure required in pursuance to the section 197(14) of The Companies
Act, 2013.

ACKNOWLEDGEMENT: .

Your Directors wish to place on record their deep appreciation for the co-operation extended
by the bankers and the services rendered by the employees at all levels and their dedication.

By Order of the Board
Mangal Electrical Industries Limited

. Rahul Mangal ( Ashish Mangal

Director Director

(DIN-01591411) (DIN-00432213)

Date:05.09.2024

Place: Jaipur