BOARD'S REPORT

To the members of

MANGAL ELECTRICAL INDUSTRIES PRIVATE LIMITED, JAIPUR

Your Director's take pleasure in presenting the Board Report on the business and operations of the company for the financial year ended on March 31, 2023.

FINANCIAL HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2023 is summarized below:

		(In lakhs)
Particulars	As on 31.03.2023	As on 31.03.2022
a) Turnover	31369.40	21840.70
b) Other Income	210.45	99.21
c) Total Income (a+b)	31597.85	21939.91
d) Expenditures except Finance Cost & Depreciation	28041.81	19778.5
e) Finance Cost	823.25	1025.74
f) Depreciation & Amortization Cost	339.18	330.13
g) Total Expenditures (d+e+f)	29204.24	21134.37
h) Profit before Tax (c-g)	2375.61	805.54
i) Tax Expenses	620.18	198.2
j) Net Profit / (Loss) for the year (h-i)	1755.42	607.34

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 31369.40 Lakhs as compared to previous year revenue of Rs.21840.70 Lakhs. However, your directors are hopeful to get good business opportunity in the upcoming years.

CAPITAL STRUCTURE OF THE COMPANY

The Capital Structure of the Company remain unchanged during the financial year 2022-2023.

The Company has Authorized Capital of Rs. 17,50,00,000 /- divided into 1,75,00,000 equity shares having face value of Rs. 10/- each. The Issued, Subscribed and Paid up share capital structure of the company is Rs. 14,50,00,000/- divided into 1,45,00,000 equity shares of Rs. 10/- fully called up and fully paid up at the end of the financial year.

Company Shareholding	As on the beginning of the F.Y. i.e. 01.04.2022		Allotment of Equity Shares		As on the closure of the F.Y. i.e. 31.03.2023
	No of Equity Shares	Total Value of Capital	No of equity Shares	Total Value of Capital	No of Equity Shares	Total Value of Capital
Authorized Capital	17500000	175000000	17500000	175000000	17500000	175000000
PaidUp Capital	14500000	145000000	14500000	145000000	14500000	145000000

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 31.03.2023 is Rs.1755.42 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.

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 31st March, 2023. 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. In your Company, the total amount has been taken under the

exempted category of deposit is Rs.6992.05 Lakhs which are outstanding at the year ended on 31st March, 2023

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investment and not given any guarantee covered under the provisions of Section 186 of the Companies Act, 2013 during the financial year under review.

However the company has provided loan covered under Section 185 of Companies Act 2013.

Further the company 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 company Annual Return (Form- MGT-7) shall be placed on company's website. Company's web link is www.mangals.com

NUMBER OF MEETING OF BOARD OF DIRECTORS

The board meets at regular intervals to discuss and decide on the company/business polices, strategies and Board Business .During the Financial Year 2022-2023, the Company held Twenty Four (24) board meetings of the Board of Directors 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.

ATTENDANCE OF DIRECTOR

S. No	Name of Director		Meeting of Board			Meeting of Committees of the Board
		Number of Meeting Held	Number of Meeting attendant	%	Number of meeting Held	Number of Meeting attendant	%
1	Mr. Rahul Mangal	24	24	100	02	02	100
2	Mr. Ashish Mangal	24	24	100	02	02	100
3	Mr. Ompal Sharma	24	24	100	02	02	100
4	Mr. Sumer Singh Punia	24	24	100	02	02	100
5	Mr. Aniketa Mangal	10	10	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(6)

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

AUDITORS:

-STATUTORY AUDITORS & THEIR REPORT

Under 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 statutory auditor for consecutive 5 Financial Years 2018-19 to 2022-23 in the Annual General Meeting held on 30.09.2018, holds office of statutory auditor upto the conclusion of 15th Annual General Meeting to be held in 2023.

Further, The board proposed to the shareholder the re-appointment of M/s. A Bafna & Co, Chartered Accountants (Firm Registration No. 003660C) for the second consecutive term of next Five years to hold office from the conclusion of 15th Annual General Meeting until the conclusion of 20th Annual General Meeting of the Company. The Statutory Auditor has confirmed their eligibility for the said appointment.

Further, Audit report on the Financial Statement for the Financial Year 2022-2023 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 2022-2023

The cost audit report for the financial year 2022-2023 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 2023-2024. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard, has been included in the notice ensuing Annual General Meeting of the Company.

-SECRETARIAL AUDITORS

The Secretarial Audit is not applicable on the company 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

During the period under review, 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.

-REPORTING OF FRAUDS BY AUDITORS

There have 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:	1587873.78 KWH
B) TECHNOLOGY ABSORPTION:	NIL
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:	Earning: 334.67 Lakhs Outgo: 6418.41 Lakhs

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review , considering the growth and complexity of the business and in line with the succession framework and in accordance with the provision of Section 152 of Companies Act 2013, Mr. Aniketa Mangal (DIN-09532892 ) has been appointed as a Director of the company w.e.f.  01.09.2022

RISK MANAGEMENT POLICY

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 will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-

business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

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

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.

BOARD EVALUATION

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

CORPORATE SOCIAL RESPONSIBILITIES (CSR)

In compliance with Section 135 of Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Amendment Rules 2021, the company has established Corporate Social Responsibility committee (CSR Committee) and the composition and the function thereof is mentioned in CSR Policy.

The Board adopted the CSR Policy, formulated  and recommended by the CSR Committee and the same is available on the Company website (www.mangals.com).

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

The CSR obligation of the company for the financial year 2022-2023 is Rs. 9.24 lakhs, total amount spent of CSR during the year is Rs. 11.27 lakhs.

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 22-23

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 ANDREDRESSAL) 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.

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 Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and Approval of the Board of Directors & shareholders was obtained wherever required. The disclosures of transactions are shown in Annexure-AOC-2.

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

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

(ii)The company has not issue any sweat equity shares.

(iii)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.

MGT-8

MGT - 8, Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of  Companies (Management and Administration) Rules, 2014] obtained from Govind Jaiswal , Practicing Company Secretary, Jaipur.

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 Private Limited 

RAHUL MANGAL
Director
DIN- 01591411

ASHISH MANGAL 
Director 
DIN- 00432213

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 31369.40 Lakhs as compared to previous year revenue of Rs.21840.70 Lakhs. However, your directors are hopeful to get good business opportunity in the upcoming years.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO Earning: 334.67 Lakhs Outgo: 6418.41 Lakhs

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.