Directors Report of Mangalam Seeds Ltd.

Mar 31, 2023

The Board of Directors have pleasure to present the report of the business and operations of your Company along with the Audited Accounts for the Financial Year ended March 31, 2023. The summarized financial performance for the year ended 31^st March, 2023 is as follows:

1. OPERATIONAL RESULTS:
(INR IN LAKH)
Particulars	March 31, 2023		March 31, 2022
Net Sales	6519.02		4014.53
Other Income	01.88		03.59
Total	6520.89		4018.12
Profit before depreciation, taxation & Extraordinary Items	1444.55		701.40
Less: Depreciation	110.17		88.70
Less: Tax Expenses	226.86		99.70
Less: Prior period Items	-		-
Profit after taxation	1107.53		513.01
Add: Balance brought forward from previous year	2718.63		2205.62
Less: Adjustments in Assets	-		-
Surplus available for appropriation	3826.15		2718.63
General Reserves	-		-
Less: Proposed Dividend	-		-
Less: Tax on Dividend	-		-
Share Premium	695.24		695.24
Accelerated depreciation on fixed asset	-		-
Balance carried to Balance sheet	4555.55		3432.55
Total	4555.55		3432.55

2. DIVIDEND:

Your directors do not recommend any dividend so as to conserve the resources of the company for future needs for the year 2023-24.

3. OPERATIONAL REVIEW:Standalone:

Your Company took several initiatives during the last financial year that helped in achieving and consolidating growth in production and sales volumes. Your company tried to increase the sales in the product being manufactured and marketed in-house

During the year under review, the Company had a standalone revenue from operations of Rs. 6519.02 Lakhs against Rs. 4014.53 Lakhs in the previous year, which has increased to 62.38% as compared to the previous financial year. The net profit (excluding other comprehensive income) of the Company was placed at Rs. 1107.53 Lakhs as against Rs. 513.01 Lakhs in the previous year. The net profit has increased by 115.89 % compared to previous year.

Consolidated:

During the year under review, the Company had consolidated revenue of Rs. 6536.55 Lakhs. The Company''s consolidated net profit after tax stood at Rs. 4084.83 Lakhs.

4. AMOUNT TRANSFERRED TO RESERVES IF ANY:

During the year under review, the Company has profit Rs. 1107.53 Lakh. The amount has been transferred to Reserves and Surplus.

5. SHARE CAPITAL:

The paid-up equity capital as on March 31, 2023 was Rs. 1098.02 Lakhs. During the year under review, the Company has not issued shares with or without differential voting rights nor granted stock options nor sweat equity.

6. CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of Business of the Company during the period under review.

7. FINANCE:

The Cash and cash equivalents as at March 31, 2023 was Rs. 375.44 Lakhs. The company continues to focus on judicious management of its Working Capital, Receivables, Inventories and other Working Capital parameters were kept under strict check through continuous monitoring.

8. DEPOSITS:

During the year under review, the Company has not accepted/ renewed deposit from public/ shareholders as per the applicable provisions of the new Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There is no overdue deposit as on 31st March, 2023.

9. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES:

The Company has following Subsidiary companies.

Sr. No.	Name of the Company	% of Shares held
1.	Mangalam Nutrifeeds Private Limited	100.00%
2.	Unjha Psyllium Private Limited	100.00%

3.	Agrileeo Agricare Private Limited (Formerly Known as Unjha Spices Private Limited)	100.00%
4.	Kiositech Engineering Limited	99.94%

Further, a statement containing salient features of the financial statements of our associate company in the prescribed format AOC-1 is appended as "Annexure-A" to the Board''s Report. The statement also provides the details of performances, financial position of our associate concern.

The Company does not have any Joint Venture and/or Associate Companies.

10. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.

11. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit Committee are given in the Corporate Governance Report forming part of this report. The recommendations of Audit Committee were duly accepted by the Board of Directors.

12. MANAGEMENT DISCUSSION & ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Management Discussion and Analysis forms part of this Annual Report.

13. BOARD OF DIRECTORS:A) Composition, Category of Directors and their directorship as on March 31, 2023.

Name of the Directors	Category of Directorship	No. of Directorship in other Companies
Shri Pravinkumar M. Patel	Managing Director	2*
Shri Mafatlal J. Patel	Chairman	Nil
Shri Dhanajibhai S. Patel	Executive Director	Nil
Shri Samir J. Shah	Independent Director	Nil
Smt. Riddhi Nimit Shah	Independent Director	Nil
Smt. Kruti Jay Trivedi	Independent Director	1

*Shri Pravinkumar Mafatlal Patel appointed as Director in Unjha Farmhub Producer Company Limited w.e.f. 27.04.2022.

B) Board Meetings

During the year 11 (Eleven) Board Meetings were convened and held. The details of which are annexed herewith as "Annexure III". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:a. Resignation / Cessation

During the year under review, Mr. Pravinkumar Madhavlal Patel, has resigned from the post of Independent Director w.e.f. 05/06/2022 & Ms. Rujvi Paras Shah has resigned from the post of Company Secretary & Compliance officer w.e.f. 20/06/2022.

b. Appointment

During the year under review, Ms Ami Rajeshkumar Doshi was appointed as a Company Secretary and Compliance Officer w.e.f. 01/10/2022.

c. Re-Appointment of Managing Director

Mr. Pravinkumar Mafatlal Patel (DIN: 03173769), has been re-appointed as Managing Director of the Company for a further period of 3 (Three) years commencing from 21^st June, 2023.

d. Re-Appointment of Independent Directors

No Independent Directors are re- appointed during the year under review.

e. Appointment of Independent Director

No Independent Directors are appointed during the year under review.

f. Retirement by Rotation and subsequent Re-appointment

Mr. Mafatlal Jethalal Patel (DIN: 03173737) who retires by rotation and being eligible offers himself for re-appointment.

The details of Directors seeking appointment, re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT-GO:

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

c) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

d) Company''s products are grown by using in-house know how and no outside technology is being used for operational activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

e) During the period under review there is no foreign exchange earnings and out flow.

19. RESEARCH & DEVELOPMENT:A) Details of R & D Activity

¦ The Company has a Research & Development unit working under the expertise of eminent scientist of Gujarat.

¦ Mr. Hardik R. Patel is the Research Scientist.

¦ The Company has two Research & Development farms, situated at Maktupur and Valad village having land of 14.25 acres and 33.71 acres respectively.

B) Future Plan of Action

¦ Innovation is a journey and your company is well placed to ensure that it continues to maintain a strong track record in this field.

20. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

21. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

22. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details have been given in Form AOC-2 annexed as Annexure-B.

23. STATUTORY AUDITORS:

The Members of the Company had, at their 10th AGM held on September 14, 2020, appointed M/s. DJNV & Co, Chartered Accountants, Ahmedabad (Firm Registration No. 115145W) as the Statutory Auditor of the Company to hold office for a term of Five year commencing from the conclusion of the 10th AGM up to the conclusion of 15th AGM of the Company to be held in the year 2025.

M/s. DJNV & Co, Chartered Accountants, Ahmedabad (Firm Registration No. 115145W) had resigned from the post of Statutory Auditor of the Company w.e.f. June 30, 2023. However, in compliance with SEBI Circular

CIR/CFD/CMD1/114/2019 dated October 18, 2019 they conducted the Audit for the quarter and year ended March 31, 2023 and issued report thereon.

To fill the casual vacancy caused due to resignation of Statutory Auditors, the Board of Directors, subject to approval of the Members, has appointed M/s. Piyush J. Shah & Co., Chartered Accountants, Ahmedabad (FRN: 121172W) as Statutory Auditors of the Company with effect from July 15, 2023. It is also proposed by the Board to appoint M/s. Piyush J. Shah & Co., as Statutory Auditors for 5 years as per Section 139 and 142 of the Companies Act, 2013.

24. AUDITOR''S REPORT:

The Auditor''s Report, on the Standalone as well as Consolidated Financial Statements for the financial year 2022-23 forms part of this Annual Report and it does not contain any qualification, reservation or adverse remark. And, therefore, it does not call for any further comments from the Board of Directors.

25. 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 your Company at its meeting held on March 23, 2023 had appointed Mr. Nayan P. Pitroda of M/s Pitroda Nayan & Co, Practicing Company Secretary, (CP No. 23912) as the Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2022-23.

26. SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as per the provisions of Section 204 of the Act read with Rules framed thereunder for the financial year ended March 31, 2023 has been annexed to this Board Report and forms part of this Annual Report.

27. COST AUDITORS AND COST RECORD:

Pursuant to the provisions of Section 148 (1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records and accordingly no such audit is required to be conducted.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors are adhered to comply with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard-1 on Board Meetings (SS-1) and the Secretarial Standard-2 on General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government. During the year under review, your Company has followed compliance with the applicable Secretarial Standards-SS-1 and SS-2.

30. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at http://www.mangalamseeds.com/

31. REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of Act and Rules framed thereunder.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link http://www.mangalamseeds.com/

The Average Net Profits of the Company for the last three financial years is Rs. 575.59 Lakhs and accordingly the prescribed CSR expenditure during the financial year 2022-23 was Rs. 11.51/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Company had undertaken to spend an amount of Rs. 11.51 Lakhs during the financial year 2022-23 against the mandatory requirement of Rs. 11.51 Lakhs Hence there is no shortfall in the CSR Expenditure.

The Annual Report on CSR activities is annexed as "Annexure-C" to this Report.

33. DISCLOSURE OF ABOUT RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR:

No Commission was drawn by the Managing Director during the financial year.

34. INDUSTRIAL RELATIONS:

The relationship with the workmen and staff remained co-ordial and harmonious during the year and management received full cooperation from employees.

35. CAUTIONARY STATEMENT:

Statements in the Boards'' Report and the Management Discussion and Analysis describing the Company''s objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company''s operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

36. DISCLOSER UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment. The Company received no complaints pertaining to sexual harassment during F.Y 2022.23.

37. ACKNOWLEDGEMENT:

Your directors place on records their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company''s growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

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Mar 31, 2018

Dear Members,

The Board of Directors have pleasure to present the report of the business and operations of your Company along with the Audited Accounts for the Financial Year ended March 31, 2018. The summarized financial performance for the year ended 31^st March, 2018 is as follows:

1. Operational Results:

(Rs. in Lakhs)

Particulars	March 31, 2018	March 31, 2017
Net Sales	3034.89	3017.50
Other Income	3.12	6.16
Total	3038.01	3023.66
Profit before depreciation, taxation & Extraordinary Items	416.73	386.01
Less: Depreciation	50.33	47.54
Less: Tax Expenses	32.42	26.20
Less: Prior period Items	-	-
Profit after taxation	333.97	312.27
Add: Balance brought forward from previous year	559.72	313.52
Less: Adjustments in Assets	(0.03)	-
Surplus available for appropriation	893.66	625.79
Appropriations
General Reserves	-	-
Less: Proposed Dividend	-	(54.90)
Less: Tax on Dividend	-	(11.17)
Accelerated depreciation on fixed asset	-	-
Balance carried to Balance sheet	893.66	559.72
Total	893.66	559.72

2. Dividend:

The Board has not recommended any dividend for the financial year ended March 31, 2018.

3. Operational Review:

Net revenue increased to Rs. 3034.89 Lakhs, a growth of around 0.57% against Rs. 3017.50 Lakhs in the previous year. Profit before depreciation, Taxation and Extraordinary Item was Rs. 416.73 Lakhs as against Rs. 386.01 Lakhs in the previous year. After providing for depreciation, taxation and Extraordinary Item of Rs. 50.33 Lakhs, Rs. 32.42 Lakhs and Rs. 0.00 respectively, the net profit of the Company for the year under review was placed at Rs. 333.97 Lakhs as against Rs. 312.27 Lakhs in the previous year.

Due to tough market conditions the company’s turnover in terms of value has increased only at a marginal rate of 0.57% during the year under review. However, the profit after tax has increased by 6.94% compare to previous year as the expenditure relating to cost of material consumed has reduced of the Company.

4. Share Capital:

The paid up equity capital as on March 31, 2018 was Rs. 1098.01 Lakhs. During the year under review, the Company has issued 54,90,079 shares as bonus at the ratio of 1:1 to the shareholders on September 01, 2017. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. Finance:

Cash and cash equivalents as at March 31, 2018 was Rs. 25.64 Lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6. Fixed Deposits:

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. Particulars of Loans, Guarantees or Investments:

Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

8. Internal Control Systems and Their Adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

9. Conservation of Energy:

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

c) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

10. Technology Absorption:

Company’s products are grown by using in-house know how and no outside technology is being used for operational activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

11. Research & Development:

A) Details of R & D Activity

- The Company has a Research & Development unit working under the expertise of eminent scientist Dr. Ishwar D. Patel, Ex. Scientist G.A.U., Gujarat.

- Mr. Prakash Patel and Dr. Abhishek Amin are the Research Scientists.

- The Company has two Research & Development farms, situated at Maktupur and Valad village having land of 14.25 acres and 33.71 acres respectively.

B) Future Plan of Action

- Innovation is a journey and your company is well placed to ensure that it continues to maintain a strong track record in this field.

12. Foreign Exchange Earnings And Out-Go :

During the period under review there is foreign exchange out flow of Rs. 21.38 Lakhs.

13. Industrial Relations:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

14. Board of Directors:

A) Composition, Category of Directors and their directorship as on March 31, 2018.

Name of the Directors	Category of Directorship			No. of Directorship in other Companies
Shri Pravinbhai M. Patel		Managing Director		5
Shri Mafatbhai J. Patel	Chairman			3
Shri Dhanajibhai S. Patel		Executive Director		2
Shri Samir J. Shah	Independent Director			Nil
Shri Mukesh R. Sheth		Independent Director		Nil
Smt. Riddhi Nimit Shah	Independent Director			Nil

B) Meetings

During the year 06 (SIX) Board Meetings were convened and held. The details of which are annexed herewith as “Annexure III”. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. Director’s Responsibility Statement:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details have been given in Form AOC-2 annexed.

17. Subsidiary Companies:

The Company has Four Subsidiary companies.

Sr. No	Name of the Company	% of Shares held
1.	Mangalam Nutrifeeds Private Limited	100.00%
2.	Unjha Psyllium Private Limited	100.00%
3.	Unjha Spices Private Limited	100.00%
4.	Kiositech Engineering Limited	99.94%

18. Management Discussion & Analysis:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Management Discussion and Analysis forms part of this Annual Report.

19. Corporate Governance Report:

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors’ certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.

20. Auditor’s Report:

The observation made in the Auditors’ Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

21. Auditors:

At the Annual General Meeting held on July 31, 2016, Piyush J. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in 2020. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Piyush J Shah & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the Shareholders.

22. Secretarial Audit:

Vickey Patel, Practising Company Secretary was appointed to conduct the Secretarial Audit of the Company for the year 2017-18, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report does not contain any qualification, reservation or adverse mark.

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure”.

24. Acknowledgement:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors, farmers, employees and the members during the year under review.

Place: Ahmedabad By Order of Board of Directors

Date: August 27, 2018 For, Mangalam Seeds Limited

CIN:L01112GJ2011PLC067128

Registered office: Mafatlal J. Patel

202, Sampada Complex, B/H Tulsi Complex Chairman

Mithakhali Six Road, Navrangpura, DIN: 03173737

Ahmedabad: 380009

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Mar 31, 2016

Dear Members,

The Directors have immense pleasure in presenting the 5^th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2016. The summarized financial performance for the year ended 31^st March, 2016 is as follows:

1. FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

Particulars	March 31, 2016	March 31, 2015
Net Sales	2383.06	1511.55
Other Income	2.84	1.57
Total	2385.90	1513.12
Profit before depreciation, taxation & Extraordinary Items	262.86	150.32
Less: Depreciation	34.49	21.70
Less: Provision for taxation	10.82	8.65
Less: Prior period Items	-	5.27
Profit after taxation	217.54	114.70
Add: Balance brought forward from previous year	147.76	33.55
Surplus available for appropriation	365.30	148.25
Appropriations
General Reserves	Nil	Nil
Less: Proposed Dividend	43.02	Nil
Tax on Dividend	8.76	Nil
Accelerated depreciation on fixed asset	Nil	0.49
Balance carried to Balance sheet	313.52	147.76
Total	313.52	147.76

2. DIVIDEND:

The Board, in its meeting held on May 30, 2016, recommended a dividend of Rs. 1/- per equity share for the financial year ended March 31, 2015. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on September 26, 2016. The total dividend appropriation (excluding dividend tax) for the current year is Rs. 5.49 Lakhs. The Register of Members and Share Transfer Books will remain closed on September 19, 2016 for the purpose of payment of the final dividend for the financial year ended March 31, 2016 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on September 26, 2016.

3. OPERATIONAL REVIEW:

Net revenue increased to Rs. 2383.06 Lakhs, a growth of around 57.66% against Rs. 1511.55 Lakhs in the previous year. Profit before depreciation, Taxation and Extraordinary Item was Rs. 262.86 Lakhs as against Rs. 150.32 Lakhs in the previous year. After providing for depreciation, taxation and Extraordinary Item of Rs. 34.49 Lakhs, Rs. 20.05 Lakhs and Rs. 0.00 respectively, the net profit of the Company for the year under review was placed at Rs. 217.54 as against Rs. 114.70 in the previous year.

Due to tough market conditions the company''s turnover in terms of value has increased only at a marginal rate of 57.66% during the year under review. However, the profit after tax has increased by 89.67% compare to previous year as the Company has started own farming instead of Contract farming, which resulted in lowering expenditure relating to Cost of Material Consumed of the Company.

4. SHARE CAPITAL:

The paid up equity capital as on March 31, 2016 was Rs. 430.20 Lakhs. During the year under review, the Company got its shares listed on SME Platform of Bombay Stock Exchange Limited on August 12, 2015 by Initial Public Offer of 11,40,000 Equity Shares. Further the Company has issued 20,18,251 Bonus shares of Rs. 10/- per equity share to the shareholders on May 08, 2015 and 2,12,328 equity shares at Rs. 50 including securities premium of Rs. 40 per share under private placement on May 15, 2015. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. FINANCE: Cash and cash equivalents as at March 31, 2016 was Rs. 149.87 Lakhs. The company continues to focus on judicious management of its working capital,

Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the Financial Statements provided in this Annual Report.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

9. CONSERVATION OF ENERGY:

a) Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

c) Since the Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules, the question of furnishing the same does not arise.

10. TECHNOLOGY ABSORPTION:

Company''s products are grown by using in-house know how and no outside technology is being used for operational activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

11. RESEARCH & DEVELOPMENT:

A) Details of R & D Activity

- The Company has a Research & Development unit working under the expertise of eminent scientist Dr. Ishwar D. Patel, Ex. Scientist G.A.U., Gujarat.

- The company has two Research & Development farms, situated at Maktupur and Valad village having land of 14.25 acres and 33.71 acres respectively.

B) Future Plan of Action

- Innovation is a journey and your company is well placed to ensure that it continues to maintain a strong track record in this field.

12. FOREIGN EXCHANGE EARNINGS AND OUT-GO :

During the period under review there was no foreign exchange earnings or out flow.

13. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

14. BOARD OF DIRECTORS:

A) Composition, Category of Directors and their directorship as on March 31, 2016.

Name of the Director	Category of Directorship	No. of Directorship in other Companies
Shri Pravinbhai M. Patel	Managing Director	5

Shri Mafatbhai J. Patel	Chairman	3
Shri Dhanajibhai S. Patel	Executive Director	3
Shri Samir J. Shah	Independent Director	Nil
Shri Mukesh R. Sheth	Independent Director	Nil
Smt. Riddhi Nimit Shah	Independent Director	Nil

B) Meetings

During the year 14 (FOURTEEN) Board Meetings were convened and held. The details of which are annexed herewith as "Annexure III". The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details have been given in Form AOC-2 annexed.

17. SUBSIDIARY COMPANIES:

The Company has Four Subsidiary companies.

Sr. No	Name of the Company	% of Shares held
1.	Mangalam Nutrifeeds Private Limited	100.00%
2.	Unjha Psyllium Private Limited	100.00%
3.	Unjha Spices Private Limited	100.00%
4.	Kiositech Engineering Limited	99.94%

18. MANAGEMENT DISCUSSION & ANALYSIS:

In compliance with Regulation 34(3) read with Schedule V(B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), Management Discussion and Analysis forms part of this Annual Report.

19. CORPORATE GOVERNANCE REPORT:

In compliance with Regulation 34(3) read with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance forms part of this Annual Report. The Auditors'' certificate certifying compliance with the conditions of corporate governance as prescribed under Schedule V(E) of the Listing Regulations is annexed to the Corporate Governance Report.

20. AUDITOR''S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

21. AUDITORS:

At the Annual General Meeting held on July 31, 2016, Piyush J. Shah & Co., Chartered Accountants, Ahmedabad, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in 2020. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of Piyush J Shah & Co., Chartered Accountants, as statutory auditors of the Company is placed for ratification by the Shareholders.

22. SECRETARIAL AUDIT:

Monika Bhatia, Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report does not contain any qualification, reservation or adverse mark.

23. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure".

24. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors, farmers, employees and the members during the year under review.

Place: Ahmedabad By Order of Board of Directors

Date: 29/08/2016 For Mangalam Seeds Limited

CIN:L01112GJ2011PLC067128

Registered office: Pravinbhai M. Patel

202, Sampada Building, B/H Tulsi Complex Managing Director

Mithakhali Six Road, Navrangpura, DIN: 03173769

Ahmedabad: 380009