Machhar Industries Ltd Directors Report

To,

The Members of

M/s Machhar Industries Limited

Aurangabad (Maharashtra)

Dear Members,

The Directors are pleased to present their 16^th Annual Report on the performance of the Company for the
financial year ended on 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

2. OPERATIONS:

During the year under review Company has earned revenue from its operations Rs.1,693.22 lakhs as
compared to previous year of Rs.1,715.22 lakhs. The company has earned profit before tax of Rs.78.20
Lakhs as compared to previous year of Rs.44.92 lakhs.

Listing of Securities at Bombay Stock Exchange (BSE), Mumbai

Since, the Trading approval received from BSE vide their order No. 20230707-46 on 7^th July, 2023 the equity
shares of the company are being continuously traded at Stock Exchange (BSE). The month wise high High-
Low prices are given hereunder:

Joint Venture

The revised plan of action along with documents has been submitted for the joint Venture (JV) M/s Nirvan
Nutra Private Limited of the company which is still under process for the approval at food Ministry. Your
board of directors continuously taking efforts for the said JV.

3. ADOPTION OF IND AS

In addition to Standalone financial statement your board of directors decided to prepare & submit the
Consolidated financial statements in terms of the Listing Obligations and Disclosures Regulations, 2015 of
SEBI. Since the adoption of Indian Accounting Standard ("INDAS") company has prepared Consolidated
Financial Statement due to additional Compliance in reference of Joint Venture (JV) of the Company i,e M/s.
Nirvan Nutra Private Limited which is yet not started its commercial production/manufacturing/business due
to approval of food ministry is under process.

4. DIVIDEND:

During the year under review your Board of Directors does not recommend any dividend for the financial
year 2023-24.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGS
AND OUTGO:

1. Conservation of Energy: The Company has installed the advanced machineries which consumed
lower energy than earlier. The company has replaced all the lights with LED lights and better
process adopted for starting of plant to that the energy utilization will be minimum.

2. Technology Absorption: The Company has not carried any significant work on account of
technology absorption.

3. Foreign Exchange Earning and Outflow: During the year there was no inflow and no outflow of
foreign currency.

6. DEPOSIT:

During the year under review, your Company neither accepted any deposits nor there were any amounts
outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the
requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the
Companies Act, 2013 is not applicable.

7. REMUNERATION TO EMPLOYEES:

None of the directors, employees are getting the remuneration exceeding the prescribed limit under the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014; hence, the related
information is not provided.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:

During the year under review, no material changes and commitments have occurred after the close of the
financial year till date of this Report, which affect the financial position of the Company.

9. DETAILS OF SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has a Joint Venture through a formation of separate legal entity M/s Nirvan Nutra Private
Limited having 50% ownership of M/s. Utsav Logistics Private Limited and 50% of M/s. Machhar Industries
Limited respectively as a JV partner of the company since 21^st September, 2020. The said JV is yet to be
started for its manufacturing activity. The proposal for the said JV is under process at food Ministry.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors wish to inform the members that the Audited Accounts containing Financial Statements for
the year 2023-24 are in full conformity with the requirements of the Companies Act, 2013. They believe that
the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and
present the Companys financial position and result of operations. These Statements are audited by the
Statutory Auditors M/s. Gautam N Associates, Chartered Accountants Aurangabad:

(i) In the presentation of the financial statements, applicable Accounting Standards have been followed.

(ii) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are
made so as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year.

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors had prepared the financial statements on a going concern basis; and

(v) That the Directors had laid down internal financial control system which is followed by the company
and that such internal financial controls are adequate and were operating effectively.

(vi) 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.

11. CORPORATE SOCIALRESPONSIBILITY

The Company does not fall in limits specified under the section 135 of the Companies Act, 2013 and Rules
made under there.

12. AUDITORS REPORT

There is no adverse remark, qualification given by the auditor; hence, no need to furnish explanation on the
same.

13. AUDITORS:

M/s. Gautam N Associates, Chartered Accountants of Aurangabad were re-appointed as the Statutory
Auditors of the company under Section 139(1) of the Companies Act, 2013, for a second term of 5 years in
the 11^th Annual General Meeting held on 30^th September 2019. Hence, the terms and tenure of appointment
of M/s. Gautam N Associates only up to the financial year ended 31^st March, 2024 but he can hold the office
till the date of ensuing AGM.

Consequently, board of directors has received the proposal from M/s. Ashok R. Majethia & Co, Chartered
Accountants of Aurangabad (Firm Reg. No. 127769W) to act as a Statutory Auditors of the Company in
place of existing Auditors. Your board of directors recommends the appointment of CA Ashok R. Majethia,
M/s. Ashok R. Majethia & Co of Aurangabad for the period of five years from the conclusion of ensuing 16^th
Annual General Meeting till the conclusion of 21^st Annual General Meeting of the Company to be held in the
year 2029 subject to approval of members and ratification at each Annual General Meeting of the Company.

14. RELATED PARTY TRANSACTIONS

The company had entered into certain transaction with the related parties in terms of the Sec 188 (1) of
Companies Act, 2013, and Form AOC- 2 is attached with this report and form part of this report.

15. ABSTRACT OF ANNUAL RETURN

Extract of the annual return Pursuant to sub-section (1) of section 92 of the Companies Act, 2013 and sub-
rule (1) of rule 11 of the Companies (Management and Administration) Rules, 2014 will be available on the
website of the company under link: https://www.machharind.com/

16. BOARD OF DIRECTORS

The Directors on the Board are experienced, competent, and highly renowned persons from their respective
fields. They take active part at the Board Meetings and play critical role on strategic issues, which enhances
the transparency and add value in the decision-making process of the Board of Directors

The composition of the Board complies with the provisions of the Companies Act, 2013.The Board of
Directors provides leadership and guidance to the Companys management as also direct, supervise and
control the performance of the Company. The Board of directors consists of following directors:

17. NUMBER OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the
financial performance of the Company. During the financial year under review, the Board met 6 Times.

18. DECLARATION FROM INDEPENDENT DIRECTORS

All Independent Director of the Company, at the first meeting of the Board of directors gave a declaration to
the company that he or she meets the criteria of independence as provided under the law and that he or she
is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact his or her ability to discharge his or her duties with an objective independent judgment and without
any external influence.

19. RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame, implement and monitor the
risk management plan for the Company. The committee is responsible for reviewing the risk management
plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has made investments and given advances in accordance with section 186 of the Companies
Act, 2013 and the same has been reported in note no 40 to Financial Statement attached.

21. DISCLOSURE 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 requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year
2023-24.

22. INSURANCE:

All the properties of the Company including Plant & Machinery, Tankers, Vehicles wherever necessary and
to the extent required have been adequately insured.

23. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements and
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

24. DE-MATERIALIZATION DETAILS: -

The amendment to Regulation 40 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. According to said Regulation, requests for effecting transfer of
securities shall not be processed unless the securities are held in the dematerialized form with a depository
from. In view of the above, it is advised to shareholders holding shares in physical form to convert their
shares into Demat form as early as possible, as otherwise they will not be able to transfer the shares in
physical form.

As on 31.03.2024, out of the total shares of 7,40,866 only 3,91,725 shares have been dematerialized. This
amounts to only 52.87% of the entire shares. You are advised to get your shares dematerialized at the
earliest.

25. REPORT ON CORPORATE GOVERNANCE:

Though the shares of the company are listed at Bombay Stock Exchange since 11^th July, 2023 but the
company does not fall under the mandatory requirement of filling Corporate Governance Report to Stock
Exchange. The paid -up Capital of the Company is less than Rs. 10.00 Cr and its Net Worth is not more
than Rs. 25.00 Cr. Besides, on voluntary basis company has prepared the Corporate Governance Report
forms part of the report of the Board of Directors.

26. GOING CONCERN STATUS:

The company has not received any significant and material orders passed by the regulators, courts, tribunals
impacting the going concern status and companys operations in future.

27. RELATION WITH EMPLOYEES:

The relation with the employees continued to be cordial during the year. The directors wish to place on
record their sincere appreciation for the excellent team spirit with which they have worked for the progress of
the Company.

28. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVANCY AND
BANKRUPTCY CODE 2016:-

During the year under review there were no applications made or proceedings in the name of the company
under the Insolvency Bankruptcy Code, 2016.

29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:-

During the year under review there has been no one time settlement of loan taken from Bank and Financial
institution.

30. ACKNOWLEDGEMENT:

Your directors would like to express their sincere appreciation for the assistance and co-operation received
from the banks, customers, vendors and members during the year under review. Your director also wish to
place on record their deep sense of appreciation for the services rendered by executive, staff and workers.

31. APPRECIATION:

The Directors place on record their appreciation of the services rendered by Banks and Government
Authorities for their continued support.