Macpower CNC Director Discussions


To,

The Members,

of Macpower CNC Machines Limited

Your Directors have pleasure in presenting their 20th Annual Report on business and operation of your company together with the Financial Statements for the year ended on March 31,2023.

FINANCIAL RESULT

Particulars

Current Financial Year (2022-23) Previous Financial Year (2021-22)

Revenue from Operations

20189 19012

Other Income

25 83

Total Income

20214 19095

Profit/Loss before depreciation, Finance Costs, Exceptional items and Tax Expense

2092 2134

Less: Depreciation/Amortization/ Impairment

336 279

Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense

1756 1855

Less: Finance Costs

23 16

Profit/(Loss) before Exceptional items and Tax Expense

1733 1839

Add/(less): Exceptional items

0 0

Profit/(Loss) before Tax Expense

1733 1839

Less: Tax Expense [Current & Deferred]

444 555

Current Income Tax

371 388

Deferred Tax

73 167

Profit/(Loss) for the year

1289 1284

OVERVIEW OF OPERATIONS

Performance of your company was during the financial year 2022-23 by generating highest total operating revenue of Rs. 201.89 Crore against Rs. 190.12 Crore of previous financial year, representing Increase in Y-o-Y growth rate by 6.19%. This year your companys PAT comes to Rs. 12.89 Crore as last year it was Rs. 12.84 Crore. EPS stands at Rs 12.89 per share as against Rs 12.84 per share last year.

CHANGE IN NATURE OF BUSINESS

There has been no change in the Nature of Business during the year.

TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserve out of the net profits of the Company for the Fy23. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

DIVIDEND

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final dividend of Rs.1.50/- per equity share of the face value of Rs. 10/- each (i.e. 15%), payable to those shareholders whose name appear in the Register of Members as on Record date, subject to approval of Shareholders at the ensuing Annual General Meeting, which if approved, will absorb Rs.1,50,06,240/- towards final dividend.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020 and amendments thereof, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

MAJOR EVENTS OCCURRED DURING THE YEAR

During the year under review, there have been no events occurred in your company which management believes that having an impact on the affairs of your company;

DISPATCH OF MACHINES

During the year, your company has dispatched total 1047 Machines to various sectors like Private sector, Defence sector, Education sector, Research sector etc.

MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS

There have been no material changes and commitments affecting the financial position of the Company since the closure of financial year i.e. since March 31,2023

REVISION OF FINANCIAL STATEMENTS

None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

SHARE CAPITAL AND DEBT STRUCTURE

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassification nor sub-division of equity shares during the year under review.

Your Company does not have Debt securities.

CREDIT RATING OF SECURITIES

Your company only has Equity shares and Credit rating is not applicable to equity securities. So, during the year no credit rating certificate related securities is taken as it is not applicable.

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

During the year under review, Company was not required to transfer any amount of dividend or any shares to Investor Education and Protection Fund.

But your Company has declared final dividend in the financial year of 2017-2018, 2018-2019 and interim & final dividend in 2021-22 and the details of Unpaid/Unclaimed Dividend account of Members of the Company is given on the website of the Company -https://www.macpowercnc.com/investor/unpaid- or-unclaimed-dividend-details/.

In Furtherance, Company has appointed Nodal Officer for and on behalf of the Company to Coordinate with IEPF Authority pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second amendment Rules, 2019 and amendment thereto if any, Details of Nodal Officer is as under:

Name: Mr. Kishor Kikani

Designation: Company Secretary & Compliance Officer Contact details: cs@macpowercnc.com

MANAGEMENT

I. Director and Key Managerial Personnel Directors

Following are the Promoter/Promoter group Directors of the Company as on 31st March, 2023 and during the year under review, there has been no change in the Board of Directors of the Company:

Sr. No. Names of Directors

Designation DIN

1. Mr. Rupesh J. Mehta

Managing Director 01474523

2. Mr. Nikesh J. Mehta

Whole-Time Director& Chief Executive Officer 01603779

3. Mrs. Riya R. Mehta

Non -Executive & Woman Director 01603726

Director retiring by rotation

Mrs. Riyaben R. Mehta, Director (DIN: 01603726) of the Company retires at this ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible, offer herself for re-appointment.

The relevant details and Brief profile of Director seeking re-appointment are given in the Notes/Annexures to the Notice of the Annual General Meeting.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company as on March 31,2023:

Sr. No Names of KMP

Designation DIN/PAN

1. Mr. Rupesh J. Mehta

Managing Director 01474523

2. Mr. Nikesh J. Mehta

Whole-Time Director(WTD) and Chief Executive Officer(C EO) 01603779

3. Mr. Rajnikant Raja

CFO ADEPR7853H

5. Mr Kishor Kikani

CS AVXPK4815H

Board at their meeting held on 5th August, 2022 has re-appointed Mr. Rupesh J. Mehta (DIN: 01474523), Managing Director and Mr. Nikesh J. Mehta (DIN: 01603779), Whole Time Director of the Company for a period of 3 (three) years effective from October 1, 2022 to September 30, 2025 and which was approved by shareholders at their AGM held on 27.09.2022.

Change in KMP during the year

During the year under review, there is no change in the KMP of the Company:

ii. Independent Directors

Following are the Independent Directors of the Company and during the year under review there has been no change in the Independent Directors of the Company:

1) Mr. Maulik R. Mokariya [DIN: 05310868],

2) Mr. Rajubhai R. Bhanderi [DIN: 07986563] and

3) Mr. Deven J. Doshi [DIN: 07994505]

Aforesaid all the Independent Directors were reappointed at 19th annual general meeting held on 27.09.2022 for a period of five (5) years for 2nd term from November 17, 2022 to November 16, 2027.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and also passed the online proficiency self-assessment test within the specified timeline.

iii. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(1)(b) and Regulation 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") at the first meeting of the Board of financial year. In Furtherance, Company has also received confirmation that that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive director and Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

None of the Directors are disqualified to be continued to act as Director of the Company.

iv. Board Meeting

Five meetings of the Board of Directors were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. For details of meetings of the Board, please refer below table:

Board of Directors

Rupesh J. Mehta Nikesh J. Mehta Riya R. Mehta Maulik R. Mokariya Rajubhai R. Bhanderi Deven J. Doshi

Meeting

Date/

Designation

Managing

Director

Whole - Time Director Non-Executive & Woman Director Independent

Director

Independent

Director

Independent

Director

28.05.2022

YES YES YES YES YES YES

05.08.2022

YES YES YES YES YES YES

26.09.2022

YES YES YES YES YES YES

10.11.2022

YES YES YES YES YES YES

11.02.2023

YES YES YES YES YES YES

During FY 2022-23, two resolutions were passed by circulation on 18th April, 2022 and 9th September, 2022. Meetings of the Independent Directors were held on 11/02/2023. The Independent Directors, inter-alia, reviewed the performance of Chairman of the Company and Board of Directors.

v. Committees of the Board

There are 4 Board Committees as on March 31, 2023 that have been formed, considering the needs of the Company, details of which are as follows;

Audit Committee Meeting

Rupesh J. Mehta Rajubhai R. Bhanderi Deven J. Doshi
Managing Director Independent Director Independent Director

Date/Designation

Member Chairperson Member

28.05.2022

YES YES YES

05.08.2022

YES YES YES

26.09.2022

YES YES YES

10.11.2022

YES YES YES

11.02.2023

YES YES YES

Stakeholders Relationship Committee (SRC) Meeting

Rupesh J. Mehta Nikesh J. Mehta Rajubhai R. Bhanderi
Managing Director Whole-Time Director Independent Director

Date/Designation

Member Member Chairperson

11.02.2023

YES YES YES

Nomination Remuneration Committee (NRC) Meeting

Rajubhai R. Bhanderi Deven J. Doshi Riya R. Mehta
Independent Director Independent Director Non -Executive Director

Date/Designation

Chairperson Member Member

05.08.2022

YES YES YES

Corporate Social Responsibility Committee Meeting

Rupesh J. Mehta Nikesh J. Mehta Rajubhai R. Bhanderi
Managing Director Whole-Time Director Independent Director

Date/Designation

Member Member Chairperson

05.08.2022

YES YES YES

vi. Companys Policy /Terms of Reference of committees

The Terms of Reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and corporate social responsible committee are disclosed in Corporate Governance report which forms part of this Annual Report.

vii. Companys Policy on Directors Appointment and Remuneration

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations.

The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Director & the Executive Directors. The Nomination and Remuneration Committee recommend annual increments The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission/remuneration payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Directors. The said commission/remuneration is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and paid to the Managerial personnel based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company may reimburse the out-of-pocket expenses incurred by the Directors for attending the meetings.

Nomination and Remuneration policy is placed on the website of the Company at https://macpowercnc.com/albums/investor doc/NominationandRemunerationpolicy.pdf

viii. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015.The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

As per Companies Act, 2013, Board has made annual evaluation of its own performance and also of its committees and Individual Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Board of Directors is actively taking an action for evaluation.

ix. Remuneration of Directors and Employees

Details of Remuneration of Executive Directors for the year ended on March 31,2023:

Name of Directo r

Designation Amount of Remuneration

Mr. Rupesh J. Mehta

Managing Director *36,00,000

Mr. Nikesh J. Mehta

Whole-Time

Director

*24,00,000

* Board of directors has based upon the recommendation of nomination and remuneration committee and subject to approval of members of the company (which later approved by members at their AGM held on 27.09.2022) has reappointed and revised managerial remuneration as follows:

Mr. Rupesh J. Mehta having monthly remuneration (gross salary) of Rs. 3,00,000/- till 30th September, 2022 and thereafter professional/Management Consultancy Fee of Rs. 3,00,000/- plus 18% GST with effect from 01st October, 2022 and Mr. Nikesh J. Mehta having monthly remuneration (gross salary) of Rs. 2,00,000/- till 30th September, 2022 and thereafter professional/Management Consultancy Fee of Rs. 2,00,000/- plus 18% GST with effect from 01st October, 2022.

The Company has not paid any remuneration/commission/sitting fees to Non-Executive director and Independent Directors.

Particulars of employees:

Disclosure pertaining to remuneration and other details as required under the Act read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provisions of Section - 197(12) of the Act read with Rule 5 is attached with this report as Annexure - 1.

x. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act, 2013, Your directors confirm, to the best of their knowledge and belief:

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

(b) The Directors 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 year and the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

(f) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

"Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-23.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Companys internal control procedure, which includes internal financial controls, ensures compliance with various policies, practices and statutes keeping in view the organizations pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee. The said Reports have not included any observation of any serious lapses in the system during the year under review.

Based on its evaluation [as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015], our audit committee has concluded that, as of March 31, 2023 our internal financial controls were adequate and operating effectively.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your company has no holding/subsidiary/associate company. So, disclosure in AOC-1 required under section 129 of the Act is not applicable to your company.

DETAILS OF DEPOSITS

Your company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any transaction that was falling under the ambit of section-186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has entered into transaction with Related Parties at Arms Length Basis. Particulars of contracts or arrangements with related parties referred to section - 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to the Boards Report.

CORPORATE SOCIAL RESPONSIBILITIES

Your Company is falling under the ambit of Section 135 of the Companies Act, 2013 i.e. Corporate Social Responsibility. During the year 2022-23, company has spent total amount of Rs.19.52 Lakhs as CSR expenditure.

The brief outline of the Corporate Social Responsibilities [CSR] policy of the Company and the initiatives undertaken by your company on CSR activity during the year under review are set out in Annexure -3 of this report in the format prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 i.e. Annual Report on CSR Activities. The CSR policy is available on the website of the company at https://macpowercnc.com/albums/investor doc/CorporateSocialResponsibilitvpolicv.pdf

Further, the details relating to the Composition of CSR Committee and Meetings of CSR Committee disclosed in above point of Boards Report relating to Committees of Board and also disclosed in the Annual Report on CSR Activities.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is furnished in Annexure - 4 attached to this report.

RISK MANAGEMENT

The Company was not required to frame Risk Management Committee pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly not constituted, however, the board of directors is responsible for framing, implementing and monitoring the risk management plan for the listed entity and Audit Committee of the Company also evaluating Risk Management Systems.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior and to report instances of leak of unpublished price sensitive information. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company at https://www.macpowercnc.com/albums/investor doc/VigilMechanismorWhistleBlowerpolicy.pdf

The Audit Committee is continuously verifying the Whistle Blower policy (vigil mechanism) which provides a format mechanism for all stakeholders, employees and directors of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behaviour towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Companys Code of Conduct.

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

During the year under review, there are no significant or material orders passed by the Regulators/Courts/Tribunals that could impact the going concern status of the company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or no proceeding pending under the insolvency and bankruptcy code, 2016.

AUDITORS AND AUDITORS REPORT

The Details of the Auditors of the Company are as stated below:

Name of Auditor

Type of Auditor FY 22-23 FY 23-24

M/s. S.C. Makhecha & Associates (FRN: 120184W)

Statutory

Auditor,

Rajkot

Appointed in 15th AGM [i.e. AGM for 2017-18] for consecutive term of 5 years from 15th Annual General Meeting till the Conclusion of 20th AGM (i.e. F.Y2022-23.) The Board has recommended for reappointment at this 20thAGM for a 2nd term of 5 Consecutive years i.e. till the conclusion of AGM pertaining to financial year ending on 31st March, 2028.

M/s. K. P. Rachchh& Co. FCS: 5156

Statutory

Auditor

Appointed to conduct Secretarial audit for FY 2022-23. Re-appointed to conduct Secretarial audit for FY 2023-24

M/s. Borad Sanjay B & Associates

Cost Auditor Appointed to conduct cost audit for FY 2022-23. Re-appointed to conduct cost audit for FY 2023-24.

Mr. Vishal Kadia

Internal Auditor Appointed to conduct Internal Audit for FY year 2022-23. Mr. Vishal Kadia re-appointed to conduct Internal Auditor for FY 2023-24 however he ceased as an Internal Auditor after closure of working hours on 07th July, 2023 and thereafter Mr. Vishal B. Mehta appointed as an Internal Auditor w.e.f 8th July, 2023 to conduct Internal audit for FY 2023-24.

A. STATUTORY AUDITORS:

M/s. S. C. Makhecha & Associates, Chartered Accountants (FRN: 120184W) were Appointed in 15th AGM [i.e. AGM for 2017-18] for a term of 5 consecutive years from 15th Annual General Meeting till the Conclusion of 20th AGM (i.e. F.Y2022-23) and their 1st term will got expire after the conclusion of this ensuing 20th Annual General Meeting and accordingly, being eligible, the Board has recommended before the shareholders at this 20th Annual General Meeting for reappointment of M/s S. C. Makhecha & Associates as a statutory auditors of the Company for a 2nd term of 5 consecutive years from 20th AGM until the Conclusion of 25th AGM (i.e. from FY 2023-24 to F.Y 2027-28). They have given consent and confirmed that they are not disqualified from continuing as Auditors of the Company. Further, as required under SEBI (LODR) Regulations, 2015, they hold valid peer review certificate No. 015108. Necessary resolution for reappointment of Statutory Auditors of the Company forms part of the Notice of the ensuing Annual General Meeting.

The Auditors Report for the financial year ended March 31, 2023 does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

NO FRAUD REPORTING

No fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Rules made there under, the Board of Directors had appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the FY 2022-23.

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from M/s. K. P. Rachchh & Co., Practicing Company Secretaries for the FY 2022-23 is set out at Annexure- 5 forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2023 is self-explanatory and does not call for any further clarifications.

Further, the Board of Directors at their meeting held on May 27, 2023 has re-appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the FY-2023-24 under the Companies Act, 2013 and under regulation 24A of the SEBI (LODR) Regulations, 2015.

C. COST AUDITORS:

The Board has appointed M/s. Borad Sanjay B & Associates, Cost Accountants for conducting the audit of cost records of the Company for single segment for the financial year 2022-23 as recommended by the Audit Committee.

In furtherance, Company has re-appointed M/s. Borad Sanjay B & Associates, Cost Accountants for the year 2023-24 at a remuneration of Rs. 35,000/- and As required underSection-148 and Rule 14 of the Companies [Audit and Auditors] Rules, 2014, Necessary resolution for ratification of payment of remuneration to the said Cost Auditors forms part of the Notice of the ensuing Annual General Meeting

D. INTERNAL AUDITORS:

Mr. Vishal B. Mehta has been appointed by the Board of Directors at their meeting held on July 7, 2023, as Internal Auditors of the Company for the financial 2023-24 w.e.f July 8, 2023 upon resignation of Mr. Vishal Kadia as an internal auditor of the Company with effect from July 7, 2023 due to his preoccupation in other assignments.

COMPLIANCE WITH SECRETARIAL STANDARDS

We, the Directors of the Company, hereby state the Company has complied all applicable Secretarial Standards to the applicable extend.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at https://www.macpowercnc.com/investor/annual-return.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section and forms a part of this Report.

CORPORATE GOVERNANCE REPORT

Your directors reaffirm their continued commitment to good corporate governance practices. During the year under review, your company was in compliance with the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, relating to Corporate Governance.

The Report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report. The requisite certificate on Corporate Governance availed from M/s. K. P. Rachchh & co. Practicing Company Secretaries, confirming compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report on Corporate Governance presented in a separate section and forms a part of this Report

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules thereunder. The said policy is uploaded on the website of the Company at https://macpowercnc.com/albums/investor doc/POLICYONSEXUALHARASSMENTATWORKPLACE.pdf

There have been no complains related sexual harassment reported during the year under review.

INSURANCE

The assets of the company including buildings, plant & machinery, stocks, etc. wherever necessary and to the extent required have been adequately insured against various risks.

SEGMENT REPORTING

The Company is engaged in the business of manufacturing of CNC Turning Centres, Vertical Machining Centres [VMC], Horizontal Machining Centres [HMC], Cylindrical Grinder, Vertical Turret Lathe [VTL], Turn Mill Centres, Drill Tap Centre [DTC], Twin Spindle Turning & VMC along with robotic automation solutions. Considering the nature of the Business and Financial Reporting of the Company, the segment reporting is not applicable to company as your companys business in single segment.

HUMAN RESOURCE DEVELOPMENT

Your Company continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential.

The Companys relation with human resource continued to be cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, Lock out or another issues related to Human Resources.

GENERAL

The Board of Directors confirms that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the FY23:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares or Stock options) to employees of the Company;

3. non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

4. Material or serious instances of fraud falling within the purview of Section 143(12) of the Act and Rules made there under.

ACKNOWLEDGMENTS

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the work family. Stakeholders support is also acknowledged by the Management of the Company.

Place: Metoda, Rajkot For and on behalf the Board of

Date: 11th August, 2023

MACPOWER CNC MACHINES LIMITED

[Rupesh J. Mehta] Chairman & Managing Director DIN: 01474523

ANNEXURE -1

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration (Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Name of Director/KMP

Designation Ratio to median

remuneration

[annually]

Rupesh J. Mehta

MD 24.80x

Nikesh J. Mehta

WTD & CEO 16.53x

Riya R. Mehta

Non-executive & Woman Director Not applicable as no Remuneration

Rajnikant M. Raja

CFO 6.77x

Kishor Kikani

CS 2.67x

No sitting fees and commission paid to Non-Executive Directors & Independent Directors during the year under review.

b. The percentage increases in the median remuneration of employees in the financial year: 7%

to 9%.

c. The number of permanent employees on the rolls of the company: 554

d. The explanation on the relationship between average increase in remuneration and Company performance: The average increase in the managerial remuneration for the F.Y 2022-23 is 8% to 12% and the average increase in the salary of employees other than managerial personnel for the FY 2022-23 is upto 6 to 10%.

On an average, employees received an annual increase of upto 7%. The individual increments varied from 3% to 31% based on individual performance.

In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individuals performance.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NA

f. Affirmation: The Company affirms that the remuneration of the Director and the employees of the CompanyareaspertheremunerationpolicyoftheCompany.

The Statement of particulars of employees under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not provided with as during the financial year under review, no employee of the Company including Managing Director was in receipt of remuneration in excess of the limits set out in the said rules.

Place: Metoda, Rajkot Date: 11th August, 2023

For and on behalf of the Board of MACPOWER CNC MACHINES LIMITED

[Rupesh J. Mehta] Chairman &Managing Director DIN: 01474523

ANNEXURE- 2 FORM NO. AOC-2

[Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the

Companies(Accounts)Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: NOT

APPLICABLE

2. Details of material contracts or arrangement or transactions at arms length basis:

Name(s) of the related party and nature of relationship:

Nature of contracts/ arrangements /transactions Duration of the contracts/ arrangement/ transactions Salient terms of the

contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board Amount paid as

advances, if any

Modern Machine Tools

[Proprietorship of Mrs. Raxaben Jagdish Mehta] [Relative of Directors]

Purchases [Repair, Parts and Tools/ Machinery]

Ongoing but Approved by Board of Directors Yearly

13,89,993 28.05.2022
Sale

[Repair, Parts and Tools/ Machinery]

1,57,726 28.05.2022

Macpower

Industries

[Proprietorship of Mr. Rupesh. J. Mehta]

[Directors]

Purchases [Repair, Parts and Tools/ Machinery]

Ongoing but Approved by Board of Directors Yearly

9,95,330 28.05.2022
Sale

[Repair, Parts and Tools/ Machinery]

36,747 28.05.2022

Place: Metoda, Rajkot For and on behalf of the Board of

Date: 11th August, 2023 MACPOWER CNC MACHINES LIMITED

[Rupesh J. Mehta] Chairman &Managing Director DIN: 01474523

CORPORATE SOCIAL RESPONSIBILITY REPORT

1. Brief outline on CSR Policy of the Company:

The company considers itself as Responsible Corporate and as a Responsible Corporate, Companys Philosophy is not just to abide by the Legal Laws but actively contribute to the social, environmental and economic development of the society in which company operates.

2. Composition of CSR Committee:

Sl. No. Name of Director

Designation / Nature of Directors hip Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

1. Mr. Rajubhai Bhanderi

Chairman of the Committee & ID 1 1

2. Mr. Rupesh Mehta

Member of the Committee & MD 1 1

3. Mr. Nikesh Mehta

Member of the Committee & CEO and WTD 1 1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

The Company has framed a CSR Policy in compliance with the provisions of Section 135 of the Companies Act, 2013 and the same is placed on the website of the Company and the web links for the same are as under:

a) CSR Committee: https://www.macpowercnc.com/investor/Board-committee-details/

b) CSR Policy:

https://www.macpowercnc.com/albums/investor doc/CorporateSocialResponsibilitvpolicv.pdf

c) CSR projects approved by the Board:

https://www.macpowercnc.com/albums/investor doc/CSRprojectsapprovedbytheBoardforFY 2022-23.pdf

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. (a) Average net profit of the company as per section 135(5): 9,73,56,882/-

(b) Two percent of average net profit of the company as per section 135(5): 19,47,138/-

(c) Surplus arising out of the CSR projects or programmers or activities of the previous financial years: Not Applicable

(d) Amount required to be set off for the financial year, if any: Not Applicable

(e) Total CSR obligation for the financial year (7a+7b- 7c): 19,47,138/-

6. (a) CSR amount spent or unspent for the financial year:

Total Amount Spent for the Financial Year.

(in Rs.)

Amount Unspent (in Rs.)

Total Amount transferred to Unspent CSR Account as per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).

Amount. Date of transfer. Name of the Fund Amount Date of transfer.

19,52,000/ -

NIL

(b) Details of CSR amount spent against ongoing projects for the financial year: Nil

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(1) (2)

(3) (4)

(5)

(6) (7)

(8)

Sl. No. Name of the Project

Item from the list of activities in schedule VII to the Act.

Local

area

(Yes/

No).

Location of the project.

Amount spent for the project (in Rs.).

Mo de of implementation on Direct (Yes/No).

Mode of implementation Through implementing agency.

State. District Name. CSR

Registration number.

1. Promoting health care

I YES Gujarat Rajkot 2,52,000 No Shree Giriraj Foundation CSR00012034

2. Gaushala maintenance & cattle Welfare

iv YES Gujarat Rajkot 17,00,000 No Yashonandan

Girgay

Gaushala Trust

CSR00023992

TOTAL

19,52,000

(d) Amount spent in Administrative Overheads: NIL

(e) Amount spent on Impact Assessment, if applicable: Not Applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): 19,52,000/-

(g) Excess amount for set off, if any

Sl. No . Particular

Amount (in Rs.)

(i) Two percent of average net profit of the company as per section 135 (5)

19,47,138

(ii) Total amount spent for the Financial Year

19,52,000

(iij) Excess amount spent for the financial year [(ii)-(i)]

4,862

(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years , if any

Nil

(v) Amount available for set off in succeeding financial years [(iii)-(iv)]

4,862

7. Details of Unspent CSR amount for the preceding three financial years: Nil

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (Asset-wise details): Not Applicable

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

Sd/-

Rupesh Mehta

Chairman and Managing Director DIN: 01474523

Sd/-

Rajubhai Bhanderi Chairman - CSR Committee DIN:07986563

Date: 11th August, 2023 Place: Metoda, Rajkot

CONSERVATION OF ENERGY, RESERARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EARNING & OUTGO

A. CONSERVATION OF ENERGY:

1. The steps taken or impact on conservation of energy: 200KW Solar Plant was installed during the FY2020-21.

• Installation of solar plant is companys one step towards self-reliance for captive power consumption

• Solar Plant installation will help to reduce carbon footprint which leads to prevent greenhouse effects.

2. The steps taken by the company for utilizing alternate sources of energy: Solar Plant installation

3. The capital investment on energy conservation equipments: Nil

TOTAL ENERGY CONSUMPTION

A. Power & Fuel Consumption

Particulars

2022-23 2021-22

a) Electricity

Purchased (KWH)(Units)

10,32,273 8,95,140

Total Amount

91,41,153 66,98,344

Average Rate Rs.

8.86 .48

b) Coal

N.A. N.A.

Quantity (MT)

Total Amount (Rs. In Lakhs)

Average Rate Rs.

c) Furnace Oil

N.A. N.A.

Quantity (MT)

Total Amount (Rs. In Lakhs)

Average Rate Rs.

d) Solar Energy

Generated (Units) during the year

2,40,000 2,54,000

B. Consumption for Unit of Production

Particulars

2022-23 2021-22

Production (Nos)

1047 1046

Consumption per unit [Electricity (KWH)& Solar (Units)]

1215.16 1098.60

B. TECHNOLOGY ABSORPTION -

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the year under reference) -

a) Details of the technology imported;

b) The year of import;

c) Whether the technology has been fully absorbed and if not, areas where absorption has not taken place, and the reasons thereof: No technology Imported in last three years

(iv) the expenditure incurred on Research and Development : NIL

C. FOREIGN EXCHANGE EARNING AND OUTGO:

(i) Total foreign Exchange Earnings during the year: NIL

(ii) Total foreign Exchange outgo (FOB): INR 17,39,90,143/-

Place: Metoda, Rajkot For and on behalf of the Board of

Date: 11th August, 2023 MACPOWER CNC MACHINES LIMITED

[Rupesh J. Mehta] Chairman & Managing Director DIN: 01474523

ANNEXURE- 5

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

MACPOWER CNC MACHINES LIMITED

(CIN: L30009GJ2003PLC043419)

Plot No. 2234, Nr. Kranti Gate, GIDC Metoda,

Tal. Lodhika, Dist. Rajkot- 360021

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MACPOWER CNC MACHINES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023,has generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by MACPOWER CNC MACHINES LIMITED ("the Company") for the financial year ended on 31st March, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder and further amendments thereto and as per applicability to the company;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA), Securities Contracts (Regulation) Amendment Act, 2007 and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, transfer and transmission of shares;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereto;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable during the Audit period.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,2021; Not Applicable during the Audit period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; Not Applicable during the Audit period.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client. Not applicable during the Audit period.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; Not Applicable during the Audit period and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the Audit period.

(vi) The Company has identified the following laws as specifically applicable to the Company:

1. Explosive Act, 1884

We have also examined compliance with the applicable clauses of the following:

(I) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereto entered into by the Company with National Stock Exchange of India Limited and Compliances to be made as per SEBI (Listing of Obligations and Disclosure Requirement) Regulations, 2015 were complied within the time prescribed under the SEBI (Listing of Obligations and Disclosure Requirement) Regulations, 2015. except for the following one time non compliance /delayed compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015 related to Disclosures of Related Party Transactions for the half year ended on 31st March, 2022:

Company has Submitted Disclosures of Related Party Transactions under Regulation 23(9) of SEBI (LODR) Regulations, 2015 on 17th June, 2022 and date of publication of financial result was 28th May, 2022 and accordingly submitted late by four (4) days and In respect thereto, NSE has levied fine of Rs. 20,000 + GST Total amount Rs. 23,600 as per SEBI Circular No. SEBI /HO / CFD /CMD /CIR / P / 2020/12 Dated January 22, 2020 (Referred to as SOP Circular) and Company has paid fine amount of Rs. 21,600/- after deducting TDS of Rs. 2000/- within the given time period.

During the period under review, apart from above mentioned noncompliance /delayed compliance, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Further, re-appointment of Managing Director, Whole Time Director and of Independent directors for second term of five (5) years were made in due compliance with the provisions of the Companies Act, 2013.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and through circular resolutions and at Committee Meetings have been carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be. There were no dissenting views on any matter.

We further report that based on review of compliance mechanism established by the Company and on the basis of the Management representation letter, we are of the opinion that the management has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines.

For: K. P. Rachchh & Co.

Company Secretaries

Place : Rajkot

Date :11/08/2023

UDIN: F005156E000787146

Kalpesh P. Rachchh Proprietor FCS No. : 5156 C P No.: 3974

Peer Review Certificate No.:737/2020

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

ANNEXURE TO SECRETARIAL AUDIT REPORT

To,

The Members,

MACPOWER CNC MACHINES LIMITED

(CIN: L30009GJ2003PLC043419)

Plot No. 2234, Nr. Kranti Gate, GIDC Metoda,

Tal. Lodhika, Dist. Rajkot- 360021

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records.

We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For: K. P. Rachchh & Co.

Company Secretaries

Place : Rajkot

Date :11/08/2023 Kalpesh P. Rachchh

UDIN: F005156E000787146 Proprietor

FCS No. : 5156 C P No.: 3974

Peer Review Certificate No.:737/2020