Mahaalaxmi Texpro Ltd Directors Report

To,

The Members,

Abhishek Corporation Limited

Your directors are pleased to present the 31st Annual Report on the operational and business performance of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

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

(Rs. In Lakhs)

Particulars	CURRENT YEAR 2023-24	PREVIOUS YEAR 2022-23
Total income	979.91	1683.62
Profit/loss before Depreciation & Amortization Expenses, Finance Cost and Tax	(351.65)	(537.08)
Less: Depreciation & Amortization Expenses	329.30	1162.22
Profit/loss before Finance Cost, Exceptional items and Tax expenses	(680.95)	(1699.30)
Less: Finance Cost	165.00	0
Profit/ loss before Exceptional items and Tax expenses	(845.94)	(1699.30)
Less: Exceptional Items	91366.01	0
Profit/loss before Tax expenses	90520.06	(1699.30)
Less: Tax Expenses	0.00	0
Profit/loss for the year	90520.06	(1699.30)
Other Comprehensive Income	155.32	52.90
Total Comprehensive Income	90675.38	(1646.40)
Balance of Profit /loss for earlier year	(98552.00)	(96852.70)
Balance carried forward	(8031.94)	(98552.00)

The performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report (forming part of the Annual Report)

PROCEEDINGS OF LIQUIDATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (IBC) READ WITH INSOLVENCY AND BANKRUPTCY BOARD OF INDIA(IBBI) (LIQUIDATION PROCESS) REGULATIONS, 2016

A. Stay on auction process of Corporate Debtor was vacated by the order of Honble High Court, Bombay on 25th April, 2023 and the auction process along with the liquidation process was taken ahead by the liquidator in consultation with the stakeholders.

B. The auction of the company as going concern was successfully completed by the liquidator vide an e-auction dated 13th September, 2023.During the liquidation process Mahaalaxmi Textile being Successful Bidder had taken over the company as Going Concern.

C. Further, certain reliefs & concessions as sought by the successful bidder i.e. Mahaalaxmi Textile were granted by Honble NCLT, Mumbai vide order dated 25th January,2024.

D. Sale certificate dated 11th March ,2024 along with acquisition plan was issued by the liquidator. Based on the acquisition plan as annexed with sale certificate, several corporate actions were proposed by Mahaalaxmi Textile in acquisition plan including Cancellation of shares of previous promoters, cancellation of 97.50% paid up capital of the public shareholders and allotment of new shares to representative of Mahaalaxmi Textile and its nominees. The said corporate actions are still in process before CDSL, NSDL, BSE and NSE.

REVIEW OF OPERATIONS

During the year under review the turnover of the company is Rs. 979.91 Lakhs which was Rs. 1683.62 Lakhs in previous year. Under Utilization of capacity accompanied lower margins have resulted into the Loss of Rs. 845.94 Lakhs as against the net loss of 1699.30 Lakhs in previous year. The substantial portion of loss is due the provision of depreciation which is owing to the fact that major portion of Companys unit is not operational.

The Company was undergoing Insolvency Proceedings for the past several years. During the current year under consideration the company was sold in an e-auction conducted by the Liquidator "As a Going Concern" Consequent to the said e-auction the successful bidder paid the requisite bid amount and approached the Hon. National Company Law Tribunal (NCLT) for seeking various relief. Accordingly vide order dated 25.01.2024, the Hon. NCLT was pleased to pass an order granting the reliefs. Pursuant to the said order the liabilities of the companies apart from those settled by the liquidator according to Section 53, shall stand extinguished. The Company has thereby written back several liabilities and also written off certain assets, which have been treated as "Exceptional Items" in the books of accounts thereby the profit after Exceptional Items Rs. 90520.06 (Loss of Rs. 1699.30 in Previous Year)

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business activities of the Company during the financial year under review.

DIVIDEND

In view of the operational losses incurred by the Company and the liquidation proceedings under IBC, the Board of Directors of the Company has not recommended any dividend for the financial year under review.

RESERVES

As the Company has incurred operational losses during the year, no amount has been transferred to Reserves TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS/ SHARES TO IEPF During the year, the Company was not required to transfer any unclaimed dividends / Shares to IEPF DIRECTORS & KEY MANAGERIAL PERSONNEL

Due to sad demise of Mr. Anasaheb Mohite, Chairman & Managing Director, it was required to fill the vacancy of the post. Hence with recommendation, the board had appointed Mr. Anant Bhide as a Managing Director of the company w.e.f. 27th July, 2023.

Pursuant to the liquidation proceedings under the Insolvency and Bankruptcy Code 2016, the charge of the company was handed over to the successful bidder and hence necessitating the reformation of the entire board and various committees of the Company (Corporate Debtor). Pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, as per the recommendations of the successful bidder and with the consent of the liquidator, the new directors along with Chief Financial Officer were appointed with immediate effect i.e. 15th March, 2024 on the Board of the company. Pertinent to the new management taking over the company, all the previous directors and CFO had resigned.

Hence Mr. Deepak C. Choudhari Chairman & Managing Director, Mrs. Madhubala D. Choudhari Non-Executive Director, Mr. Dhruv N. Jain Independent Director, Mr. Veerendra M. Mane Independent Director, Mr. Mandar D. Jadhav Independent Director, Mr. Tausif G. Solapure Independent Director and Shrenik Chaudhari Chief Financial Officer appointed w.e.f. 15th March,2024

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Madhubala D. Choudhari, Non-Executive Non-Independent Director of the Company (DIN: 08180531), retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment and your Board recommends for her re-appointment.

Brief resume of Director proposed to be appointed is given in the Notice convening 31st Annual General Meeting in pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 were Mr. Deepak C. Choudhari, Chairperson & Managing Director, Mr. Shrenik D. Choudhari, Chief Financial Officer and Mrs. Nasima A. Kagadi, Company Secretary.

PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits from the public and there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

INDUSTRIAL RELATIONS

During the year, industrial relations have been cordial.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company www.abhishekcorporation.com

LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on BSE Limited & National Stock Exchange of India Limited (NSE). Due to financial crunches faced by the company, listing fees has not been paid for the financial year.

MEETINGS OF THE BOARD

During the financial year under review, eight (8) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between these Meetings was within the period prescribed under the Companies Act, 2013 and Regulations 17 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Detail of dates are mentioned in Corporate Governance Report, part of annual report.

SUBSIDIARIES

During the year under review, Company does not have any subsidiaries or joint ventures or associate companies as defined under the Act. However, the Company has framed a policy for determining material subsidiaries, which can be accessed at web-link http://www.abhishekcorporation.com/disclosure/policy-for-determining-material-subsidiaries.pdf

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st March, 2024 and state that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) Accounting policies have been selected and applied consistently and judgments and estimates made 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 and loss of the Company for the year under review;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis,

e) Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations and on recommendation of Nomination and Remuneration Committee, the Board of Directors have adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy has been placed on the website of the Company and is available on http://www.abhishekcorporation.com/disclosure/Remuneration%20Policy.pdf Brief of Remuneration policy is given in Corporate Governance report.

RISKS AND AREA OF CONCERN

The Company has an elaborate risk Management procedure and adopted a systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

A Risk Management Committee is constituted which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise risk management framework; and (b) Overseeing that all the risk that the organization faces.

The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. The details of the Risk Management Policy are available on the Companys website http://www.abhishekcorporation.com/disclosure/Risk%20Management%20Policy.pdf

REPORTING OF FRAUDS

No frauds were reported by the Auditors under Sub-Section 12 of Section 143 of the Companies Act, 2013 read with the Rules made there under.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DECLAIMERS MADE BY THE AUDITORS

Explanation or Comments on Qualification, reservations or adverse remarks or declaimers made by Auditors in Statutory Audit Report are enclosed as Annexure I.

Explanation or Comments on Qualification, reservations or adverse remarks or declaimers made by Secretarial Auditors in Secretarial Audit Report are enclosed as Annexure I.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is not falling under any of applicability criterias of CSR as mentioned under the Provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, therefore it is not mandatory for the company to form Corporate Social Responsibility (CSR) Committee and a Policy on Corporate Social Responsibility.

COST AUDIT AND RECORDS

It is not mandatory for the company to maintain cost audit and records.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATED AND THE DATE OF THE REPORT

Except the changes occurred during and subsequent to the financial year 2023-24, relating to liquidation process as stated herein above, there are no any material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company has not provided any loans, guarantees, security under any Section 186 of the Companies Act, 2013 during the year under review. The Company has not made any investment during the financial year 2023-24.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, the Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SUSPENSION OF SECURITY TRADING

Trading of Shares is suspended in BSE Ltd and National Stock Exchange of India Limited due to non-submission of some quarterly compliance and non-payment of listing fees.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year 2023-24. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

Except orders under IBC Code 2016, there are no significant material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its future operations for this year.

SHARE CAPITAL

There was no change in capital structure of the Company during the year under review. As on 31st March, 2024, the paid-up equity share capital is Rs. 16, 00, 84,620 comprising of 1, 60, 08,462 Equity shares of Face Value of 10/- each. During the financial year 2023-24, Company has not issued any equity shares with differential rights as to dividends, voting or otherwise, or any convertible securities, warrants or Sweat Equity shares. The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

Further, in accordance with acquisition plan provided to the Resp. Liquidator and Hon. NCLT, several corporate actions were proposed by Mahaalaxmi Textile (successful bidder) for effectuating the acquisition of the corporate debtor including the Cancellation of shares of previous promoters, reduction and consolidation of 97.50% paid up capital of the public shareholders and allotment of new shares to representatives of Mahaalaxmi Textile. The said corporate actions are still in process at CDSL, NSDL, BSE and NSE.

AUDIT COMMITTEE AND ITS COMPOSITION

The Audit Committee is duly constituted as per the provisions of Section 177 of Companies Act 2013 and Regulations 18 of Listing Regulations. The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

WHISTLE BLOWER POLICY

The Company is committed to provide an open, honest and transparent working environment and seeks to eliminate fraudulent activities in its operations. To maintain high level of legal, ethical and moral standards and to provide a gateway for employees to report unethical behavior and actual or suspected frauds, the Company has adopted the Whistleblower Policy / Vigil Mechanism in line with Regulation 22 of the SEBI (LODR) Regulations, 2015. No personnel have been denied access to the Audit Committee. The Whistleblower Policy / Vigil Mechanism broadly covers a detailed process for reporting, handling and investigation of fraudulent activities and providing necessary protection to the employees who report such fraudulent activities / unethical behaviour.

The policy is available on the website of the Company viz http://www.abhishekcorporation.com/vigil%20machanism%20policy.pdf No complaints, issues or concerns were received by the Company under Code of Conduct and Whistle Blower Policy during FY 2023-24.

STATUTORY AUDITOR

In accordance with Section 139 of the Companies Act, 2013, the Members of the Company in its 28th Annual General Meeting, held on 30th September, 2021 have appointed M/S ARNA Associates, Chartered Accountants, Kolhapur (Registration No.122293W) as the Statutory Auditors of the Company to hold office till the conclusion of the 33rd Annual General Meeting of the Company. The provisions relating to ratification of the appointment of the Statutory Auditors has been removed vide Companies Amendment Act, 2017.

However, the Statutory Auditors have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditor.

SECRETARIAL AUDITOR AND SECRETARIAL REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 29th May 2023 has appointed M/s Shrenik Nagaonkar & Associates, Practicing Company Secretaries, Kolhapur to conduct a secretarial audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit carried out for the financial year 2023-24 is annexed herewith as Annexure- II

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies (Accounts) Rules, 2014, the board on recommendation of the Audit committee, reappointed Mr. Nilesh R. Kothari, Chartered Accountant, Kolhapur as the Internal Auditor of the Company. The Management regularly reviews the findings of the Internal Auditor and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditor.

INTERNAL FINANCIAL CONTROL

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations & corrective action suggested are presented to the Audit Committee.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate issued by the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEE

Pursuant to provisions of Section 197 (12) of Companies Act, 2013 read with the rule 5(1) of the Companies (Appointment & Remuneration of Managerial personnel) rules 2014, details of ratio of remuneration of director to the median employees remunerations are appended to this report as Annexure III. Due to Liquidation process none of the Directors were paid any remuneration.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The company has complied with all the mandatory applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) along with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of this Annual Report.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION / RESEARCH & DEVELOPMENT

The disclosure of particulars with respect to Conservation of Energy, Technology Absorption and 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, 2014 for the year ended 31st March, 2024 are provided under Annexure IV to this Directors Report.

COMMITTEES OF THE BOARD

The Company has duly constituted the Committees as required under the Companies Act, 2013 read with applicable Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

At present following are the Committees of the Board;

- Audit Committee

- Stakeholders Relationship Committee

- Nomination and Remuneration Committee

- Risk Management Committee

The details of composition of each Committee, terms of the reference and number of meetings held during the year under review are given in the Corporate Governance Report, annexed to this report.

Pursuant to SEBI Circular Company is not required to constitute Risk Management Committee but the company have the said committee since last several years and considering the scope and necessity, Board has decided to continue with the same.

PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All contracts/arrangements/transactions entered by the Company during the financial year with related Parties were in ordinary course of business and on arms length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as in Form AOC - 2 being enclosed as Annexure V to this report.

In terms of Section 188 Companies Act and Companies (Meeting of board and its powers) Rules, 2014 and further in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 related to the corporate governance, Company has formulated related party policy of the company. The Policy on Related Party Transactions as approved by the Board may be accessed through the following link: http://www.abhishekcorporation.com/disclosure/policy-on-related-party- transactions.pdf

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company always endeavors and provide conductive work environment that is free from discrimination and harassment including sexual harassment. The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on 31st March, 2024.

STATEMENT ON IMPACT OF AUDIT QUALIFICATION

Under SEBI vide circular no. CIR/CFD/CMD/56/2016 Company has submitted Statement on impact of audit qualification with modified opinion for the year 2023-24 to respective stock exchanges. The Statement on Impact of Audit Qualification for Financial Year 2023-24 is appended which forms part of this Directors Report as Annexure VI.PARTICULARS OF EMPLOYEESThe statement containing particulars of employees as required under section 197(12) of Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules has been appended as Annexure VI forming part of this report.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules has been appended as Annexure VII forming part of this report.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A. Issue of equity shares with differential right as to dividend, voting or otherwise.

B. Issue of shares (including sweat equity shares) to employees of the company under any scheme.

C. Neither Managing Director nor Whole Time Directors of the company receive any remuneration or commission from any of its subsidiary.

ACKNOWLEDGEMENT

Your directors express their sincere appreciation for the cooperation and assistance received from Shareholders, Bankers, Financial Institutions, Regulatory Bodies, government Authorities, customers and other business constituents during the year under review.

The Directors express their sincere thanks to the liquidator and stakeholders of the Company for continuous support during the year. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

Date : 3rd September, 2024	By order of the Board of Directors
Place : Kolhapur	For Abhishek Corporation Limited
	Deepak Choudhari
	Managing Director
	(DIN: 03175105)