Mahaan Foods Director Discussions


Dear Members,

Your directors are pleased to present the Companys 36th Annual Report and the Companys audited financial statements for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2023, is summarized below:

(INR in Lakhs)

Particulars

STANDALONE
2022-23 2021-22

Revenue & Other Income

114.39 52.17

Profit /(Loss) before exceptional item & Taxes

79.27 20.19

Exceptional Item

0 0

Profit/(Loss) before Tax

79.27 20.19

Taxation

21.22 4.78

Other Comprehensive Income

0 0

Profit/(Loss) after taxes

58.05 15.41

The Company achieved gross turnover including other income of Rs.114.39 Lakhs and posted net profit of Rs.58.05 Lakhs for the financial year ended on 31st March, 2023 as against gross turnover including other income of Rs.52.17 Lakhs and net profit of Rs.15.41 Lakhs in the previous financial year.

Your Companys plans for expansion are affected by lack of financial resources and availability of viable business proposals. Your company is exploring the possibilities of effectuating its business plans, though, facing the challenge to arrange financial resources for the same.

2. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors approved the appointment of Mr. Dharmesh Bhutani as an Independent Director with effect from 09th August, 2022, subject to approval by shareholders of the Company. Subsequently, his appointment as an Independent Director effective from 09th August, 2022 was approved by shareholders of the Company at the Annual General Meeting held on 28th September, 2022 for a period of five years.

Mr. Sanjeev Goyal retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for reappointment.

The first term of Mrs. Manisha Goyal as Independent Director of the Company completed on May 03, 2023. Being eligible and on the recommendations of the Nomination and Remuneration Committee of the Company, the Board of Directors has re-appointed Mrs. Manisha Goyal for further period of five years i.e. from May 04, 2023 to May 03, 2028 subject to approval of shareholders in ensuing Annual General Meeting. The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing her candidature as Independent Director.

The brief profile of Mr. Sanjeev Goyal and Mrs. Manisha Goyal along with details as regards their expertise, other directorships, membership in committees of other companies and shareholding in the Company are annexed as Annexure to the notice of AGM in accordance applicable provisions of SEBI Regulations and the Companies Act, 2013.

The Board has carried out performance evaluation of all its Independent Directors and is of the opinion that all the Independent Directors of the Company are competent and eligible to continue as Independent Directors of the Company.

During the year, Mrs. Rupali Chawla (DIN: 06895504), Independent Director resigned from the Board of Directors of the Company effective from close of business hours of 27th June, 2022 due to her personal reasons.

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Sanjeev Goyal, Managing Director, Mr. Jitender Singh Bisht, Chief Financial Officer and Ms. Ritika Aggarwal, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

Ms. Ritika Aggarwal was appointed as Company Secretary and Compliance Officer of the Company in place of Mrs. Ayushi Vijay with effect from 12th November, 2022. Mrs. Ayushi Vijay ceased to be the Company Secretary and Compliance Officer of the Company with effect from close of business hours on 19th October, 2022.

3. DIVIDEND

No dividend is recommended for the financial year ended 31st March, 2023.

4. DEPOSITS FROM PUBLIC

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. TRANSFER TO RESERVES

No amount is proposed to be carried to any reserves during the period under review.

6. CHANGES IN SHARE CAPITAL

There has been no change in the Authorized and Paid-up share capital of the Company during the year. Your Company has neither issued any equity shares with differential rights nor granted any employees stock options/ sweat equity shares to the Directors, Officers or employees of the Company during the year.

7. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2022-23.

8. ANNUAL RETURN

Pursuant to provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on website of the Company at https://www.mahaanfoods.com/Annual%20Returns.html

9. PARTICULARS OF LOANS, GUARANTEES GIVEN AND INVESTMENTS

The Company neither granted any loan or guarantee nor made any investments in terms of provisions of Section 186 of the Companies Act, 2013.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company.

11. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE

COMPANY

There were no other material changes or commitments affecting the financial position of the Company, which have occurred since the end of financial year.

12. ANNUAL EVALUATION

The Nomination & Remuneration Committee has carried out the annual evaluation of the Board, of each of its Committee and of all individual Directors, as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations.

The Board has also evaluated the performance of the Independent Directors of the company in accordance with the Schedule IV of Companies Act, 2013. In the opinion of Board, all the Independent directors are eligible and competent to continue as Independent directors of the company.

13. SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

14. PREVENTION OF SEXUAL HARASSMENT

Since the number of employees in the company does not exceed 10 (ten), the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable on the Company.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The said Policy is available at link of https://www.mahaanfoods.com/docs/Related%20Party%20Transaction%20Policy.pdf on the companys website at www.mahaanfoods.com

During the year under review, there were no material transactions, as defined under the provisions of ‘Listing Regulations, between the company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing at Note 21 in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as "ANNEXURE-I" and forms an integral part of this report.

16. AUDITORS

A. Statutory Auditors

M/s R C Sharma & Associates, Chartered Accountants (Firm Registration No. 021847N) were appointed as Statutory Auditors of the Company for the period of five years commencing from the conclusion of the 33rd AGM till the conclusion of 38th Annual General Meeting of the Company. They continue to be eligible for holding the position of Auditors in the FY 2023-24.

There is no audit qualification, reservation or adverse remark in their Auditors Report on the financial statements of the Company for the year under review. During the year under report, there were no revisions in the financial statements of the Company. The observations in the Auditors Report on Financial Statements are dealt with the notes to accounts at appropriate places and being self-explanatory, need no further comments.

B. Internal Auditors

Based on the recommendation of the Audit Committee of the Company, the Board of Directors of the Company has appointed M/s NKN & Associates, Chartered Accountants, (FRN 028140N), New Delhi as the Internal Auditors of the company.

C. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Rahul G & Company, Company Secretaries (ACS: 51394 and CP: 20528) to undertake the Secretarial Audit of the company. The report of the secretarial audit is annexed as "ANNEXURE-II". The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks.

17. MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

18. INTERNAL FINANCIAL CONTROLS

Your Company has a proper and adequate system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The internal financial control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Audit Committee periodically reviews the performance of internal audit function and discusses internal audit reports with the Internal Auditor.

19. RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks.

20. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern status of the Company and its future operations.

22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8, of Companies (Accounts) Rules, 2014, is given in "ANNEXURE- III".

23. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the company is not falling under the Top-1000 listed entities, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

24. PARTICULARS OF EMPLOYEES

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "ANNEXURE- IV". There is no disclosure to be made under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

25. REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, The Board has, on the recommendation of the NRC framed a policy on Remuneration of Directors and Senior Management

Employees, which is available on the Companys website at https://www.mahaanfoods.com/docs/Nomination%20and%20Remuneration%20Policy.pdf

The current Remuneration Policy inter-alia ensures that appropriate and suitable members are appointed on the Board of the Company and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks. The Nomination and Remuneration Committee, at its sole discretion, considers the integrity, qualification, expertise and experience of the person for appointment as a Director and then recommends to the Board of his/her appointment.

Executive Director / Managing Director / Whole-time Director: They are paid remuneration as decided and approved by the Board from time to time on recommendation of the Committee. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Companys business relating to the position.

Other Directors: The Company remunerates its non-executive by way of Sitting Fees for attending meetings of the Board and/or any Committee thereof decided by the Board subject to the maximum amount prescribed under the applicable provisions of the Companies Act, 2013. The policy is available at ‘Policies and Code link on Investor page on companys website at www.mahaanfoods.com

26. FRAUDS REPORTED BY THE AUDITORS

None of the auditors Statutory, Secretarial or Internal have reported any incident of fraud to the Audit Committee/Board of Directors, in their respective reports.

27. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

28. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME

OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one-time settlement during the year under review, hence no disclosure is required.

29. NUMBER OF BOARD MEETINGS & ATTENDANCE OF DIRECTORS

During the Financial Year 2022-23, 4 (Four) Board Meetings were held and the gap between two meetings did not exceed 120 days. The Board Meetings were held on 30th May, 2022, 09th August, 2022, 12th November, 2022 and 10th February, 2023 respectively.

Names and Categories of Directors on the Board, their attendance at the Board Meeting and Annual General Meeting and number of Directorships and Committee positions held by them in other companies, as at 31/03/2023, are as given below:

Name of Director

Category

No of Board Meetings attended during the year

Attendance at the last AGM held 28/09/2022

No of Directorship held as on 2023 in companies and Private)

No of Audit/ SRC 31-03- Committee other membership held in (Public other companies as on 31-03-2023 in other companies (Public and Private)
As Chairman As Director As Chairman As Director

Mr. Sanjeev Goyal

Promoter & Chairman cum Managing

04

Present

- 3 - 1
Director

Mrs. Saloni Goyal

Promoter &Director

04

Present

- 1 - -

Mrs. Manisha Goyal

Independent Director

04

Present

- 2 1 -

Mrs. Rupali Chawla*

Independent Director

0

N.A.

N.A. N.A. N.A. N.A.

Mr. Achal Kumar Khaneja

Independent Director

02

Present

- 1 - -

Mr. Dharmesh Bhutani**

Independent

Director

02 Present - 2 - 1

*Due to her personal reasons, Mrs. Rupali Chawla resigned from the Directorship of the Company effective from 27th June, 2022.

** Mr. Dharmesh Bhutani was appointed as an Independent Director of the Company effective from 09th August, 2022.

30. COMMITTEES OF THE BOARD

The Company has constituted the three Committees of the Board: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

A. AUDIT COMMITTEE

Terms of Reference: The Audit Committee provides direction to the audit function in the Company and monitors/reviews the quality of financial management and internal audit. It also oversees the financial reporting process for proper disclosure in the financial statements and recommends appointment, reappointment and removal of the auditors and about fixing their remuneration.

The Committee also reviews the quarterly, half-yearly as well as annual financial statements before the same are submitted to the Board, with particular reference to matters to be included in Directors Responsibility

Statement; changes, if any, in the accounting policies and practices; major accounting entries involving estimates based on exercise of judgment by the management; significant adjustments made in financial statements; compliance with listing and other legal requirements relating to financial statements; disclosure and approval of related party transactions; qualifications, if any, in the draft audit report; etc. It also oversees the working of the Internal Audit system, including the internal control mechanism of the Company.

Composition: The Audit Committee is formed in pursuance to Section 177 of the Companies Act, 2013 and in accordance with Regulation 18 of the Listing Regulations. The Audit Committee of the board comprised of three Independent Directors and one Executive Director.

Meeting and attendance: During the year, 4 (four) Audit Committee meetings were held on 30th May, 2022, 09th August, 2022, 12th November, 2022 and 10th February, 2023, respectively. The details of composition

as on 31st March, 2023 and attendance of the members at the Audit Committee meetings held are as given below:

Category

Held during the Year Attended

Mrs. Manisha Goyal

Independent Director

4 4

Mr. Sanjeev Goyal

Managing Director

4 4

Mrs. Rupali Chawla^

Independent Director

4 0

Mr. Achal Kumar Khaneja

Independent Director

4 2

Mr. Dharmesh Bhutani*

Independent Director

4 2

^ Ceased to be a member of the Committee w.e.f. 27th June, 2022. * Appointed as member of the Committee w.e.f. 08th November, 2022.

The Company Secretary acts as the Secretary to the Audit Committee and is the compliance Officer.

Vigil Mechanism/Whistle-Blower Policy

Your Company has adopted Whistle-Blower Policy that provides a formal vigil mechanism for Directors and Employees to report genuine concerns about the unethical behaviour, actual or suspected frauds of violation of the Companys Code of Conduct or Ethics Policy. The said mechanism also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No personnel have been denied access to the Audit Committee. The policy provides for adequate safeguards against victimisation and all personnel have access to the Audit Committee. The Whistle-Blower Policy is available on the Companys website at https://www.mahaanfoods.com/docs/Whistle%20Blower%20Policy.pdf The Policy is in line with the Companys Code of Conduct, Vision and Values and forms part of good Corporate Governance.

Related Party Transaction Policy

The Company has formulated a Policy on Related Party Transactions as per the requirements of Listing Regulations, which was lastly reviewed and approved by the Board in November 2022.

The relevant Policy can be accessed at link of https://www.mahaanfoods.com/docs/Related%20Party%20Transaction%20Policy.pdf on Companys website at www.mahaanfoods.com.

B. NOMINATION AND REMUNERATION COMMITTEE (NRC)

Terms of Reference inter-alia includes:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;

3. Devise a policy on diversity of the Board of Directors;

4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;

7. Set the relationship of remuneration to performance;

8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;

9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management; 10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans); and 11. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

Constitution: The Nomination and Remuneration Committee (NRC) is constituted pursuant to Section 178 of the Companies Act, 2013, and Regulation 19 of Listing Regulations. The Nomination and Remuneration Committee of the Board comprised of three Independent Directors and One Executive Director.

Meeting and attendance: During the year, 1 (One) Nomination & Remuneration Committee meeting was held on 12th November, 2022. The details of composition as on 31st March, 2023 and attendance of the members at the Committee meeting are as given below:

Name of the Director

Category

Held during the Year No. of Meeting Attended

Mrs. Manisha Goyal

Independent Director

1 1

Mr. Sanjeev Goyal

Managing Director

1 1

Mrs. Rupali Chawla^

Independent Director

1 0

Mr. Achal Kumar Khaneja

Independent Director

1 0

Mr. Dharmesh Bhutani*

Independent Director

1 0

^ Ceased to be a member of the Committee w.e.f. 27th June, 2022. * Appointed as member of the Committee w.e.f. 12th November, 2022.

The Company Secretary acts as the Secretary to the Nomination & Remuneration Committee and is the Compliance Officer.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of Reference:

1. To monitor complaints received by your Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India (SEBI), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by your Company for redressing the same;

2. To approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation, etc. of shares, debentures and other securities;

3. To review the measures taken to reduce the quantum of unclaimed dividend/ interest and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of your Company;

4. To resolve grievances of security holders including complaints related to transfers/transmission of shares, non-receipt of annual report, non-receipt of dividends, issue of new/duplicate certificates, general meetings, etc.;

5. To review measures taken for effective exercise of voting rights by shareholders;

6. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent; and

7. To perform such other acts, deeds, and things as may be delegated to the Committee by the Board from time to time.

Constitution: The Stakeholders Relationship Committee is constituted under compliance of provision of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations. The Stakeholders Relationship Committee of the Board comprised of two Independent Directors, one Executive Director and one Non-Executive Director.

Meeting and attendance: During the year, 3 (Three) Stakeholders Relationship Committee meeting held on 11th April, 2022, 06th August, 2022 and 10th February, 2023. The details of composition as on 31st March, 2023 and attendance of the members at the Stakeholders Relationship Committee meetings held are as given below:

Name of the Director

No. of Meetings

Category

Held during the year Attended

Mrs. Manisha Goyal

Independent Director/ Chairman

1 1

Mrs. Saloni Goyal

Director

1 1

Mr. Sanjeev Goyal

Managing Director

1 1

Mr. Achal Kumar Khaneja

Independent Director

1 1

The Company Secretary acts as the Secretary to the Nomination & Remuneration Committee and is the Compliance Officer.

The details of Shareholders complaints received and disposed- off during the year under review is as follows:

Pending at the beginning of the financial year Nil
Received during the financial year Nil
Disposed-off during the financial year Nil
Pending at the end of the financial year Nil

31. Meeting of Independent Directors:

As per requirement of Regulation 25 of Listing Regulations and provisions of Section 149 read with Schedule IV of Companies Act, 2013, a separate meeting of Independent Directors was also held without the presence of Non-Independent Directors & members of management, on 10th February, 2023, at which three Independent Directors were present.

The Board also confirms that in its opinion, all the independent directors fulfil the applicable conditions of independence as specified in the Listing Regulations and that they are independent of the management of the Company.

Familiarization Programme for Independent Directors:

The Independent Directors are already conversant with their roles, rights, duties and responsibilities in the company, and are familiar with the nature of industry in which the company operates etc. Further, Independent Directors are regularly briefed about the latest updates pertaining to regulatory/statutory changes and its likely impact on the Company workings.

The said familiarization programme for Independent directors, is also available at link of https://www.mahaanfoods.com/docs/Familarisation%20Programme%20for%20Independent%20Directors.p df on the Companys website at www.mahaanfood.com

32. CORPORATE GOVERNANCE

In terms of provision of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliances with the Corporate Governance provisions as specified under regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) and (t) of sub-regulation (2) of regulation 46 and Para-C, D and E of Schedule V are not applicable to the Company as paid-up share capital of the Company is less than Rs.10 crore and net-worth of the Company is less than Rs.25 crores, as on the financial year ended on 31st March, 2023. However, in accordance with provisions of regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has made compliances with the applicable provisions under the Companies Act, 2013.

33. REGISTRAR AND SHARE TRANSFER AGENT

Alankit Assignments Limited

Alankit house,4E/2, Jhandewalan Extension, New Delhi-110055 Phone: 011-42541234 Fax: 011-23552001, E-mail: vijayps1@alankit.com

34. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities of the Company (the Insider Trading Code). The object of the Insider Trading Code is to set framework, rules and procedures, which all concerned should follow, both in letter and spirit, while trading. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the Code) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The Code is available on the Companys website at https://www.mahaanfoods.com/docs/Code%20of%20Practices%20and%20Procedure%20for%20Fair%20Discl osure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf

The policy and the procedures are periodically reviewed and Trading window closure is intimated to all concerned and to the Stock Exchanges in advance. A digital platform is being maintained by the Company, which contains the names and other prescribed particulars of the persons covered under the Insider Trading Code.

35. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part, "ANNEXURE-V" of the Directors Report.

36. INVESTOR EDUCATION AND PROTECTION FUND

No amount was lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund. (IEPF).

37. DISCLOSURE OF AGREEMENT

There are no agreements which are required to be reported in accordance with clause 5A of paragraph A of Part A of Schedule III of these regulations.

38. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that: a) in preparation of the annual accounts, the applicable accounting standards had been followed along with the 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 financial year and of the profit of the Company for the period; c) the directors have 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 preventing and detecting fraud and other irregularities; d) the directors have prepared the annual accounts on a going concern basis; e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating efficiently; and f) the directors have devised the proper systems to ensure compliance with the provisions of all the applicable laws and that such systems were adequate and operating effectively.

39. ACKNOWLEDGEMENT

We take the opportunity to express our deep sense of gratitude to bankers, business associates, consultants and various Government Authorities for their continued guidance and support. The Board also places on record their appreciation of their dedicated efforts put in by employees across all levels in the organization. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed on us.

For and on behalf of the Board

Mahaan Foods Limited

Sd/-

Sanjeev Goyal

Date: June 23, 2023 Chairman cum Managing Director Place: New Delhi (DIN: 00221099)

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Mahaan Foods Limited

M-19, 1st Floor, M- Block Market, Greater Kailash- II, New Delhi-110048

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahaan Foods Limited, (CIN: L15419DL1987PLC350285) (hereinafter called

"the company") for the financial year 31st March, 2023 (the year/ ‘audit period/period under review). 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.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by 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; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) 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, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit Period)

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act):-

a) Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the Audit Period) e) The Securities and Exchange Board of India (Share based employee benefits and sweat equity) Regulations, 2021; (Not applicable to the Company during the Audit Period) f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the company during the Audit Period) g) 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 to the Company during the Audit Period) h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the Audit Period)

We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. The Listing Regulations entered into by the Company with BSE Ltd.

During the period under review the Company has complied completely with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that having regard to compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

a. Food Safety and Standards Act, 2006(FSSAI) , rules and regulations thereunder; b. Food Safety and Standards (Licensing & Registration of food business) Regulations, 2011 c. Food Safety and Standards (Packaging and Labeling) Regulations, 2011

d. The Company is registered with Food Safety and Standards Authority of India vide FSSAI

License No. 10016011003600 (valid upto 01-08-2026)

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated laws.

We further report that the Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, (except in cases where meetings were convened at a shorter notice for which necessary approvals obtained as per applicable provisions) 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 the decisions at Board and Committee Meetings were carried out through unanimous consent as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, 4,00,000 (Four Lakhs) Preference shares were redeemed during the year.

For Rahul G & Company
Company Secretaries
Sd/-
Rahul Gupta
Proprietor
Place: New Delhi ACS: 51394 CP 20528
Date: 23rd June, 2023 UDIN: A051394E000491141
Peer review No.: 2096/2022

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