mahickra chemicals ltd Directors report

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, your company has acquired 45% stake in RCN Specialities Private Limited in April 2022. The said company became an associate of your company. This acquisition was made as part of a strategic plan to increase our companyRs.s presence in the speciality chemicals market. By becoming an associate, RCN Specialities Private Limited now benefits from our companyRs.s resources and expertise, allowing for mutual growth and collaboration in the market.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2023, there has been no change in the CompanyRs.s nature of business.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given, investments made and securities provided, if any, as covered under the provisions of Section 186 of the Act are disclosed in the notes to the financial statements.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of the operations, performance and future prospects of the Company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this Report as Annexure - E.

SHARE CAPITAL STRUCTURE OF THE COMPANY

During the year under review, there has been no change in the Capital Structure of the Company.

a) Authorized Capital:

Rs. 11,00,00,000/- (Rupees Eleven Crore Only) divided into 11,00,000 (Eleven Lakhs) Equity Shares of Rupees 10 /- each.

b) Issued Capital, Subscribed and Paid-up Capital:

Rs. 8,12,21,600/- (Rupees Eight Crore Twelve Lakhs Twenty One Thousand Six Hundred Only) divided into 81,22,160 (Eight One Lakh Twenty Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each.

DIVIDEND

During the year under review, based on the CompanyRs.s performance, the Directors have declared and paid interim dividend of Rs. 0.65/- Per Equity Share of Face Value of Rs. 10/- Each to those members whose names to be appeared on the register of member dated March 03, 2023. In view of declaration of the Interim dividend, your directors do not recommend any final dividend.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Act.

The details of unpaid / unclaimed divided is as under:

Sr. No.	Financial Year	Date of Declaration of Dividend	Dividend per Equity Share (in Rs.)	Due date for transfer unclaimed / unpaid amount to IEPF	Unclaimed Amount as on March 31, 2023 (After TDS deduction)
1.	2022-23	February 23, 2023	0.65/-	March 22, 2030	24,710

DIRECTORSRs. RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(C) of the Act the Board of Directors of the Company confirms that:

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 financial year and of the profit 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 this 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 laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS, BOARD & COMMITTEE MEETINGS AND KEY MANAGERIAL PERSONNEL • BOARD COMPOSITION

The Company has a balanced board with optimum combination of executive and non-executive directors including independent directors, which plays a crucial role in board processes and provides independent judgment on issues of strategy and performance. The board of directors of the Company consist of eminent individuals from diverse fields having experience and expertise in their respective fields. As on March 31,2023, board comprises of 6 (six) directors out of which 3 (three) are executive directors, 3 (Three) are non-executive directors and independent directors. Independent Directors are appointed in compliance with the applicable provisions of the Act, as amended from time to time. The maximum tenure of the independent directors is in compliance with the Act.

None of the directors on the board holds the directorship in more than 20 (twenty) companies and out of them none of the directors holds the directorship in more than 10 (ten) public companies at a time, pursuant to provision of Section 165 of the Act.

The table below gives the composition of the Board and the directorships held by each of the directors of the Company at the end of Financial Year 2022-23:

Name of Director	Category	Date of Appointment	Number of Shares held in the Company
Mr. Miteshkumar C. Gandhi Managing Director (DIN: 02142361)	Promoter Executive	13/11/2017	6,79,528
Mr. Ashishkumar C. Gandhi Whole-Time Director (DIN: 02142344)	Promoter Executive	13/11/2017	17,85,623
Mrs. Komal M. Gandhi Whole-Time Director (DIN: 02137805)	Promoter Executive	13/11/2017	9,33,613
Ms. Vrusha Patel(*) Director (DIN: 07772669)	Non-Executive (Independent)	18/12/2017	-
Mr. Dhanik J. Mehta(^) Director (DIN: 08028156)	Non-Executive (Independent)	18/12/2017	-
Mr. Akhil Shah Sarabhai(n) Director (DIN: 08026138)	Non-Executive (Independent)	18/12/2017	-
Mrs. Amisha Fenil Shah(#) Director (DIN: 09411332)	Non-Executive (Independent)	11/07/2022	-

(*)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

(n)Mr. Akhil Shah Sarabhai had tendered his resignation as a Non-Executive and Independent Director of the Company with effect from July 14, 2023.

(^)Mr. Dhanik Jayeshbhai Mehta had tendered his resignation as a Non-Executive and Independent Director of the Company with effect from July 15, 2023.

As on March 31, 2023, none of the Directors of the Company were related to each other except Mr. Miteshkumar Gandhi, Managing Director, Mr. Ashishkumar Gandhi, Whole-Time Director and Mrs. Komal Gandhi, Whole-Time Director who are related to each other as per the provisions of the Act.

• MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended March 31,2023, 12 (twelve) meetings of board of directors of the Company.

The intervening gap between the Meetings was within the period prescribed under the Act.

The following meetings of the Board of Directors were held during the financial year ended March 31,2023:

Sr. No.	Date of Board Meeting	Name of Directors
		Miteshkumar Gandhi	Ashishkumar Gandhi	Komal Miteshkumar Gandhi	Vrusha Patel(*)	Dhanik Mehta	Akhil Shah	Amisha Fenil Shah(#)
1.	22/04/2022	Yes	Yes	Yes	Yes	Yes	Yes
2.	12/05/2022	Yes	Yes	Yes	Yes	Yes	Yes
3.	30/05/2022	Yes	Yes	Yes	Yes	Yes	Yes
4.	07/07/2022	Yes	Yes	Yes		Yes	Yes
5.	11/07/2022	Yes	Yes	Yes		Yes	Yes
6.	20/07/2022	Yes	Yes	Yes		Yes	Yes	Yes
Rs..	02/09/2022	Yes	Yes	Yes		Yes	Yes	Yes
8.	12/10/2022	Yes	Yes	Yes		Yes	Yes	Yes
9.	02/11/2022	Yes	Yes	Yes		Yes	Yes	Yes
10.	10/11/2022	Yes	Yes	Yes		Yes	Yes	Yes
11.	23/02/2023	No	Yes	Yes		Yes	Yes	Yes
12.	15/03/2023	Yes	Yes	Yes		Yes	Yes	Yes

(*)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05^th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

• CHANGE IN DIRECTORS

During the year under review, Ms. Vrusha Patel (DIN: 07772669), Non-Executive and Independent Director with effect from July 06, 2022 by tendering her resignation from the Board of the Company due to other assignment work reason and the same had intimated to Exchange as well. The Board has accepted resignation of the same at their meeting held on July 07, 2022.

Mrs. Amisha Fenil Shah (DIN: 09411332) was appointed as Additional Directors and designated as Non-Executive and Independent Director of your Company with effect from July 11, 2022. Further, the said appointment was regularized by way of passing special resolution at the 05th Annual General Meeting of the Company held on September 28, 2022. In the opinion of the Board, all the aforesaid Directors possess the integrity, expertise and experience (including proficiency) required for appointment as Independent Directors of the Company.

• APPOINTMENT / RE-APPOINTMENT / RESIGNATION OF DIRECTORS:

At the 3^rd Annual General Meeting of the Company held on September 25, 2020, the shareholders had approved the re-appointment of Mr. Miteshkumar C. Gandhi (DIN: 02142361) as Managing Director, Mr. Ashishkumar C. Gandhi (DIN: 02142344) and Mrs. Komal M. Gandhi (DIN: 02137805) as Whole Time Director of the Company for further period of 3 (three) years till December 19, 2023.

Based on the recommendation of the Nomination and Remuneration Committee, the board of directors have approved the re-appointment of Mr. Miteshkumar C. Gandhi as Managing Director, Mr. Ashishkumar C. Gandhi and Mrs. Komal M. Gandhi as Whole Time Director of the Company, on fresh terms and conditions of reappointment and remuneration effective from December 20, 2023, subject to approval of the shareholders of the Company at the forthcoming AGM. Except Mr. Miteshkumar C. Gandhi, Managing Director of the Company, other directors are liable to retire by rotation. The Board recommends their re-appointment.

After the closure of the financial year, Based on the recommendation of the Nomination and Remuneration Committee. The Board has considered and approved the appointment of Mr. Niren A. Desai (DIN: 10192300) and Mrs. Basari D. Mehta (DIN: 10197176) as an Additional Directors in the category of Non-Executive and Independent Directors of the Company for a consecutive term of 5 (five) years commencing on July 15, 2023, subject to the approval of Members at the forthcoming Annual General Meeting. The Board recommends their appointment.

Mr. Akhil Sarabhai Shah (DIN: 08026138) has tendered his resignation from the position of Non-Executive and Independent Director of the Company with effect from July 14, 2023 due to his ailing health condition. He further confirmed that there is no other material reason

other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations. The Board have accepted his resignation at their meeting held on July 15, 2023.

Mr. Dhanik Jayeshbhai Mehta (DIN: 08028156) has tendered his resignation from the position of NonExecutive and Independent Director of the Company with effect from July 15, 2023 due to pre-occupation of his work and other professional commitments. He further confirmed that there is no other material reason other than stated herein, pursuance to Regulation 30 of the Listing Regulations read with clause 7B of Part A of Schedule III of the Listing Regulations. The Board have accepted his resignation at their meeting held on July 15, 2023.

• RETIREMENT BY ROTATION

Mr. Miteshkumar C. Gandhi (DIN: 02142361) Director of the Company who is liable to retire by rotation pursuant to the provisions of Section.152(6) of the Act and offer himself for reappointment, subject to the approval of the members at the ensuing Annual General Meeting.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from the independent directors of the Company in accordance with Section 149 (Rs.) of the Act confirming that they meet the criteria of independence prescribed under the Act. All the Independent Directors have also confirmed that in terms of Rule 6 (3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent DirectorRs.s database as prescribed under the Act.

In the opinion of the board, there has been no change in the circumstances which may affect their status as independent directors and the board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 (1) of the Act and applicable rules thereunder) to all independent directors on the board.

• DISQUALIFICATIONS OF DIRECTORS

During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Act read with Companies (Appointment and

Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Act and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI letter dated June 14, 2018 and NSE circular dated June 20, 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

• KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the following persons are to be Key Managerial Personnel of the company;

a. Mr. Miteshkumar Champaklal Gandhi, Chairman and Managing Director

b. Mr. Ashishkumar Champaklal Gandhi, Whole-Time Director

c. Mrs. Komal Miteshkumar Gandhi, Whole-Time Director

d. Mr. Kalusinh Chauhan, Chief Financial Officer

e. Ms. Sona Bachani, Company Secretary

During the year under review, Ms. Himali Thakkar has resigned from the post of Company Secretary & Compliance Officer of the Company effective from April 21, 2022. The Board of Directors has appointed Ms. Sona Bachani as a Company Secretary & Compliance Officer of the Company w.e.f. October 12, 2022 who is a Key Managerial Personnel as per Section 203 of the Act. Apart from the said change, there is no other change in the Key Managerial personnel of the Company during the year under review.

• MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on February 23, 2023 inter alia, to discuss:

> Review of the performance of the Non- Independent Directors and the Board of Directors as a whole.

> Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

> Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

• FAMILARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

Your company has put in place a rigorous familiarization program for independent directors in an effort to give them the information, exposure, and understanding they need to carry out their duties well. The program includes thorough deployment, regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. We work to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

• COMMITTEES OF THE BOARD

The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.

1. AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act and Regulation 18 of Listing Regulations.

During the year under review, seven meetings of the Audit Committee were held i.e. on May 12 2022, May 30 2022, July 20 2022, September 02 2022, November 02 2022, November 10 2022, March 15 2023. The intervening gap between two meetings did not exceed one hundred and twenty days.

The details of the Audit Committee meetings attended by its members during FY 2022-23 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2022-23		Percentage of attendance
			Held	Attended
1.	Mr. Dhanik Mehta	Chairman, Non-Executive Independent Director	Rs.	Rs.	100%
2.	Mr. Akhil Sarabhai	Member, Non-Executive Independent Director	Rs.	Rs.	100%
3.	Ms. Vrusha Patel(*)	Member, Non-Executive Independent Director	Rs.	2	28%
4.	Mrs. Amisha Shah(#)	Member, Non-Executive Independent Director	Rs.	4	57%

(*)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

The committee was further reconstituted with effect from July 11,2022.

The Chief Financial Officer was invited to attend the audit committee meetings. The Company Secretary of the Company acts as Secretary of the Committee. The Board of Directors has taken note of and accepted the observations and recommendations made by the Audit Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Regulation 19 of Listing Regulations and Section 178 of the Act.

During the year under review, five meetings of the Nomination and Remuneration Committee were held i.e. on April 22 2022, July 07 2022, July 11 2022, September 02 2022, October 12 2022.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2022-23 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2022-23		Percentage of attendance
			Held	Attended
1.	Mr. Dhanik Mehta	Chairman, Non-Executive Independent Director	5	5	100%
2.	Mr. Akhil Sarabhai	Member, Non-Executive Independent Director	5	5	100%
3.	Ms. Vrusha Patel(*)	Member, Non-Executive Independent Director	5	1	20%
4.	Mrs. Amisha Shah(#)	Member, Non-Executive Independent Director	5	2	40%

(*)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent

Director of the Company at the Board Meeting dated July 11, 2022. Subsequently in the 05th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

The committee was further reconstituted with effect from July 11,2022.

The Company Secretary of the Company acts as Secretary of the Committee.

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Regulation 20 of Listing Regulations and Section 178(3) of the Act.

During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on February 23 2023.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2022-23 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2022-23		Percentage of attendance
			Held	Attended
1.	Mr. Dhanik Mehta	Chairman, Non-Executive Independent Director	1	1	100%
2.	Mr. Akhil Sarabhai	Member, Non-Executive Independent Director	1	1	100%
3.	Ms. Vrusha Patel(*)	Member, Non-Executive Independent Director	1	0	0%
4.	Mrs. Amisha Shah(#)	Member, Non-Executive Independent Director	1	1	100%

(*)Ms. Vrusha Patel had tendered her resignation as a Non-Executive and Independent Director of the Company with effect from July 06, 2022.

(#)Mrs. Amisha Fenil Shah has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting dated July 11, 2022. Subsequently, in the 05^th Annual General Meeting of the Company, members have approved her regularization by passing a special resolution.

The committee was further reconstituted with effect from July 11,2022.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year under review, the Company has not received any investor complaints from its shareholders. CORPORATE GOVERANCE

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2022-23.

POSTAL BALLOT

During the financial year ended March 31,2023, there are no special resolution was required to be put through postal ballot.

DISCLOSURE UNDER RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and Remuneration) Rules, 2014 have been annexed as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, not applicable to the Company.

EXTRACT OF ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return is uploaded on CompanyRs.s website and can be accessed at www.mahickra.com

AUDITORS:

• STATUTORY AUDITOR

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E), were appointed as the Statutory Auditors of your Company for a term of five years beginning from the conclusion of 1st Annual General Meeting till the conclusion of 06th Annual General Meeting (AGM).

Based on the recommendation of Audit Committee, the Board of Directors has recommended the re-appointment of M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) as the Statutory Auditors of the Company pursuant to Section 139 of the Act, from the conclusion of the 6th Annual General Meeting of the Company till the conclusion of the 11^th Annual General Meeting subject to the approval of the Members in the ensuing Annual General Meeting.

As per the provisions of Section 139 of the Act, they have given their consent for the appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

The Notes to the financial statements referred in the AuditorsRs. Report are self-explanatory. The AuditorsRs.

Report is enclosed with the financial statements forming part of this Annual Report.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

Audit Qualification:

There is a qualification in audit report issued by the Statutory Auditors of the Company pertaining to, the Company has filed an application with Authorised dealer seeking permission to "write off" Export Receivable of Rs. 57.29 lakhs from one of the party. However, such receivable is neither "written off" nor "Provision for Doubtful recovery" is done in the books for the same. The trade receivable and profit (loss) for the year is overstated / understated to the extent of such outstanding.

Reply by Management for above qualification raised by Auditor:

Based on the information provided, the Company has taken necessary steps to write off an export receivable. We had filed necessary documents with the Authorised dealer, but the dealer has not yet initiated or completed the process of writing off the Export Receivable of one party. As a result, the Company is unable to write it off from its books. However, once the dealer completes the process, we will proceed with the write-off.

• SECRETARIAL AUDITOR

Mr. Nayan FI Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. FI No. 23912) Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2022-23 as per Section 204 of the Act, and rules made thereunder.

The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure - D and forms part of this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

• INTERNAL AUDITOR

M/s. Fiyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad are Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditors report their findings on the internal audit of the Company, to the Audit Committee on a

periodic basis. The scope of internal audit is approved by the Audit Committee.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS:

The Board of Directors not appointed Cost Auditor owing to non-applicability to appoint Cost Auditor in your Company specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are not made and maintained.

REPORTING OF FRAUD

In pursuance to the provisions of Section 143(12) of the Act, the Statutory Auditors had not reported any incident of frauds (other than those which are reportable to the Central Government) to the Board of Directors of the Company during the financial year under review.

INTERNAL FINANCIAL CONTROLS & THEIR ADEQUACY

Internal governance structures, which offer checks and balances, have been formally established by your company and include policies, procedures, and guidelines. Internal controls have been maintained by the company in a proper and sufficient manner. In terms of the efficacy and effectiveness of operations, the trustworthiness of financial controls, and adherence to relevant laws and regulations, the system is intended to offer a reasonable level of assurance. When it comes to making financial decisions, the organization is well- structured, and the policy guidelines are clearly defined and well-documented. The overall control mechanism for ensuring that the necessary information related to all operations is reported and is accurate includes structured management information and reporting systems as well as an extensive budgetary control process for all major operational activities.

In order to promote an independent mindset, the company has hired a group of qualified professionals known as internal auditors. These auditors receive proper support from the finance department and carry out operational and system audits in accordance with an audit plan that has been approved by the Audit Committee. As part of their duties, internal auditors evaluate and assess the sufficiency and effectiveness of internal control measures as well as their adherence to policies, plans, and legal requirements. At Audit Committee meetings, the internal audit reports are examined, and management starts taking appropriate action on the recommendations. The Audit Committee also interacts with Internal Auditors and Statutory Auditors of the Company to ensure compliance of various observations made during the conduct of audits and adequacy of various controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the company has complied with the provisions of Secretarial Standards issued by Institute of Company Secretaries of India.

DEPOSITS

During the year under review, The Company has not accepted any deposit during the financial year under review.

There was unsecured loan accepted by the Company from its Directors during the year under review under sub-rule 1 clause (C) sub-clause (viii) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the FY 2022-23 with related parties were in compliance with applicable provisions of the Act and on an armRs.s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel, or other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee as also the Board for approval. The Company has developed a Related Party Transaction Policy for the purpose of identification and monitoring of such transaction. The Related Party Transaction policy is placed on the CompanyRs.s website i.e. www.mahickra.com.

Particulars of Contracts or arrangements with Related Parties referred to in section 188 (1) of the Act, are disclosed in Form AOC-2 as Annexure - C to this Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company during the year under review. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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

It is not applicable to the Company during the year under review, as there exist no Loans/Borrowing from any Bank, Financial Institution, etc. in any form or nature.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year of the Company to which the financial statements relate and the date of signing of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year under review, there are no significant and material orders passed by the regulators/courts or tribunals that could impact the going concern status and operations of the Company in future.

CORPORATE SOCIAL RESPONSIBILITY (Rs.CSRRs.)

The provisions of the Corporate Social Responsibility as contained under section 135 of the Act are not applicable on the Company.

COMPANYRs.S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy was developed by the Board of Directors of your Company in order to ensure compliance with Section 178 of the Act, as well as any other applicable laws. The CompanyRs.s policy on DirectorsRs. appointment and remuneration and other matters as provided in Section 178(3) of the Act is available on the website of the Company at and has been displayed on website www.mahickra.com.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Listing Regulations the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("SEBI PIT Regulations"), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a Rs.Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)Rs. in compliance with the PIT Regulations.

RISK MANAGEMENT

The process of identifying, evaluating, and prioritizing risks is known as risk management. This is preceded by coherent initiatives aimed at minimizing, oversee, and ameliorate (or control) the probability and/or impact of unfortunate events or to maximize opportunities for achievement. The Company has established a thorough risk assessment and minimization process, which is periodically reviewed by the Board. These processes are examined to make sure executive management effectively manages risk using a strictly delineated framework. The company has identified the major risks, and processes and measures for mitigating those risks have been developed in areas like business, project execution, events, financial, human, environmental, and statutory compliance.

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

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore, has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint outstanding / received from any employee during the financial year 2022-

23 and hence, no complaint is pending as on March 31,2023 for redressal.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with Section 177 of the Act and Regulation 22 of the Listing Regulations, your company has implemented a whistleblower policy and created the necessary vigil mechanism for directors and employees to enable the reporting of sincere concerns about improper or unethical behavior without fear of vengeance.

Your companyRs.s vigil mechanism offers sufficient protections against victimization of directors and employees who use it, as well as, in exceptional circumstances, direct access to the chairman of the audit committee. Access to the Chairman of the Audit Committee has never been denied to anyone. The aforementioned policy can be found on your companyRs.s website at www.mahickra.com.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your CompanyRs.s Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

WEBSITE

In compliance with Regulation 46 of Listing Regulations, your company maintains a fully functional website with the domain name www.mahickra.com. The website serves as a comprehensive source of basic information about our company.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached as Annexure - A to this Report.

GREEN INITIATIVES

The Notice of the AGM and the Annual Report 2022-23 are being sent only electronically to Members whose email addresses are registered with the company or depositories in accordance with Regulation 36 of the Listing Regulations. Members may take note that the Notice and Annual Report for 2022-2023 will also be accessible at the website of the Company i.e. www.mahickra.com.

CAUTIONARY STATEMENT

The annual report including those which relate to the directorsRs. report, management discussion and analysis report may contain certain statements on the CompanyRs.s intent expectations or forecasts that appear to be forwardlooking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication, and commitment. The Board places on record its appreciation for the support and co-operation, your Company has been receiving from its suppliers, retailers, dealers and others associated with the Company. The Directors also take this opportunity to thank all its clients, vendors, banks, Government and Regulatory Authorities for their continued support.

For & on behalf of the Board of Directors Mahickra Chemicals Limited

	Miteshkumar Gandhi	Ashishkumar Gandhi
Date: July 15, 2023	Managing Director	Whole-Time Director
Place: Ahmedabad	DIN: 00243783	DIN:05262863