Mahickra Chemicals Ltd Directors Report

To the Members of Mahickra Chemicals Limited,

The Board of Directors of Mahickra Chemicals Limited ("Mahickra or MCL") is pleased to present the Seventh

Annual Report, along with the financial statements of the Company, for the financial year ended March 31, 2024. A brief summary of the Companys standalone and consolidated performance is given below:

COMPANY PERFORMANCE

Financial Results

The Audited Financial Statements of your Company as of March 31, 2024 have been prepared in accordance with the relevant applicable Accounting Standards, Regulation 33 of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and the applicable of the Companies Act, 2013 ("Act").

(Amount in Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	7191.68	10303.38	7191.68	10303.38
Other Income	227.12	371.39	227.12	371.39
Total Revenue	7410.00	10674.77	7410.00	10674.77
Earnings Before Interest,	294.14	606.04	294.14	606.04
Depreciation and Amortization
Expense and Taxes
Less:- A) Finance Cost	116.38	89.18	116.38	89.18
Less:- B) Depreciation and	27.57	55.44	27.57	55.44
Amortization Expense
Profit / (Loss) before Extra Ordinary	150.27	456.02	150.27	456.02
Items and tax
Add/(Less): Extra-Ordinary Item	-	-	-	-
Profit/(Loss) after Extra Ordinary 150.27		456.02	150.27	456.02
Items and before tax
Total Tax Expense	42.83	127.79	42.84	127.79
Share of Associates Profit	-	-	(0.11)	0.45
Profit / (Loss) After Tax	107.44	328.23	107.32	328.68
Earnings Per Share Basic / Diluted	1.32	4.04	1.32	4.05
(Amount in Rs.)

Performance Review & State of Companys Affairs:

In FY 2023 24, the reactive dye industry faced significantchallenges due to erratic monsoons, high-cost raw material inventory, and fluctuating raw material prices. These factors led to slow inventory liquidation and unfavorable market conditions, both domestically and internationally. Geopolitical issues like the Russia-

Ukraine conflict and high logistics costs further impacted the industry. Low demand, high costs, and working capital pressures created a challenging and volatile business environment throughout the year. The industry had to adapt quickly to survive and thrive.

• Standalone:

During the year under review, the Revenue from operations decreased to Rs. 7191.68 lakhs in

FY 2023-24 from 10,303.38 lakhs in FY 2022-23. The company was impacted by sluggish demand from its 45% stake in RCN Specialities and lower product price realization across markets. The Profit After Tax (PAT) attributable the shareholders in FY 2023-24 was Rs. 107.44 lakhs against Rs. 328.23 lakhs in FY 2022-23. The challenging market conditions, including lower demand and price pressures, were key factors that impacted the companys profitability during the year.

• Consolidated:

Pursuant to the provisions of Section 129 and 134 of the Act read with Rules framed there under and pursuant to Regulation 33 of Listing Regulations, your Company has prepared consolidated financial statements of the Company and its

Associate i.e. RCN Specialities Private Limited

(CIN: U24290GJ2022PTC131058).

During the year under review, the Revenue from operations decreased to Rs. 7191.68 lakhs in

FY 2023-24 from 10,303.38 lakhs in FY 2022-23. The Profit After Tax (PAT) shareholders in FY 2023-24 was Rs. 107.32 lakhs against Rs. 328.68 lakhs in FY 2022-23.

The above data has been extracted from the

Audited Standalone and Consolidated Financial Statements prepared in accordance with the

Generally Accepted Accounting Principles in India (‘Indian GAAP) to comply with the Accounting Standards specified under Section

133 of the Act and the relevant provisions of the

Act, as applicable.

Your directors are hopeful that the performance of the Company will further improve in the coming years.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, your company continued to benefit

Private Limited, acquired in April 2022. This strategic acquisition to has solidified RCN Specialities as an associate company of Mahickra, enabling both entities to capitalize on shared resources and expertise. The ongoing collaboration has strengthened Mahickras presence in the specialty chemicals market, fostering continued mutual growth and expanding market reach. This partnership continues to drive innovation and operational efficiency, reinforcing Mahickras strategic objectives and market leadership.

CHANGE IN NATURE OF BUSINESS

During the financial year ended March 31, 2024, there has been no change in the Companys 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 to the 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 - D.

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 (Eighty-One Lakh Twenty-Two Thousand One Hundred Sixty) Equity Shares of Rupees 10 /- each.

DIVIDEND

During the year, the company has declared and paid an Interim Dividend of Rs. 0.30/- per equity share having face value of Rs. 10/- each for the financial year 2023-24 at a total payout of Rs. 24.36 Lakhs out of the profits of the company The decision to declare an interim dividend reflects the Companys commitment to rewarding its shareholders for their continued support and confidence interim dividend, the Directors have decided not to recommend any final dividend for the year, considering that the interim payout adequately reflects the Companys financial achievements and its strategy to balance shareholder returns with reinvestment for future growth.

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, 2024 (After TDS deduction)
1.	2022-23	February	0.65/-	March 22, 2030	24,710
		23, 2023
2.	2023-24	December	0.30/-	January 14, 2031	11,404
		15, 2023

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance to the provisions of Section 134(3)(c) of the Act, Directors of the Company, to the best of their knowledge and belief with respect to FY 2023-24, state 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 controls are adequate and 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 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

With the right balance of independent, executive, and non-executive members, the board of the company is well-balanced and capable of making independent decisions on matters of performance and strategy. It also plays an indispensable part in board proceedings. The companys board of directors is made up of distinguished people with years of experience and knowledge in their respective industries from a variety of backgrounds. The board possesses 6 (six) directors as of March 31, 2024, 3 (three) of whom act as executive directors, 3 (three) are non-executive and independent directors. 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 Regulation 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 2023-24:

Name of Director	Category	Date of Appointment	Number of Shares held in the Company
Mr. Miteshkumar C. Gandhi	Promoter Executive	13/11/2017	7,17,028
Managing Director
(DIN: 02142361)
Mr. Ashishkumar C. Gandhi	Promoter Executive	13/11/2017	17,85,623
Whole-Time Director
(DIN: 02142344)
Mrs. Komal M. Gandhi	Promoter Executive	13/11/2017	9,56,113
Whole-Time Director
(DIN: 02137805)
Mr. Dhanik J. Mehta(^)	Non-Executive	18/12/2017	-
Director	(Independent)
(DIN: 08028156)
Mr. Akhil Shah Sarabhai(p)	Non-Executive	18/12/2017	-
Director	(Independent)
(DIN: 08026138)
Mrs. Amisha Fenil Shah	Non-Executive	11/07/2022	-
Director	(Independent)
(DIN: 09411332)
Mrs. Basari Mehta($)	Non-Executive	15/07/2023	-
Director	(Independent)
(DIN: 10197176)
Mr. Niren Desai($)	Non-Executive	15/07/2023	-
Director	(Independent)
(DIN: 10192300)

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

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

($) Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06^th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

As on March 31, 2024, 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, 2024, 9 (Nine) 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, 2024:

Sr.	Date of			Name of Directors
No.	Board Meeting	Mitesh Kumar Gandhi	Ashish Kumar Gandhi	Komal Mitesh Kumar Gandhi	Dhanik Mehta (*)	Akhil Shah (#)	Amisha Fenil Shah	Basari Mehta ($)	Niren Desai ($)
1.	29/04/2023	Yes	Yes	Yes	Yes	Yes	Yes
2.	15/05/2023	Yes	Yes	Yes	Yes	No	Yes
3.	24/06/2023	Yes	Yes	Yes	Yes	No	Yes
4.	15/07/2023	Yes	Yes	Yes			Yes
5.	15/09/2023	Yes	Yes	Yes			Yes	Yes	Yes
6.	15/11/2023	Yes	Yes	Yes			Yes	Yes	Yes
7.	15/12/2023	Yes	Yes	Yes			Yes	Yes	Yes
8.	28/12/2023	Yes	Yes	Yes			Yes	Yes	Yes
9.	15/02/2024	Yes	Yes	Yes			Yes	Yes	Yes

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

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

($) Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

• CHANGE IN DIRECTORS

During the year under review,

a) 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 and the same had intimated to Exchange as well. The Board has accepted resignation of the same at their meeting held on July 15, 2023.

b) Mr. Dhanik Jayeshbhai Mehta (DIN: 08028156) has tendered his resignation from the position of Non-Executive 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 and the same had intimated to Exchange as well. The Board has accepted resignation of the same at their meeting held on July 15, 2023.

c) Based on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, Mr. Miteshkumar C. Gandhi (DIN: 02142361) was re-appointed as a Managing Director for a period of 3 years effective December 20, 2023 at the 06th Annual General Meeting held on August 29, 2023 by way of a

Special Resolution.

d) Based on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, Mr. Ashishkumar C. Gandhi (DIN: 02142344) was re-appointed as a Whole-Time Director for a period of 3 years effective December 20, 2023 at the 06th Annual General Meeting held on August 29, 2023 by way of a

Special Resolution.

e) Based on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, Mrs. Komal M. Gandhi (DIN: 02137805) was re-appointed as a Whole-Time Director for a period of 3 years effective December 20, 2023 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

f) Based on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, Mr. Niren Desai (DIN: 10192300) was appointed as a Non-Executive and Independent Director for a period of 5 years effective July 15, 2023 up to July 14, 2028 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

g) Based on the recommendation of the Nomination and Remuneration Committee and Board of

Directors, Mrs. Basari Mehta (DIN: 10197176) was appointed as a Non-Executive and Independent Director for a period of 5 years effective July 15, 2023 up to July 14, 2028 at the 06th Annual General Meeting held on August 29, 2023 by way of a Special Resolution.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board / Committee of the Company.

• RETIREMENT BY ROTATION

As per the provisions of Section 152 of the Act read with Rules made thereunder and as per the

Articles of Association of the Company, and based on the recommendations of the Nomination and Remuneration Committee and Board Mr. Ashishkumar

C. Gandhi (DIN: 02142344) Whole-Time Director of the Company retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking members approval for his re-appointment forms part of Notice of the 07th Annual General

Meeting.

• DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

In accordance with Section 149(6) of the Act, its implementing regulations, and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015, the Independent

Directors have signed declarations attesting to their compliance with the independence requirements.

The IndependentDirectorshavealsoconfirmed that they have complied with the Code for Independent

Directors prescribed in Schedule IV of the Companies

Act, 2013. There has been no change in the circumstances affecting their status of Independent

Directors of the Company. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, as amended from time to time, with respect to their name appearing in the data bank of Independent Directors maintained by The Indian Institute of Corporate Affairs and that they are exempt / have cleared the Online Proficiency

Assessment Test, as applicable.

In the opinion of the Board, all Independent

Directors possess requisite qualifications, expertise, experience (including the proficiency) and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.

• DISQUALIFICATIONS OF DIRECTORS

In compliance with Section 164(2) of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company received Form DIR-8 from each and every Director during the financial year 2023 2024 that is being reviewed. This form certifies that none of the Directors of your Company is disqualified to hold officeas a director under the provisions of Section 164(2) of the Act, nor are they barred from holding the office of a director by any order of the SEBI or any such authority in accordance with 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."

In accordance with the requirements of several Act provisions, the companys directors have disclosed all relevant information.

• KEY MANAGERIAL PERSONNEL

In accordance with the 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. Mitesh Kumar Champaklal Gandhi, Chairman and Managing Director b. Mr. Ashish Kumar Champaklal Gandhi, Whole-

Time Director c. Mrs. Komal Mitesh Kumar Gandhi, Whole-Time

Director d. Mr. Kalusinh Chauhan, Chief Financial Officer e. Ms. Sona Bachani, Company Secretary

During the year under review, there is no other change in the Key Managerial personnel of the Company.

• MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on February 15, 2024. inter alia, to discuss:

l Review of the performance of the Non-

Independent Directors and the Board of Directors as a whole. l Review the performance of the Chairman of the

Company, taking into the account of the views of the Executive and Non- Executive Directors. l 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 15 2023, July 13 2023, September 15 2023, November 15 2023, December 15 2023, February 15 2024. 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 2023-24 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta(#)	Chairperson, Non Executive	6	4	66.67%
		Independent Director
2.	Mr. Niren Desai(#)	Member, Non Executive	6	4	66.67%
		Independent Director
3.	Mrs. Amisha Shah	Member, Non Executive	6	6	100%
		Independent Director
4.	Mr. Dhanik Mehta(@)	Chairman, Non Executive	6	2	33.33%
		Independent Director
5.	Mr. Akhil Sarabhai($)	Member, Non Executive	6	2	33.33%
		Independent Director

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

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

(#) Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

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 July 13 2023 and December 28 2023.

The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2023-24 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta(#)	Chairperson, Non Executive	2	1	50%
		Independent Director
2.	Mr. Niren Desai(#)	Member, Non Executive	2	1	50%
		Independent Director
3.	Mrs. Amisha Shah	Member, Non Executive	2	2	100%
		Independent Director
4.	Mr. Dhanik Mehta(@)	Chairman, Non Executive	2	1	50%
		Independent Director
5.	Mr. Akhil Sarabhai($)	Member, Non Executive	2	1	50%
		Independent Director

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

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

(#) Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

The committee was further reconstituted with effect from July 15, 2023.

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 November 15 2023.

The details of the Stakeholder Relationship Committee Meeting attended by its members during FY 2023-24 are given below:

Sr. No.	Name of Director	Category / Nature of Directorship	Number of Meetings held during the FY 2023-24		Percentage of attendance
			Held	Attended
1.	Mrs. Basari Mehta(#)	Chairperson, Non Executive	1	1	100%
		Independent Director
2.	Mr. Niren Desai(#)	Member, Non Executive	1	1	100%
		Independent Director
3.	Mrs. Amisha Shah	Member, Non Executive	1	1	100%
		Independent Director
4.	Mr. Dhanik Mehta(@)	Chairman, Non Executive	1	0	0%
		Independent Director
5.	Mr. Akhil Sarabhai($)	Member, Non Executive	1	0	0%
		Independent Director

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

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

(#) Mrs. Basari Mehta and Mr. Niren Desai has been appointed as an Additional Director in the category of Non- Executive and Independent Director of the Company at the Board Meeting held on July 15, 2023. Subsequently, in the 06th Annual General Meeting of the Company, members have approved their appointment and regularize by way of passing special resolution.

The committee was further reconstituted with effect from July 15, 2023.

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 2023-24.

EXTRA-ORDINARY GENERAL MEETING

During the year under review, your company has conducted Extra-Ordinary General Meeting (‘EOGM) to fill vacancy caused due to resignation of Statutory Auditor of the Company. The said EOGM was held on January 24, 2024.

POSTAL BALLOT

until the ensuing Annual General Meeting

During the financial year ended March 31, 2024, 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 Companys website and can be accessed at www.mahickra.com

AUDITORS:

• STATUTORY AUDITOR

M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) resigned causing a casual vacancy as Statutory Auditor of the Company w.e.f. December 06, 2023.

Based on the recommendation of the Audit Committee and Board and in accordance with

Section 139(8) of the Act, your company appointed M/s. Piyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad as the Statutory Auditors of the Company for the Financial Year 2023 24. This was done to fill by the resignation of the statutory auditor and to hold office (‘AGM). During the Extraordinary General Meeting on January 24, 2024, the members approved the aforementioned appointment.

In pursuance of the recommendation received from

Audit Committee of the Company, the Board has approved appointment of M/s. Piyush J. Shah & Co., Chartered Accountants (FRN: 121172W), Ahmedabad as the Statutory Auditors of the Company for a period of 5 years from conclusion of ensuing AGM to conclusion of AGM to be held in calendar year 2029 subject to approval of members at the ensuing AGM.

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 Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

• SECRETARIAL AUDITOR

Mr. Nayan P. Pitroda, a Practicing Company Secretary, (ACS No. 58743, C. P. No. 23912) Ahmedabad, was appointed as the Secretarial Auditor of the Company for FY 2023-24 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 - C and forms part of this report. The Secretarial Audit

Report contain qualifications, reservations, adverse remarks or disclaimer which is as under. the casual vacancy

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

Audit Qualification: Regulation 29 of SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 as the Company has not uploaded on Stock Exchange Website the Prior Intimation of the Board Meeting held on 15th November,2023 which was held for Approval of Un-Audited Financial Results of the Company for the half year ended September 30, 2023.

Reply by Management for above qualification raised by Auditor: "The Board Meeting scheduled for 13/11/2023 was not held due to the unavailability of Directors and the lack of quorum. As a result, the

Board has decided to reschedule the meeting. Given the urgency and the current situation, the Board has decided to hold the rescheduled meeting of the

Board of Directors on Wednesday, November 15, 2023."

• INTERNAL AUDITOR

During the year under review, M/s. Piyush J. Shah

& Co., Chartered Accountants (FRN: 121172W),

Ahmedabad had tendered their resignation from the position of Internal Auditors of the Company w.e.f. December 12, 2023. The Board took note and accepted their resignation in their meeting held on

December 15, 2023.

Pursuant to Section 138 and other applicable provisions, if any, of the Act, pursuant to the recommendation of the Audit Committee of the

Company, the Board of Directors has approved the appointment of M/s Ashish Sheth & Associates,

Chartered Accountants, Ahmedabad, having Firm Registration Number 146184W as the Internal Auditors of the Company for the Financial Year 2023-24.

The findingson the Internal Auditors report their 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 any deposit from the public / members pursuant to Section 73 and Section 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on March 31, 2024, there are no deposits outstanding, except as required statutorily and which have been unclaimed at the end of the year under review.

RELATED PARTY TRANSACTIONS

All Related Party transactions entered by the

Company during the financial year 2023-24 with related parties were in compliance with applicable provisions of the Act and the Policy on Related Party

Transactions and were entered with the approval of Audit Committee and Board, as and when applicable.

All the related party transactions were entered into during the financial year were on arms length basis. The Related Party Transaction policy is placed on the Companys website i.e. www.mahickra.com. There are related party transactions no materially significant 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. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2023-24 and hence does not form part of 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 FINANCIALPOSITIONOFTHECOMPANY

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the financial year 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 (‘CSR)

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

COMPANYS 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 Companys policy on Directors 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, at a separate Board meeting, the performance of the Board, its committee(s), and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors were satisfied with the evaluation results, which reflected the overall commitment and sense of duty

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 Executive Directors and Non-Executive

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 ‘Code of Practices and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

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 2023-24 and hence, no complaint is pending as on March 31, 2024 for redressal.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In compliance with the provision of Section 177 of the Act read with 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 companys 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 Chairperson of the

Audit Committee has never been denied to anyone. The vigil mechanism / whistle blower policy is available on the Companys website of your company i.e. at www.mahickra.com.

During the year under review, no complaint was received from a whistleblower.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Your Companys 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 2023 24 is 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 2023 2024 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 directors report, management discussion and analysis report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors, investors and business partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Mahickra family.

	For & on behalf of the Board of Directors
		Mahickra Chemicals Limited
	Sd/-	Sd/-
	Mitesh Kumar Gandhi	Ashish Kumar Gandhi
Place : Ahmedabad	Managing Director	Whole-Time Director
Date : August 27, 2024	DIN: 02142361	DIN: 02142344

 

Registered Office:

Plot No. 1209, Phase III, GIDC, Vatva, Ahmedabad – 382445,

Gujarat, India