Mihika Industries Ltd Directors Report.

Your Directors have pleasure in presenting the 39thAnnual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars March 31, 2022 March 31, 2021
Profit / (Loss) before tax (1.61) (21.98)
Less: Tax Expense (0.30) (6.09)
Profit / (Loss) after tax (1.91) (15.89)
Other Comprehensive Income for the year, net of tax 0.00 0.00
Total Comprehensive Income for the year (1.91) (15.89)

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend forthe year ended March 31, 2022.

COVID-19

FY2022 was once again dominated by the COVID-19 pandemic as new waves of infection swept across countries. In India the second wave (called Delta) proved far more deadly than the first that struckin 2022.

The advent of the highly transmissible variant Omicron in early January 2022 (third wave) spread much dread across the world. During this wave, Indias daily number of reported cases picked to nearly 350000 on 20 January 2022 and the active case load was over 22 million as on 23 January 2022. Fortunately, wild highly transmissible Omicron was not as clinically deadly as Delta. So, while many got infected almost all got well again within a week or so, without hospitalization and mortality.

The impact of the 2nd and 3rd wave of the pandemic on the performance of the Company and major adopted to steer through this continuing crises have been discussed in details in Management Discussion and Analysis.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 10000000 Equity Shares of Rs.10/- each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status and the Companys operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There has been no change in Board of Directors of the Company.

In terms of Section 152 of the Companies Act, 2013, Mr. Manoj Sethia (DIN:00585491), retire by rotation from Board of Directors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

None of the Directors of the Company is disqualified for being appointed as a Director, under Section 164(2) of the Companies Act, 2013.

DECLERATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Directors of the Company under Section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of Section 149 of the Companies Act, 2013 as well as under Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2021-22 under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuantto the provisions of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:

a) in the preparation of the Annual Accounts for the year ended 31st March, 2022, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

b) that such accounting policies have been selected as mentioned in the Notes to Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2022 and of the loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;

d) that annual accounts have been prepared for the financial year ended 31st March,2022 on going concern basis;

e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

STATUTORY AUDITORS AND AUDIT REPORT

M/s. Khandelwal Prem & Associates, Chartered Accountants (FRN:317092E), statutory auditor of the Company were appointed by the shareholders at 38th Annual General Meeting for the period of five years till the conclusion of 43rd Annual General Meeting of the Company to be scheduled in 2026. They have confirmed their eligibility and are not disqualified to act as auditor of the Company and they shall be paid remuneration as may be finalized by the Board of Directors of the Company.

The observations made by the auditors in the Auditors Report are self-explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was conducted during the year by Secretarial Auditor Mr. Rajesh Ghorawat (CP No.-20897). The Secretarial Auditors Report for the financial year ended 31st March, 2022 is attached as Annexure-A and form part of this report.

There are no qualifications or observations, or remarks made by the Secretarial Auditor in their Audit Report.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.

MEETINGS OF THE BOARD AND ATTENDANCE

During the year under review 6 (six) Board Meetings were held on 30-04-2021, 30-06-2021, 13-08-2021, 03-09- 2021, 13-11-2021, and 14-02-2022. The Meetings were held as per the requirements of business and at intervals within the legally permitted limits. The Boards meets once in every quarter, inter-alia, to review the quarterly results and other items on agenda:

Name of the Directors Category of the Directors No. of Board Meetings during theyear No. of Board Meetings Attended
Mr. Kuldeep Kumar Sethia Managing Director 6 6
Mrs. Shweta Sethia Executive Director and CFO 6 6
Mr. Rajesh Shah Independent Non-Executive Director 6 6
Mr. Mali Chand Agarwala Independent Non-Executive Director 6 6
Mr. Manoj Sethia Non-Independent Non-Executive Director 6 6
Mrs. Malti Jaiswal Independent Non-Executive Director 6 6

MEETINGS OF THE AUDIT COMMITTEE AND ATTENDANCE

During the year under review 5 (five) meetings of the committee were held on 30-04-2021, 30-06-2021, 13-08-2021 13-11-2021 and 14-02-2022. The attendance of the members at the meetings were as follows:

Name of the Members Designation in the Committee No. of Meetings of Committee during the Year No. of Committee Meeting Attended
Mr. Rajesh Shah Chairperson 5 5
Mr. Mali Chand Agarwala Member 5 5
Mr. Kuldeep Kumar Sethia Member 5 5

MEETINGS OF THE NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE

During the year under review 1 (one) meeting of the committee were held on 03-09-2021. The attendance of the members at the meeting were as follows:

Name of the Members Designation in the Committee No. of Meeting of Committee during the Year No. of Committee Meeting Attended
Mrs. Malti Jaiswal Chairperson 1 1
Mr. Mali Chand Agarwala Member 1 1
Mr. Manoj Sethia Member 1 1

MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE AND ATTENDANCE

During the year under review 1 (one) meeting of the committee were held on 31-03-2022. The attendance of the members at the meeting were as follows.

Name of the Members Designation in the Committee No. of Meeting of Committee during the Year No. of Committee Meeting Attended
Mr. Manoj Sethia Chairperson 1 1
Mr. Mali Chand Agarwala Member 1 1
Mrs. Malti Jaiswal Member 1 1

CORPORATE GOVERNANCE

Corporate Governance Report is not applicable to the Company as Regulation 15(2) states - "The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of-

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

(b) the listed entity which has listed its specified securities on the SME Exchange."

Therefore, for the year ending 31st March, 2022, there is no requirement of Corporate Governance Report. BUSINESS RESPONSIBILITY REPORT

Preparation of Business Responsibility Report is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Companys shares have been listed with the BSE Ltd. with Scrip Code 538895. The Company confirms that it has paid the annual listing fees for the year 2022-23 to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year 2021-22 till the date of this Report, which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached here as Annexure- B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign exchange earnings and/or foreign exchange outgo.

RELATED PARTY RANSACTIONS

All related party transactions that were entered into during the financial year are at arms length basis and are in the ordinary course of business. Details of materially significant related party transactions that are transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No.24 of the Financial Statements in compliance with the Indian Accounting Standard - 24 relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Companys Promoters, Directors, Management, ortheir relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The requirement to annex the extract of annual return in Form MGT 9 is omitted vide the Companies (Amendment) Act, 2017 read with the Companies (Management and Administration ) Amendment Rules, 2021 effective from 5th March, 2021. As per Section 92 of the Companies Act, 2013 the copy of annual return of the Company has been placed on the website of the Company and can be accessed at www.mihika.co.in.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans, guarantees and investments or securities covered under Section 186 of the Companies Act, 2013 form part of the notes no.27 to the financial statements.

RISK MANAGEMENT POLICY

As required under the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a well-documented and robust risk management framework.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly appraised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to where under Section 135(1) is applicable. Hence Corporate Social Responsibility requirements are not applicable to Company.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a Vigil mechanism/Whistle Blower Policy. The policy is available at Companys website.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non-Independent Directors, and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of the Company.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy. During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, governmental authorities and other business associates, who have extended their valuable support and encouragement during the year under review. The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Directors appreciate and value the contribution made by every member of the Company.

For and on behalf of the Board
Place: Kolkata Manoj Sethia
Date: 5th September, 2022 Chairman
(DIN:00585491)