Mihika Industries Ltd Directors Report

Your Directors have pleasure in presenting the 41st Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars	March 31, 2024	March 31, 2023
Profit / (Loss) before tax	19.30	(324.15)
Less: Tax Expense	1.62	(82.60)
Profit / (Loss) after tax	17.69	(241.55)
Other Comprehensive Income for the year, net of tax	0.00	0.00
Total Comprehensive Income for the year	17.69	(241.55)

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended March 31, 2024.

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 1,00,00,000 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 thegoing concern status and the Companys operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year due to change in control of the company Mr. Pranav Kamlesh Trivedi appointed as Managing Director, Mr. Sagarkumar Dataniya appointed as Non Executive Non Independent Director, Mrs. Nilam Makwana appointed Non Executive Independent Director and Ms. Shweta Panchal appointed as Non Executive Independent Director of the Company as on 05.09.2023.

During the year due to change in control of the company Mr. Kuldeep Kumar Sethia Managing Director cum chairman of the company, Mrs. Shweta Sethia - Executive Director, Mr. Rajesh Shah Non Executive Independent Director of the Company, Mr. Mali Chand Agarwal Non Executive Independent Director of the company, Mrs. Mali Jaiswal Non - Executive Independent Director of the company resigned as on 05.09.2023. Mr. Manoj Sethia resigned as on 23.01.2024 from the post of Non-Executive Director of the company.

Additional information pursuant to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 in respect of Directors seeking appointment /re-appointment is given in the Notice convening Annual General Meeting Notice of the Company.

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

As on 05.06.2024 Mr. Pranav K Trivedi resigned from the post of Managing Director and Mr. Aakash P. Shah Appointed as Managing Director of the Company.

Mr. Sagarkumar Dataniya resigned from the post of Non-Executive Non Independent Director of the company and Mr. Parth R. Rupareliya appointed as Executive Director cum CFO as on 19.07.2024.

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(1)(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 2022-23 under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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, 2024, 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 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 as on 31st March, 2024 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,2024 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 S K Bhavsar & Company, Chartered Accountants (FRN: 145880W), appointed as the statutory auditor of the Company and to hold office from the conclusion of 41st Annual General Meeting till the conclusion of 45th Annual General Meeting, are appointed and they shall be paid remuneration as may be finalized by the Board of Directors of the Company.

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. Dharti Patel & Associates (COP No.- 19303). The Secretarial Auditors Report for the financial year ended 31st March, 2024 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

During the year under review 7 (seven) Board Meetings were held on 26-05-2023, 04-08-2023, 14-08-2023, 05-092023, 04-10-2023, 07-11-2023 and 14-02-2024. 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:

COMMITTEE OF THE BOARD AUDIT COMMITTEE

During the year under review 4 (four) meetings of the committee were held on 26-05-2023, 04-08-2023, 0711-2023 and 14-02-2024. The composition of the committee was as follows.

Sr. No.	Name of the Members	Designation in the Committee
1	Ms. Sweta R. Panchal	Chairperson
2	Mrs. Nilam Makwana	Member
3	Mr. Aakash P Shah	Member

NOMINATION AND REMUNERATION COMMITTEE

During the year under review 2 (two) meeting of the committee were held on 05-09-2023 and 31-03-2024. The composition of the committee was as follows.

Sr. No.	Name of the Members	Designation in the Committee
1	Mrs. Nilam Makwana	Chairperson
2	Ms. Sweta R. Panchal	Member
3	Mr. Aakash P Shah	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review 1 (one) meeting of the committee were held on 31-03-2024. The compositions of the committee were as follows.

Sr. No.	Name of the Members	Designation in the Committee
1	Mrs. Nilam Makwana	Chairperson
2	Ms. Sweta R. Panchal	Member
3	Mr. Aakash P Shah	Member

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 ScheduleV 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, 2024, 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 2023-24 to BSE Ltd.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year 2023-24 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.35 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,or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The copy of annual return of the Company has been placed on the website of the Company and can be accessed at www.mihikaindustries.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 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 appreciate and value the contribution made by every member of the Company.

	For and on behalf of the Board
	Aakash P Shah
Place: Kolkata	SD/-
	Managing Director
Date: 6th September, 2024	DIN:08843980