MMP Industries Director Discussions


To

The Shareholders (Members) of MMP Industries Limited

The Board of Directors of the Company hereby present the Fiftieth (50th) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the year 2022-23.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized financial results (standalone) of the Company are as follows:-

FY 2022-23 FY 2021-22
PARTICULARS

(Rupees in Lakhs)

Revenue from Operations (Gross) 53829.03 44826.01
Other Income 58.94 46.86
Profit / loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses 3585.10 4240.35
Less: Depreciation / Amortization / Impairment 685.19 632.30
Profit / loss before Finance Costs, Exceptional items and Tax Expense 2899.91 3608.05
Less: Finance Costs 446.44 363.22
Profit / loss before Exceptional items and Tax Expense 2453.47 3244.83
Add/(less): Exceptional items

-

-

Profit / loss before Tax Expense 2453.47 3244.83
Less: Tax Expense (Current & Deferred) 603.35 806.14
Profit / loss for the year (1) 1850.12 2438.69
Total Comprehensive Income / loss (2) (18.15) 10.43
Total (1+2) 1831.97 2449.12
Balance carried forward 1831.97 2449.12

During FY 2022-23, the total revenue from operations was at Rs. 53,829.03 Lakhs as against Rs. 44826.01 Lakhs during FY 2021-22. Revenue from operations during FY 2021-22 increase by 20% compared to the FY 2020-21. Revenue from foil division in FY 2022-23 increase to Rs. 11,275.16 Lakhs in comparison with previous year of Rs 8,041.71 Lakhs.

During FY 2022-23 under review, the share of profits from the associate companies was Rs.281.94 lakhs as compared to profit of Rs. 459.91 in FY 2021-22.

1.2 AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES - TRANSFER TO RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/s viz., Capital Reserve (Special Capital Incentives), Securities Premium, Retained Earnings, and closing balance/s thereof as at 31st March 2023 (FY 2022-23) [Previous Year FY 2021-22) is as follows:-

Sr. No. Particulars

FY 2022-23

FY 2021-22

Amount in Rupees (Lakhs)

1. Capital Reserve
a. Opening Balance

40.32

40.32
b. (Add) Additions during the year

-

-
c. (Less) Transferred during the year

-

-
Closing Balance

40.32

40.32
2. Securities Premium
a. Opening Balance 6789.49

6789.49

b. Addition during the reporting period -

-

c. Expenses for Issue of Bonus Shares -

-

d. Expenses for Issue -

-

Closing Balance 6789.49

6789.49

3. Retained Earnings
a. Opening Balance 10121.48

10121.48

b. (Add) Net Profit for the year 2438.69

2438.69

c. (Add) Re-measurement of benefit of defined benefit plans (Net) -

-

d. Expenses for Increase in Authorized Share Capital -

-

Closing Balance 12560.17

12560.17

4. Remeasurement of Defined Benefit Plans
Opening Balance 24.52

24.52

(Add) Net Profit for the year -

-

(Add) Re-measurement of benefit of defined benefit plans (Net) 10.43

10.43

Expenses for Increase in Authorized Share Capital -

-

Closing Balance 34.95

34.95

1.3 DIVIDEND

As per the Dividend policy of the company and considering the profitability and financial position of the company and with a view to reward its Members for showing faith in the management, the Board of Directors recommended its maiden Final Dividend @ 10% i.e., Re. 1/- per equity share of face value of Rs. 10/- each, subject to approval by the Shareholders at the ensuing 50th Annual General Meeting. the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India (ICSI).

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR

a) STATE OF COMPANYS AFFAIRS

The overall performance of the respective division/s of the Company during the FY 2022-23 are provided hereunder: -

ALUMINIUM POWDERS

The revenue for the segment in the FY 2022-23 was Rs. 38,243.79 Lakhs (up 10% over the revenue of Rs. 34,669.83 Lakhs in FY 2021-22.

ALUMINIUM FOILS

The revenue for the segment in the FY 2022-23 was Rs. 11,275.16 Lakhs significant up over the revenue of Rs 8042.32 Lakhs in FY 2021-22.

ALUMINIUM CONDUCTORS & CABLES

The revenue for the segment in the FY 2022-23 was Rs. 4043.29 Lakhs up over the revenue of Rs. 1868.23 Lakhs of FY 2021-22.

FUTURE PLANS / PROSPECTS:-

(A) ALUMINIUM POWDERS

The market for all segments remains positive and robust. Revenue growth of 10-12%(in line with construction, mining/infra and agriculture growth) is expected during FY 24. This growth could well be exceeded as infra expenditure increases in the pre election year as well as the governments target of 1 billion tons coal mining in this year.

The new capacity of 1500 MTPA of pyro and flake powders is expected to be fully commissioned in early H2 and expect full utilisation by Q4 FY24.

A new investment for producing high margin export grades of leafing powders and pellets is currently under implementation and expected to be commissioned in Q4 FY24.This market segment is also growing well in the domestic market.

The uptick in exports is likely to be maintained with 20% growth. Our trusted and valued collaborator AVL Metal Powders, Belgium have recently expressed their interest in assisting in the development of special powder grades which they want us to produce. This is a new opportunity which is likely to open up during H2 FY24. In anticipation, the company has already planned to install another pyro and flake capacity of 1800 MTPA as a preparation for FY 2024-25.

(B) ALUMINIUM FOILS

The commissioning of new rolling mill from mid Q2 will result in addition of new product portfolio (SRC, Lidding and glassine paper). This will also more than double the capacity, bringing in economies of scale.

Indias two biggest pharma companies viz Sun Pharma and Aurobindo Pharma have already started sales in a small way and we expect a long term strategic cooperation in the coming months for sustained bulk business. This will result in utilisation of large part of conversion and value added printing capacity and realise our vision of becoming the preferred vendor to major pharma.

The business with the existing pharma customers is likely to grow very well when the demand comes back. There is continuing effort to bring other major pharma in our fold.

In view of the above the company has planned to increase the printing capacity immediately with a nominal investment.

The company expects revenue growth in excess of 25% from foil business in FY24.

(C) ALUMINIUM CONDUCTORS & CABLES

The market for both segments has shown a remarkable demand upswing. The company expects a 150% rise in revenues and considerably increased margins with a bigger proportion of value added cable sales. Market sources have regularly highlighted a sustained demand pattern continuing for next 2 to 3 years.

With shortage in cable producing capacity of correct product mix we have already ordered a new machine for commissioning during Q3 FY24.

b) CHANGE IN NATURE OF BUSINESS

During the FY 2022-23 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

d) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

During the FY 2022-23 under review, there are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report. As such, no specific details are required to be given or provided.

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or required to revise the Financial Statement or the Boards Report of the Company for any period prior to the FY 2021-22. As such, no specific details are required to be given or provided.

2. GENERAL INFORMATION

OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under Management Discussion and Analysis which forms part of this report

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under Management Discussion and Analysis which forms part of this report

3. CAPITAL AND DEBT STRUCTURE

During the FY 2022-23 under review, there was no change in the capital structure of the Company. The existing capital Structure of the Company is as follows:

Particulars 31st March 2023 31st March 2022

Amount (Rupees in Lakhs)

Authorised Share Capital
26000000 (26000000) Equity Shares of Rs. 10/- (Rupees Ten) each 2600.00 2600.00
Issued, Subscribed and Paid-Up Share Capital
25402613 (25402613) Equity Shares of Rs. 10/- (Rupees Ten) each 2540.26 2540.26

Further, the Company has neither issued any convertible or non-convertible securities, debentures, bonds, warrants, shares with differential voting rights as to dividend, voting or otherwise, nor issued or granted ESOP, stock option, sweat equity during the FY 2022-23.

4. CREDIT RATING OF SECURITIES

During the FY 2022-23 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

CREDIT RATING FOR DEBT

CRISIL in their review for total credit facilities, has maintained the credit rating of the Company that of the previous year. The details of credit rating assigned to the Company for its credit facilities are given below: -

Credit Facilities Credit Rating
Long-Term Rating CRISIL BBB+/Stable
Short-Term Rating CRISIL A2

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2022-23under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

6. MANAGEMENT

6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes amongst the Director/s including Executive Director/s and Key Managerial Personnel during the period are as follows:-

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

There were no changes took place amongst the Promoter, Director/s of the Company during the FY 2022-23.

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

There were no changes took place amongst the Non-Promoter, Executive Director/s of the Company during the FY 2022-23.

(C) CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rakesh Kanzode has resigned from the office Company Secretary cum Compliance officer of the Company with effect from 27th May 2023 and Ms. Madhura Ubale is appointed as Company Secretary cum Compliance officer of the Company with effect from 1st June, 2023.

As such, Mr. Arun Raghuvirraj Bhandari, [DIN - 00008901], Managing Director, [Category - Promoter & Executive], Mr. Lalit Bhandari, [DIN - 00010934], Whole-time Director, [Category - Promoter & Executive], Mr. Tenneti Narasimham Murthy, [DIN - 08342116], Whole-time Director, [Category - Non-Promoter & Executive], Mr. Mayank Arun Bhandari, [01176865] Additional Director (Category - Promoter, Non-Executive), CA Sharad Mohanlal Khandelwal, Chief Financial Officer of the Company, continued to act as the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

(D) DIRECTOR RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Mayank Bhandari, [DIN - 01176865], Whole-time Director, [Category - Promoter & Non-Executive], of the Company, retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director [Category -Promoter & Non-Executive] of the Company, in the interest of the Company.

The Company has received the self-declaration/s from all the Executive Director/s of the Company, to the effect that he (i) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBIs Circular No. LIST/ COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI Orders regarding appointment of Directors by listed companies"

The information (details) of Director/s of seeking appointment / re-appointment at the Fiftieth (50th) Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice convening the Forty-Ninth (50th) Annual General Meeting of the Company].

6.2 INDEPENDENT DIRECTORS

CHANGES AMONGST THE INDEPENDENT DIRECTOR/S

Mr. Karan Varma [DIN - 06923525] and Mr. Vijay Singh Bapna [DIN- 02599024] has been appointed as a Director [Category - Non-executive, Independent] for a Second fixed term of consecutive Five (5) years i.e., However, They are crossing age of 75years w.e.f. 28th August, 2023, and as per Regulation 17A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a special resolution is proposed to be passed for continuation of his Directorship in the company in ensuing Annual General Meeting.

Except the above, there is no change in the composition of the Board of Directors of the Company during the period under review and accordingly, the Director/s namely, Mr. Sanjay Sacheti [DIN: 00271310], Mr. Karan Yudhishtir Varma, [DIN - 06923525], Mrs. Sudha Sukesh Gandhi, [DIN - 06611145], Mr. Vijay Singh Bapna, [DIN - 02599024} and Mr. Sunil Khanna, [DIN - 00907147], are continued as the Director/s [Category - Nonexecutive, Independent] of the Company.

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ["Listing Regulations"] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBIs Circular No. LIST/COMP/14/2018- 19 dated 20th June 2018 on the subject "Enforcement of SEBI Orders regarding appointment of Directors by listed companies".

The Company has received the self-declaration/s from all the Director/s and Senior Management Personnel of the Company, as to the due compliance of Companys Code of Conduct. As such, the Company do hereby confirm that the Company has duly complied with the Companys Code of Conduct namely (i) MMP Code for Prohibition of Insider Trading and MMP Code of Fair Disclosure, and (ii) MMP Code of Business Principles and Conduct.

6.4 BOARD MEETINGS

Five (5) meeting/s of the Board of Directors of the Company were held during the FY 2022-23 under review, on (1) 30th May 2022 (2) 15th July 2022 (3) 11th November 2022 (4) 1st February 2023 and (5) 29th March 2023.

6.5 COMMITTEES

The Company has constituted all the requisite Committee(s) of the Board, namely Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee, Share Transfer Committee, Risk Management Committee and Project Monitoring Committee, pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations. The details of its constitution, objective or terms of reference and other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boards Report.

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the Audit Committee of the Company during the FY 2022-23. As such, no specific details are required to be given or provided.

6.7 COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boards Report.

6.8 BOARD EVALUATION

The Companys policy on Board Evaluation and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boards Report.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) will be available at Corporate office of the company on the day of Annual General Meeting.

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company do not have any Holding or Subsidiary Company.

6.11 DIRECTORS RESPONSBILITY STATEMENT

The Board of Directors confirms: -

(i) That in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had been followed along with proper explanation, relating to material departures;

(ii) That 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 profits of the Company for that financial year;

(iii) That 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;

(iv) That the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

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

6.12 INTERNAL FINANCIAL CONTROLS

M/s Manish N. Jain & Company, Chartered Accountants, Nagpur, the Statutory Auditors of the Company, has reviewed and accordingly, issued their Report on the Internal Financial Controls over the Financial Reporting, in terms of Clause (i) of Sub-section 3 of Section 143 of the Act, which is annexed as an ‘Annex - B to the Independent Auditors Report of the Company. The Report on the Internal Financial Controls over the Financial Reporting for the FY 2022-23 do not contain any qualification or adverse remarks. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the notes to the financial statements and as such, do not call for any explanations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information is maintained.

6.13 FRAUDS REPORTED BY AUDITOR

During the FY 2022-23 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES STAR CIRCLIPS AND ENGINEERING LIMITED (‘SCEL)

SCEL reported FY23 Revenue of Rs.1466 mn compared to Rs. 1499 mn revenue in FY22. PAT is Rs.115 mn for FY23 compared to Rs.165 mn in FY22.The reduction in PAT is largely due to increased depreciation, inflationary pressure and lower high margins exports. Overall exports were also down due to the challenges in Europe and America.

The domestic demand is expected to be stable in the coming year, led predominantly by the commercial vehicle and the tractor segments. We expect USA exports to maintain momentum but exports to Germany are likely to be slow as Germany is officially in recession now.

Our fine blanking project will be operational from June 2023. The fine blanking technology will give the company better value addition with its existing customers. Fine blanked components are also widely used in Electric Vehicles and the Company has been nominated for long term supplies by a leading UK based automobile company.

SCEL will be investing more in fine blanking sector during the current and next year to prepare well for the domestic and export EV market.

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

TMI achieved revenue of Rs.544 mn in FY23 compared to Rs.587mn in FY22 and reported PAT of (-)? 7mn in FY23 compared to PAT Rs.11 mn for FY22.

All the requisite information (details) have been provided in the prescribed Form No. AOC-1 attached as an Annex - A, which forms part and parcel of the Boards Report.

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the FY 2022-23 under review, the Company is neither a Holding Company nor a Subsidiary, Associates or Joint Venture Company of any other Company or Companies pursuant to the provisions of the Companies Act, 2013 read with relevant rules made thereof.

However, Star Circlips & Engineering Limited [CIN - U 24110 MH 1974 PLC 017301] and TOYAL MMP India Private Limited [CIN - U 36990 MH 2016 FTC 281521] were continued to be the Associate Companies of the Company during the FY 2022-23.

8. DETAILS OF DEPOSITS

During the FY 2022-23 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the FY 2022-23 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 185 and 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of contracts or arrangements or transactions not at arms length basis and/or the details of contracts or arrangements or transactions at arms length basis for the FY 2022-23 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the Annex - B, which forms part and parcel of the Boards Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Education specifically Education for Girls, Women, Poor, Under-privileged or Disabled (Divyang), Special Education, Research, Training & Skill Development, Environment, Health, Drinking Water, Rural Development, are some of the most critical problems that our country has been facing for years. One of the most effective direct and indirect solutions to solve these is an education, but a great number of peoples cannot afford to get them self-educated.

Keeping this in mind, the Board of Directors through its CSR Committee has implemented certain CSR projects either directly or through implementing agency nominated by the CSR Committee of the Company. All the activities and programme/s covered under CSR are being monitored and implemented by the CSR Committee of the Company. The Company do confirm that the Company is in due compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Project/s of the Company are in accordance with the provisions of Section 135 of, Schedule VII to, the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companys CSR Policy. The Annual Report on the CSR Activities for the FY 2022-23 is given in the Annex - C, which forms part and parcel of the Boards Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, for the FY 2022-23 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annex - D to this report.

13. RISK MANAGEMENT

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to its business. It has framed the Risk Management Plan and adopted in its Risk Management Policy.

The Board of Directors based on the recommendations of the Risk Management Committee of the Company, periodically reviews the Companys risk assessment and minimization procedures to ensure that management identifies and controls risks through a properly defined framework. The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who is using this platform and direct access to the Chairman of the Audit Committee is also available in exceptional cases. The detailed objectives of the policy are given in Corporate Governance Report which forms part of this report. This Whistle Blower Policy is applicable to all the Directors, employees, vendors and customers of the Company and it is also posted on the Website of the Company.

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

During the FY 2022-23 under review, no significant and material order is passed by any of the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future. As such, no specific details are required to be given or provided.

16. AUDITORS

(A) STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company, at their Forty-ninth (49th) Annual General Meeting of the Company held on 29th August 2022, were appointed M/s Manish N. Jain & Co., Chartered Accountants, Nagpur [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], as the Statutory Auditors of the Company to hold office from the conclusion of 49th Annual General Meeting held for the financial year 2021-22 ended 31st March 2022 till the conclusion of 54th Annual General Meeting of the Company to be held for the financial year 2026-2027 ending 31st March 2027.

The Auditors Report submitted by M/s Manish N. Jain & Co., Chartered Accountants, Nagpur, [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], the Statutory Auditors of the Company to the Shareholders (Members) for the FY 2022-23 do not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the financial statements and as such, do not call for any explanations.

(B) SECRETARIAL AUDITORS

M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], have furnished a Certificate of their consent, qualification and eligibility and also, have confirmed about their not being disqualified for the appointment including re-appointment as the Secretarial Auditors of the Company for the FY 2023-24.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS- 8821 & Certificate of Practice No. 18495], as the Secretarial Auditors of the Company for the FY 2023-24.

(C) COST AUDITORS

M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act, 2013 read with the rules made there under, Certificate for independence and arms length relationship with the Company and have confirmed about their not being disqualified for such appointment including re-appointment within the meaning of Section 141(3) of the Companies Act, 2013.

Pursuant to the provisions of Section 148 ofthe Companies Act 2013, the Board ofDirectors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], as the Cost Auditors of the Company, for the FY 2023-24 and has also recommended their remuneration to the Shareholders (Members) for their ratification at the ensuing 50th Annual General Meeting of the Company.

(D) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2022-23.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the FY 2022-23, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur as the Internal Auditors of the Company of FY 2023-24.

17. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form No. MR-3 submitted by M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], the Secretarial Auditors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the Company, for the FY 2022-23, is attached herewith as an Annex - E and forms part and parcel of the Boards Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company, for the FY 2022-23 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (‘SS-1) on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2) on General Meetings, during the FY 2022-23.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the FY 2022-23 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

22. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.mmpil.com.

23. OTHER DISCLOSURES

(A) AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED

For the FY 2022-23 under review, the Company has prepared the audited financial statements on standalone as well as consolidated basis after incorporating the share of profit or loss from its associate and joint-venture companies namely Star Circlips & Engineering Limited and TOYAL MMP India Private Limited.

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the FY 2022-23 under review, industrial relations remained cordial. Employees competencies and skills were enhanced by exposing them to several internal and external training programme/s. A number of measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

(C) INDUSTRIAL RELATIONS, HEALTH AND SAFETY

The departmental safety coordinators are identified for monitoring and training on safety related matter at shop- floor. Safety Committee and Apex Committee are available for periodical review on health, safety & environment of all departments. Regular training on safety is being organised for new appointee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on regular basis. Hand book on safety awareness are distributed to all employees.

(D) COST RECORDS

Pursuant to the provisions of Rule 8(5)(ix)(d) of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors do confirm that, the Central Government has prescribed for maintenance of cost records under Section 148(1) of the Companies Act, 2013 by the Company and accordingly, such cost accounts and records, subject to cost audit, have been made and maintained by the Company during the FY 2022-23.

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

24.1 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report (MDAR) on the affairs of the Company for the FY 2022-23, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) is provided in a separate section and forms an integral part of this Report.

24.2 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2022-23 relating to the Listing Regulations. A Certificate from M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495] confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company.

24.3 SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2022-23.

However, due Enhanced Surveillance Measures, when scrip of company entered in ESM Stage-II, the trading of shares was suspended for procedural measures on 23rd June, 2023.

OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

As on 31st March 2023, the entire 100% issued, subscribed and paid-up share capital i. e. 25402613 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES

The Company, has duly paid the requisite annual listing fees for the FY 2023-24, to the National Stock Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2023-24, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Conduct of Business Principles and Conduct;

(ii) Code of Prevention of Insider Trading in MMP securities by the designated persons (insider) (as amended from time to time);

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(viii) Policy for determining of ‘material Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

(x) Policy for determination of materiality, based on specified criteria and accordingly, grant authorization for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code/s and policy(ies) are available on the Companys website www.mmpil.com.

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

MMP Industries Limited ("the Company") has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2022-23:-

(a) Number of complaints pending at the beginning of the year NIL
(b) Number of complaints received during the year NIL
(c) Number of complaints disposed off during the year NIL
(d) Number of cases pending at the end of the year NIL

The Certificate by the Managing Director and Whole-time Director of the Company, to that effect is enclosed herewith as an Annex - G and forms part of this report.

ENCLOSURES

Annex - A Form No. AOC-1 - Information or Details about the Associate Companies of the Company
Annex - B Form No. AOC-2 - Information / Details of contracts or arrangements or transactions not at arms length basis and/or the details of contracts or arrangements or transactions at arms length basis
Annex - C Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details
Annex - D Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Annex - E Secretarial Audit Report in Form No.MR-3
Annex - F Business Responsibility Report
Annex - G Certificate on Sexual Harassment of Women at the Work place and its Prevention, Prohibition & Redressal

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

For and on behalf of the Board

Sd/- Sd/-
Arun Raghuvirraj Bhandari Lalit Bhandari
Place: Nagpur Managing Director Whole-time Director
Date: 29th July 2023 DIN - 00008901 DIN - 00010934