Equity Analysis

Dear Members,

Your Directors have pleasure in presenting the 39^th Annual Report and Audited Financial Statements for the Financial Year ended 31^st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS ( In Lakh)

Net turnover of your Company has increased by 1.95% from Rs. 33126.77 lacs in 2022-23 to Rs.33773.92 lacs in current year. Your Company has earned a pre-tax profit of Rs. 524.33 lacs as compared to profit of Rs. 214.15 lacs in the last year. Company has earned cash profit of Rs.1943.92 lacs as compared to Rs.1501.10 lacs in 2022-23.

During the year under review, the following are the highlights of your Company:

? Achieved a turnover during 2023-24 of Rs. 33773.92 lakhs as compared to Rs.33126.77 lacs during 2022-23 reflecting an increase of 1.95% due to increase in volumes and inflation.

? Cash Profit during 2023-24 is Rs.1943.92 lakhs against cash profit during the year 2022-23 of Rs.1501.10 lacs

Plastic is projected to be largest growing product type for injection moulding market between 2020 and 2025. Our company is expected to see stronger growth and adoption of light weight vehicles and electric vehicles are expected to offer various lucrative opportunities for the growth of our company. Your company is positively working towards expanding its operation to other customers.

Your Company has also received tooling business from customers other than MSIL and making efforts in exploring alternate business opportunities in mould making and for replacement market.

Your Company has achieved TAGMA INDIA membership in order to increase and bring out the contribution of Tool Room industry to the National Economy.

Despite fluctuating market conditions, your company has a strong track record of payment of dues and taxes within time period.

Your Company has been bestowed with overall Performance award at MSIL conference.

Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.

Pursuant to Section 92(3) of the Companies Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the copy of Annual Return can be accessed on company's website at https://machino.com/annual-return/

Four meetings of the Board of Directors were held during the year. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report forming part of the Annual Report.

Pursuant to Section 134 sub section (5) of the Companies Act, 2013 the directors of your company state-

• That in preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures from the same.

• 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 true and fair view of the state of affairs of the company at the end of the financial year as at 31^st March, 2024 and of the profit of the Company for the year ended 31^st March, 2024.

• That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

• That the annual accounts have been prepared on a going concern basis.

• That proper internal financial controls laid down by the directors to be followed by the Company and that such internal financial controls are adequate and is operating effectively; and

• That proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively.

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

• Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• Buy-back of shares.

• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

• No settlements have been done with banks or financial institutions

Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedule and Rules issued there-under, and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under for director's appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of Board of Directors of the Company held on 9^th February, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-I. The policy has been disclosed on the website of the company.

M/s. KMGS & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office until the conclusion of the AGM to be held in the financial year 2026-2027.

There are no such observations in the statutory audit report which needs to be explained by your company. The observation of the auditors is self-explanatory and/or is suitably explained in the notes to the accounts.

M/s A.K. & Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2023-2024 for secretarial audit of your company.

There are no such observations in the secretarial audit report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VI.

There are no such observations in the secretarial compliance report which needs to be explained by your Company. The Secretarial Compliance report of secretarial auditor is annexed to this report as Annexure VII.

The authorized share capital of the Company is Rs.15, 00, 00,000 (Rupees Fifteen Crores Only) divided into 1,50, 00,000 (One Crores Fifty Lakhs Only) equity shares of face value of Rs.10 (Rupees Ten) each. The paid-up Share Capital of the Company as on March 31, 2024 was Rs. 61,368,000 (Rupees Six Crores Thirteen Lakhs Sixty-Eight Thousand Only) divided into 6,136,800 (Sixty-One Lakhs Thirty-Six Thousand Eight Hundred Only) equity shares of face value of Rs.10 (Rupees Ten) each.

During the year under review, there was no change in the authorized, subscribed and paid-up share capital of the Company from the last financial year.

Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013, except as disclosed in the attached accounts.

All related party transactions that were entered into during the financial year 2023-24 were in the ordinary course of business and on an arm's length basis or with required approvals. Your company has also adopted a policy on materiality of related parties' transaction and also dealing with related parties' transaction as approved by the Board. The policy has been disclosed on the website of your company at www.machino.com The details of related parties' transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the Companies Act, 2013, Form AOC-2 is annexed in Annexure-II.

Your company is a joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindal's. Your company was incorporated in 1986. Your company is a going concern. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has total 4 plants/warehouses out of which one operative plant is located in Gurgaon, one operative plant and a warehouse are located in Manesar while the plant located in Pithampur is non- operative and is yet to commence production and is used as warehouse. During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.

No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.

No significant changes and commitments affecting the financial position of your company for the financial year ending on 31^st March, 2024 till the date of this report.

Continuous overhauling of equipment's and awareness amongst employees has helped to avoid wastage of energy. Company has installed solar power plant of capacity 1350KW at its Gurugram and Manesar Plant. Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.

A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure IV and forms part of the Report.

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on our company. Therefore, the company has abolished Risk Management Committee from board committees in its board meeting held on 29^th April, 2019. With effect from 25^th June, 2020, all the matters related to Risk Management Committee are discussed in Audit Committee.

The performance evaluation of all:

• Independent directors were made by Board (excluding the director whose performance is being evaluated),

• Non independent directors were made by the independent directors in its meeting

• The board committees and of the board as whole was made by Nomination and Remuneration Committee

Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure –III.

The policy has also been disclosed on the website of the company.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has established the Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.

Ms. Reetika Pant has been appointed as Vigil Mechanism Officer of the company. During the financial year 2023-24, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2023-24 of any sort from any directors and employee of your company.

During the financial year 2023-24, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2023-24 of any sort from any directors and employee of your company.

The detail of establishment of such mechanism is also disclosed on the website of the Company at https://machino.com/wp-content/uploads/2021/07/Vigil-machanism-policy.pdf

DIRECTORS APPOINTMENT

Mr. Kazunari Yamaguchi has been appointed as a Director in the board meeting held on 08.08.2023, subject to the approval of shareholders in ensuing Annual General Meeting.

According to Section 149 of the Companies Act, 2013 read with schedule IV of the Companies Act, 2013, an Independent director is required to hold office for a term up to five consecutive years on the Board of the Company. No independent director is required to hold office for more than two consecutive terms, but shall be eligible for appointment after the expiry of three years of ceasing to become an independent director of the company. Mr. Rajiv Kumar Singh and Dr. Sandeep Goel, Independent Directors were appointed as an Additional Director (Non-Executive Independent Category) in the board meeting held on 4^th June, 2024 for a term upto 15^th May, 2029, not liable to retire by rotation and subsequently they are proposed to be appointed as an Independent Directors by the shareholders at the ensuing Annual General Meeting of the company.

In accordance with the provisions of Section 168(1) of Companies Act, 2013, Mr. Shigetoshi Torii, the nominee director of your company has resigned with effect from 8^th August, 2023.

On completion of tenure, Mr. Ajit Yadav has ceased to be the independent director on the board of company with effect from 23^rd May, 2024.

Mr. Aditya Jindal (Chairman cum Managing Director), Mr. Sanjiivv Jindall (Whole Time Director – Strategy), Mr. Ravinder Hooda (Chief Financial Officer) and Mrs. Reetika Pant (Company Secretary) are the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Audit Committee was constituted in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The committee comprises of five directors including one promoter and four independent directors.

The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of the Annual Report.

The Audit committee assists the board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the company and its conrpliance with the legal and regulatory requirements. The committee's purpose is to oversee the accounting and financial reporting process of the company, the audit of the company's financial statements, the appointment, independence and performance of internal auditors and the company's risk management policies.

The company has combined the audit committee with the risk management committee in its meeting held on 25^th June, 2020. *On completion of tenure, Mr. Ajit Yadav has ceased to be the independent director on the board of company with effect from 23^rd May, 2024.

**Mr. Rajiv Kumar Singh and Dr. Sandeep Goel, Independent Directors was appointed as an additional Director (Non-Executive Independent Category) in the board meeting held on 04^th June, 2024 for a term upto 15^th May, 2029 not liable to retire by rotation and subsequently they are proposed to be appointed as an Independent Directors Directors by the shareholders at the ensuing Annual General Meeting of the Company.

In terms of Clause (X) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, it is hereby stated that the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detail of such familiarization programme is also uploaded on the website of the company at www.machino.com.

The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid listing fees to the Stock Exchange for the financial year 2024-25.

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization's corporate governance philosophy is directly linked to high performance.

Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company regularly submits the corporate governance report to the Stock Exchanges within the prescribed time line. Therefore, Reports on Corporate Governance has been included in this annual report as a separate section (forming a part of Director's Report) along with the Auditor's Certificate.

Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.

As required by Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report are presented in a separate section forming part of the annual report.

None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2023-24.

Details of employee of the Company as specified under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-V and forms part of the report.

The members of the Company are informed that the dividends that remain unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the Unpaid / Unclaimed dividend account are required to be transferred to the account of the Investor Education & Protection Fund (IEPF) Authority established by the Central Government. Accordingly, during the financial year under review, the Company transferred Unclaimed dividend amounting to Rs. 1,69,129/- lying with the Company for a period of seven years pertaining to the financial year ended on 31st March 2016.

The members of the Company are also informed that as per the provisions introduced in the year 2016, underlying equity shares on which dividend remain Unpaid/Unclaimed for a period of 7 (seven) consecutive years are required to be transferred to the Investor Education & Protection Fund (IEPF) Authority established by the Central Government.

Pursuant to section 124(6) of the Companies Act, 2013, your company has transferred 10753 shares to Investor Education and Protection Fund Authority.

Dividend for the financial year ended March 31, 2017 and thereafter, which remain unpaid or unclaimed for a period of seven years from the date they became due for payment will be transferred by company to Investor Education & Protection Fund.

The Company is not involved in any type of hazardous activity to environment and does not discharge any trade e_uents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your Company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The Company has also achieved ISO 18001-OHSAS certification for occupational health and safety.

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on your company. Therefore your company has not constituted CSR committee for this.

Your Directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company's bankers for their continued support and guidance. The Directors also commend the continuing commitment and dedication of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the Company.