Equity Analysis

Directors Report

    Megatherm Induction Ltd
    Industry :  Engineering
    BSE Code
    ISIN Demat
    Book Value()
    92233
    INE531R01010
    63.8749323
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    MEGATHERM
    25.47
    527.92
    EPS(TTM)
    Face Value()
    Div & Yield %:
    11
    10
    0
     

DIRECTOR'S REPORT

To

The Members of

MEGATHERM INDUCTION LIMITED

(Formerly Known as Megatherm Induction Private Limited)

The Directors of your Company have pleasure in presenting the 14th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31st March 2024 with Auditor's Report thereon.

financial highlights

The Company's financial performance for the year under review along with previous year's figures is given here under:

(Amount in Rs. Lacs)

Financial Results For the Financial Year ended 31st March 2024 For the Financial Year ended 31st March 2023
(a) Revenue from operations 30,625.46 26,588.15
(b) Other Income 112.22 55.69
(c) Total Revenue [(a) + (b)] 30,737.68 26,643.84
(d) Net Profit/Loss (before depreciation and tax) 3,098.55 2,226.29
Less: Depreciation 338.53 242.82
(e) Net Profit/Loss before tax 2,760.02 1,983.47
Less: Provision for Tax (including for deferred tax) 687.63 583.06
(f) Net Profit/Loss after tax 2,072.39 1,400.41
(g) Proposed Dividend - -
(h) Dividend Tax - -
(i) Transfer to General Reserve - -
(j) Surplus Carried Forward 2,072.39 1,400.41
(k) Earning per Share- Basic and Diluted (in Rs.) 14.13 10.11

The above performance is based on standalone basis.

Consolidated figures are not applicable. The financial statements have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis in compliance with all material aspects of the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014.

STATE OF COMPANY'S AFFAIRS /OPERATIONS:

Your Company is engaged in the business of manufacturing and selling of Capital Equipment like Induction Melting and Heating Equipment, Arc Melting Furnace products, Ladle Refining Furnace etc. It is imperative that affair of your Company is managed in a fair and transparent manner. The total revenue for FY 2023-24 was Rs.30,737.68 Lacs ('26,643.84 Lacs in FY 2022-23). Your Company has earned profit before tax of Rs.2,760.02 Lacs as against Rs.1,983.47 Lacs in the Previous Year. Your Company has earned profit after tax of Rs.2,072.39 Lacs as against Rs.1,400.41 Lacs in the Previous Year. Your Company expects with the growing emphasis and importance of health in the Country, the Company expects to receive more orders in the years to come and will eventually lead to increase in demand for the Company.

INITIAL PUBLIC OFFER (IPO):

During the year under review, your Company made an Initial Public Offer (IPO) through fresh issue of 49,92,000 equity shares of face value of Rs.10 each of the Company at an issue price of Rs.108 per Equity Share aggregating to Rs.5,391.36 Lacs. The issue opened on January 29, 2024 and closed on January 31, 2024. The Company successfully completed the IPO process and the equity shares of the Company were listed on the Emerge Platform of the National Stock Exchange of India Limited ("the NSE") on February 5, 2024. Your Directors are pleased to present to you this first Annual Report of Company post the successful IPO. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company's IPO and for reiterating their faith in its long-term growth story. The Directors of your Company believes that the listing of the Company would provide the right platform to take its brand to greater heights, enhance

visibility and provide liquidity to the shareholders.

SHARE CAPITAL:

The Authorised Share Capital of the Company was increased from Rs.15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.19,00,00,000/- (Rupees Nineteen Crore Only) divided into 1,90,00,000/-(One Crore Ninety Lacs) Equity Shares of Rs.10/- (Rupees Ten only).

The Issued and Paid-up Capital of the Company as on 31st March, 2024 was Rs.18,84,07,290/- comprising of 1,88,40,729 number of equity shares of face value of Rs.10/- each.

The Company had come up with the Initial Public Offering (the "IPO") of Rs.53,91,36,000/- comprising of 49,92,000 shares @ Rs.108/- per share having Face Value Rs.10/- per share and Securities Premium of Rs.98/- per share on the Emerge Platform of the National Stock Exchange of India Limited ("the NSE") on February 5, 2024.

Prior to the IPO, the Company had issued Equity Shares by way of Bonus Issue to the existing shareholders in the ratio of 1:2 comprising of 46,16,243 (Forty Six Lacs Sixteen Thousand Two Hundred Forty Three) number of Equity Shares against the existing 92,32,486 (Ninety Two Lacs Thirty Two Thousand Four Hundred Eighty Six) total no. of the equity shares existing as fully paid up in the Company.

M/s Bigshare Services Private Limited, duly registered under the Securities and Exchange Board of India, has been appointed as the Registrar and Share Transfer Agent to an Issue of the Company in accordance to the Regulation 7 of the Securities Exchange Board of India (Listing and Obligations of Disclosure Requirements) Regulations, 2015.

ALTERATION OF ARTICLES OF ASSOCIATION:

The Company had with the approval of the members adopted a new set of Articles of Association. The Company has received approval of the Ministry of Corporate Affairs to the said alterations.

SWEAT EQUITY SHARES:

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

DIFFERENTIAL VOTING RIGHTS:

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights.

EMPLOYEE STOCK OPTIONS:

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DEBENTURES/BONDS/WARRANTS OR ANY NONCONVERTIBLE SECURITIES:

During the year under review, the Company has not issued any debentures, bonds, warrants or any nonconvertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any nonconvertible securities.

LISTING & DEPOSITORY FEE:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The trading symbol of the Company is Rs.MEGATHERM'. The Company has paid Listing fees for the financial year 2023-24 according to the prescribed norms & regulations.

DEMATERIALIZATION OF EQUITY SHARES:

During the year under review the entire shareholding is in dematerialization mode.

DEPOSITORY SYSTEM:

As the Members are aware, the shares of your Company are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Company's Equity shares is INE531R01010.

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATIONS) OR VARIATIONS):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated February 1, 2024, in respect of the Initial Public Offering of the Company.

CREDIT RATING:

During the year under review, CRISIL Ratings has upgraded its ratings to 'CRISIL BBB/Stable' for Long Term Rating and "CRISIL A3+' for Short Term rating on the bank facilities of your Company.

WEBSITE:

https://megatherm.com is the website of the company. All the requisite details, policies are placed on this website of the company.

DIVIDEND :

The Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the year ended 31st March, 2024.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to General Reserve. No amount was transferred to the reserves, except total amount of Net Profit of Rs.2072.40 Lacs has been carried forward to the Reserves & Surplus as stood in the notes forming part to the Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report.

DIRECTORS' RESPONSIBILITY STATEMENT :

In accordance with the provision of Section 134(5) of Companies Act, 2013 your director to the best of their knowledge and belief confirm and state that:-

1. In preparation of the Balance Sheet and the Statement of Profit and Loss Account of the Company for the year ended on 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have 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 profit of the Company for that period.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the maintenance of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting any other irregularities.

4. Also the directors have prepared the annual accounts on a going concern basis.

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPOSITION OF BOARD

Sr. No. Name Designation
1 Mr. Shesadri Bhusan Chanda Chairman & Managing Director
2 Mr. Satadri Chanda Whole-Time Director and CFO
3 Mrs. Christina Paul Chowdhury Non-Executive Director
4 Mr. Ankit Rathi Independent Director
5 Mr. Siddhartha Sen Independent Director

NUMBER OF BOARD MEETINGS DURING THE YEAR:

The Board of Directors and Member of various Committees are met during the year on following dates:

Details of Meeting of Board of Directors of the company:

Sr. No. Date of Meeting Board Strength No's of Directors Attended
1 29th May, 2023 5 5
2 10th June, 2023 5 5
3 10th July, 2023 5 5
4 20th July, 2023 5 5
5 7th August, 2023 5 5
6 9th August, 2023 5 5
7 4th September, 2023 5 5
8 15th September, 2023 5 5
9 18th September, 2023 5 5
10 26th September, 2023 5 5
11 28th September, 2023 5 5
12 27th October, 2023 5 5
13 9th November, 2023 5 5
14 4th December, 2023 5 5
15 4th January, 2024 5 5
16 18th January, 2024 5 4
17 25th January, 2024 5 5
18 1st February, 2024 5 5
19 1st February, 2024 5 5
20 15th March, 2024 5 5

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015 / Companies Act, 2013.

I. Details of Meeting of members of Committees:

Sr. No. Date of Meeting Committee Strength No. of Members present
Audit Committee:
1 20th July, 2023 3 3
2 4th September, 2023 3 3
3 14th September, 2023 3 3
4 9th November, 2023 3 3
5 4th December, 2023 3 3
6 15th March, 2024 3 2
Nomination and Remuneration Committee:
1 20th July, 2023 3 3
2 15th September, 2023 3 3
3 26th September, 2023 3 3
Corporate Social Responsibility Committee:
1 20th July, 2023 3 3
2 28th March, 2024 3 3
Stakeholder Relationship Committee:
1 5th February, 2024 3 3
2 28th March, 2024 3 3

In respect of all above meetings, proper notices were given and the proceedings were properly recorded and the Minutes Book maintained for the purpose.

All the recommendations of the Committee meetings were duly accepted by the Board.

GENERAL MEETINGS:

Following are the Details of meeting of Members of the Company:

Sr. No. Date of Meeting Type of Meeting
1 25th September, 2023 Annual General Meeting
2 12th July, 2023 Extra Ordinary General Meeting
3 8th August, 2023 Extra Ordinary General Meeting
4 5th September, 2023 Extra Ordinary General Meeting
5 16th September, 2023 Extra Ordinary General Meeting

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act 2013 during the period under review.

DECLARATION REGARDING INDEPENDENT DIRECTORS :

The Company has received a declaration from all the independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an 'Annexure-I' to this Report.

DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Disclosure of particulars of Employees as required under Rule 5 (2) of the Companies [Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as an 'Annexure - II' which forms part of this Report.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The details of loans and advances and investments, if any, are specified in the notes to the Balance Sheet. The Company has not provided any guarantee or provided any Security for the loans availed by others.

EXPLANATION TO AUDITORS' REPORT :

The Auditors' Report to the Members for the year, under review, does not contain any qualification(s) or observation(s). The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Further, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of your Company during the year under review.

STATUTORY AUDITORS:

M/s. M S K A & Associates, Chartered Accountants (FRN: 105047W) were appointed as Statutory auditors at the 11th Annual General meeting of the Company for a period of five years and accordingly they continue to hold office till the conclusion of the 16th Annual General Meeting.

There is no qualification or adverse remarks made by the auditors in their report.

No fraud is reported by the auditors.

COST AUDITORS:

M/s. Amit Khetan & Co, Cost Accountants, (Registration No. 102559) have been reappointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2023-24 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended 31st March, 2024 would be filed as stipulated by the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

INTERNAL AUDITORS:

During the year the Board of Directors has appointed M/s MATR & Associates, Chartered Accountants (Registration No. 333104E) as Internal Auditors of the Company. The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. These audits are based on risk based methodology and inter-alia involves the review of internal controls processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the year for corrective action. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor.

SECRETARIAL AUDITORS:

The Company has appointed M/s. Anjan Kumar Roy & Co. Company Secretaries (CP No. 4557), a Peer Reviewed Firm, as Secretarial Auditors of the Company in accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24. The report of the Secretarial Auditor MR-3 for the financial year 2023-24 is enclosed as an 'Annexure - III' to this Board's Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES ACCOUNTS RULES, 2014:

a) Disclosure of financial Summary / Highlights :

As stated in financial Results of the Directors Report.

b) Disclosure of Change in Nature of Business :

There is no change in nature of Company Business.

c) Details of Directors / Key Managerial personnel Appointed / Resigned:

During the year under the review, following Directors / Key Managerial Personnel were Appointed / resigned:

NAME OF DIRECTORS/ kmp designation DIN appointment DATE DATE OF CHANGE IN DESIGNATION RESIGNATION DATE
MR. PRITHWIS KUMAR KUNDU INDEPENDENT DIRECTOR 08619226 15th SEPTEMBER, 2023
MR. ANKIT RATHI INDEPENDENT DIRECTOR 08456577 16th SEPTEMBER, 2023 - -
MRS. NISHA BHOPALKA COMPANY SECRETARY - - - 31st AUGUST, 2023
MRS. ABANTI SAHA BASU COMPANY SECRETARY - 15th SEPTEMBER, 2023 - -

d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company has no Subsidiary/joint venture / associate company.

e) Details regarding Deposit covered under Chapter V of the Companies act, 2013.

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.

f) Details of Deposit which are not in compliance with requirements of Chapter V of the act.

Not Applicable.

g) Details of Significant and Material Orders passed by Regulators or Courts or Tribunals.

There was no regulatory or Court or Tribunal Order passed against the Company.

h) Internal Financial Control System :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

i) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year, under review.

j) Disclosure with respect to Maintenance of Cost Records

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

COMMITTEES OF BOARD:

The Board of Directors has constituted the following Committees, viz.;

(i) AUDIT COMMITTEE:

The Audit Committee was reconstituted on 18th September, 2023. The Constitution, composition and functioning of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company. The Audit Committee comprises of:

Name of Directors Status in Audit Committee Nature of Directorship
Mr. Siddhartha Sen Chairman Independent Director
Mr. Ankit Rathi Member Independent Director
Mr. Shesadri Bhusan Chanda Member Chairman & Managing Director

(ii) stakeholder relationship committee

The Stakeholder Relationship Committee was reconstituted on 18th September, 2023. The Constitution, composition and functioning of the Stakeholder Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Stakeholder Relationship Committee have been accepted by the Board of Directors of the Company. The Stakeholder Relationship Committee comprises of:

Name of Directors Status in Stakeholder Relationship Committee Nature of Directorship
Mr. Siddhartha Sen Chairman Independent Director
Mr. Shesadri Bhusan Chanda Member Chairman & Managing Director
Mrs. Christina Paul Chowdhury Member Non-Executive Director

(III) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was reconstituted on 18th September, 2023. The Constitution, composition and functioning of the Nomination & Remuneration Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Nomination & Remuneration Committee have been accepted by the Board of Directors of the Company. The Nomination & Remuneration Committee comprises of:

Name of Directors Status in Nomination & Remuneration Committee Nature of Directorship
Mr. Siddhartha Sen Chairman Independent Director
Mr. Ankit Rathi Member Independent Director
Mrs. Christina Paul Chowdhury Member Non-Executive Director

(iv) CORPORATE SOCIAL RESPONSIBITY COMMITTEE

The Corporate Social Responsibility Committee was reconstituted on 18th September, 2023. The Constitution, composition and functioning of the Corporate Social Responsibility Committee also meets with the requirements of Section 135 of the Companies Act, 2013. All the recommendations of Corporate Social Responsibility Committee have been accepted by the Board of Directors of the Company. The Corporate Social Responsibility Committee comprises of:

Name of Directors Status in Corporate Social Responsibility Committee Nature of Directorship
Mr. Shesadri Bhusan Chanda Chairman Chairman & Managing Director
Mr. Siddhartha Sen Member Independent Director
Mr. Satadri Chanda Member Whole Time Director & CFO

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

On appointment, the concerned Directors were issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Familiarization Program for Independent Directors includes regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. Your Company is working to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the workmen and the management continued to remain cordial during the year under review.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, Your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website, i.e. https://megatherm.com. Your Company has constituted an Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. POSH Committee has equal representation of men and women and is chaired by senior woman of the Company.

The composition of Internal Complaints Committee is as follows:

Name Designation Status in Committee
Mrs. Shaswati Datta Head - HR & Administration Presiding Officer
Mr. Suman Panja Senior Manager - Design & Engineering Member
Mrs. Abanti Saha Basu Company Secretary Member
Mr. Kallol Dutta Ex-Additional Labour Commissioner External Member

There was no complaints pertaining to sexual harrasement during the year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism. It is affirmed that no person has been denied access to the Audit Committee. The Compliance officer is mandated to receive the complaints under this policy. Whistle Blower policy is available on the website

of the Company at https://megatherm.com. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company's Whistle Blower Policy (Vigil Mechanism) has also made employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any.

RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing or mitigating the same. The Company periodically reviewed to ensure smooth operation and effective management control, the key risks associated with the business and measures and steps in place to minimize the same.

PERFORMANCE EVALUATION:

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of the Company is hosted on the Company's website under the web link https://megatherm.com.

BOARD EVALUATION

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board's functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company's long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board's effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on December 4, 2023. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.

EXTRACTS OF ANNUAL RETURN:

The Annual Return of the Company is displayed on website of the Company i.e. https://megatherm.com/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an 'Annexure - IV'.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Companies Act, 2013 is as under:

A) Conservation of Energy:

The information on conservation of energy stipulated under Section 134(3) (m) of the Companies Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Rs.Annexure - V'.

B) Technology Absorption:

The information on technology absorption stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure - V'.

C) Foreign Exchange Earnings and Outgo:

The detail regarding foreign exchange earnings and outgo is specified in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) committee comprising of all three existing directors out of which 1 is independent namely Mr. Shesadri Bhusan Chanda, Mr. Satadri Chanda and Mr. Siddhartha Sen. The Board of Directors of the Company has adopted a CSR Policy which is available on the website of the Company namely https://megatherm.com. The implementation and monitoring of CSR is in compliance with CSR Policy of the Company. Details of our CSR activities and the corresponding expenditure for each activity are provided as an Rs.Annexure-VI' in this report.

voluntary revision of financial statement

AND / OR BOARD REPORT:

No application was made for voluntary revision of financial statements and / or Board Report during the year.

COMPLIANCE SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS:

No Application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN OF AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE UNDERTAKING LOAN FROM THE BANK OF FI, ALONG WITH REASONS THEREOF:

Not Applicable.

OTHERS:

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No amount was required to be transferred to Investor Education and Protection Fund.

Various policies required are disclosed on the website of the Company namely https://megatherm.com/

Other Disclosures required to be made in the Directors Report are either nil or not applicable.

ACKNOWLEDGMENT:

Your Directors are thankful to regulatory and government authorities, bankers, clients, and suppliers of the Company for their co-operation and also wish to place on record the contribution made by all the workers, members of the staff and executives of the Company at all levels for the progress of the Company.

The Directors of your company also express appreciation of the confidence, which the members have reposed in them.

CAUTIONARY STATEMENT:

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Company's objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company's operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

For and on behalf of the Board of Directors of
Megatherm Induction Limited
Shesadri Bhusan Chanda Satadri Chanda
Chairman & Managing Director Director & Chief Financial Officer
DIN:00961593 DIN: 02302312
Kolkata : 28th May, 2024