To,
The Members of
M/s Machhar Industries Limited
Aurangabad (Maharashtra)
Dear Members,
The Directors are pleased to present their 16th Annual Report on the performance of the Company for the financial year ended on 31st March, 2024.
1. FINANCIAL PERFORMANCE:
2. OPERATIONS:
During the year under review Company has earned revenue from its operations Rs.1,693.22 lakhs as compared to previous year of Rs.1,715.22 lakhs. The company has earned profit before tax of Rs.78.20 Lakhs as compared to previous year of Rs.44.92 lakhs.
Listing of Securities at Bombay Stock Exchange (BSE), Mumbai
Since, the Trading approval received from BSE vide their order No. 20230707-46 on 7th July, 2023 the equity shares of the company are being continuously traded at Stock Exchange (BSE). The month wise high High- Low prices are given hereunder:
Joint Venture
The revised plan of action along with documents has been submitted for the joint Venture (JV) M/s Nirvan Nutra Private Limited of the company which is still under process for the approval at food Ministry. Your board of directors continuously taking efforts for the said JV.
3. ADOPTION OF IND AS
In addition to Standalone financial statement your board of directors decided to prepare & submit the Consolidated financial statements in terms of the Listing Obligations and Disclosures Regulations, 2015 of SEBI. Since the adoption of Indian Accounting Standard ("INDAS") company has prepared Consolidated Financial Statement due to additional Compliance in reference of Joint Venture (JV) of the Company i,e M/s. Nirvan Nutra Private Limited which is yet not started its commercial production/manufacturing/business due to approval of food ministry is under process.
4. DIVIDEND:
During the year under review your Board of Directors does not recommend any dividend for the financial year 2023-24.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNIGS AND OUTGO:
1. Conservation of Energy: The Company has installed the advanced machineries which consumed lower energy than earlier. The company has replaced all the lights with LED lights and better process adopted for starting of plant to that the energy utilization will be minimum.
2. Technology Absorption: The Company has not carried any significant work on account of technology absorption.
3. Foreign Exchange Earning and Outflow: During the year there was no inflow and no outflow of foreign currency.
6. DEPOSIT:
During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as 'Deposits' in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.
7. REMUNERATION TO EMPLOYEES:
None of the directors, employees are getting the remuneration exceeding the prescribed limit under the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014; hence, the related information is not provided.
8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, no material changes and commitments have occurred after the close of the financial year till date of this Report, which affect the financial position of the Company.
9. DETAILS OF SUBSIDIARIES OR JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has a Joint Venture through a formation of separate legal entity M/s Nirvan Nutra Private Limited having 50% ownership of M/s. Utsav Logistics Private Limited and 50% of M/s. Machhar Industries Limited respectively as a JV partner of the company since 21st September, 2020. The said JV is yet to be started for its manufacturing activity. The proposal for the said JV is under process at food Ministry.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors wish to inform the members that the Audited Accounts containing Financial Statements for the year 2023-24 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and present the Company's financial position and result of operations. These Statements are audited by the Statutory Auditors M/s. Gautam N Associates, Chartered Accountants Aurangabad:
(i) In the presentation of the financial statements, applicable Accounting Standards have been followed.
(ii) The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the Company at the end of the 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) That the Directors had prepared the financial statements on a going concern basis; and
(v) That the Directors had laid down internal financial control system which is followed by the company and that such internal financial controls are adequate and were operating effectively.
(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. CORPORATE SOCIALRESPONSIBILITY
The Company does not fall in limits specified under the section 135 of the Companies Act, 2013 and Rules made under there.
12. AUDITORS REPORT
There is no adverse remark, qualification given by the auditor; hence, no need to furnish explanation on the same.
13. AUDITORS:
M/s. Gautam N Associates, Chartered Accountants of Aurangabad were re-appointed as the Statutory Auditors of the company under Section 139(1) of the Companies Act, 2013, for a second term of 5 years in the 11th Annual General Meeting held on 30th September 2019. Hence, the terms and tenure of appointment of M/s. Gautam N Associates only up to the financial year ended 31st March, 2024 but he can hold the office till the date of ensuing AGM.
Consequently, board of directors has received the proposal from M/s. Ashok R. Majethia & Co, Chartered Accountants of Aurangabad (Firm Reg. No. 127769W) to act as a Statutory Auditors of the Company in place of existing Auditors. Your board of directors recommends the appointment of CA Ashok R. Majethia, M/s. Ashok R. Majethia & Co of Aurangabad for the period of five years from the conclusion of ensuing 16th Annual General Meeting till the conclusion of 21st Annual General Meeting of the Company to be held in the year 2029 subject to approval of members and ratification at each Annual General Meeting of the Company.
14. RELATED PARTY TRANSACTIONS
The company had entered into certain transaction with the related parties in terms of the Sec 188 (1) of Companies Act, 2013, and Form AOC- 2 is attached with this report and form part of this report.
15. ABSTRACT OF ANNUAL RETURN
Extract of the annual return Pursuant to sub-section (1) of section 92 of the Companies Act, 2013 and sub- rule (1) of rule 11 of the Companies (Management and Administration) Rules, 2014 will be available on the website of the company under link: https://www.machharind.com/
16. BOARD OF DIRECTORS
The Directors on the Board are experienced, competent, and highly renowned persons from their respective fields. They take active part at the Board Meetings and play critical role on strategic issues, which enhances the transparency and add value in the decision-making process of the Board of Directors
The composition of the Board complies with the provisions of the Companies Act, 2013.The Board of Directors provides leadership and guidance to the Company's management as also direct, supervise and control the performance of the Company. The Board of directors consists of following directors:
(Resigned with effect from 31st March, 2024)
(Appointed with effect from 31st March, 2024)
17. NUMBER OF BOARD MEETINGS:
The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. During the financial year under review, the Board met 6 Times.
18. DECLARATION FROM INDEPENDENT DIRECTORS
All Independent Director of the Company, at the first meeting of the Board of directors gave a declaration to the company that he or she meets the criteria of independence as provided under the law and that he or she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his or her ability to discharge his or her duties with an objective independent judgment and without any external influence.
19. RISK MANAGEMENT
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has made investments and given advances in accordance with section 186 of the Companies Act, 2013 and the same has been reported in note no 40 to Financial Statement attached.
21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.
22. INSURANCE:
All the properties of the Company including Plant & Machinery, Tankers, Vehicles wherever necessary and to the extent required have been adequately insured.
23. DETAILS OF IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has in place adequate internal financial controls with reference to financial statements and that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
24. DE-MATERIALIZATION DETAILS: -
The amendment to Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. According to said Regulation, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository from. In view of the above, it is advised to shareholders holding shares in physical form to convert their shares into Demat form as early as possible, as otherwise they will not be able to transfer the shares in physical form.
As on 31.03.2024, out of the total shares of 7,40,866 only 3,91,725 shares have been dematerialized. This amounts to only 52.87% of the entire shares. You are advised to get your shares dematerialized at the earliest.
25. REPORT ON CORPORATE GOVERNANCE:
Though the shares of the company are listed at Bombay Stock Exchange since 11th July, 2023 but the company does not fall under the mandatory requirement of filling Corporate Governance Report to Stock Exchange. The paid -up Capital of the Company is less than Rs. 10.00 Cr and its Net Worth is not more than Rs. 25.00 Cr. Besides, on voluntary basis company has prepared the Corporate Governance Report forms part of the report of the Board of Directors.
26. GOING CONCERN STATUS:
The company has not received any significant and material orders passed by the regulators, courts, tribunals impacting the going concern status and company's operations in future.
27. RELATION WITH EMPLOYEES:
The relation with the employees continued to be cordial during the year. The directors wish to place on record their sincere appreciation for the excellent team spirit with which they have worked for the progress of the Company.
28. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS UNDER INSOLVANCY AND BANKRUPTCY CODE 2016:-
During the year under review there were no applications made or proceedings in the name of the company under the Insolvency Bankruptcy Code, 2016.
29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:-
During the year under review there has been no one time settlement of loan taken from Bank and Financial institution.
30. ACKNOWLEDGEMENT:
Your directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, customers, vendors and members during the year under review. Your director also wish to place on record their deep sense of appreciation for the services rendered by executive, staff and workers.
31. APPRECIATION:
The Directors place on record their appreciation of the services rendered by Banks and Government Authorities for their continued support.