To,
The Members of
M/s Machhar Industries Limited
Aurangabad (Maharashtra)
Dear Members,
The Directors are pleased to present their 15th Annual Report on the performance of the
Company for the financial year ended on 31st March, 2023.
1. FINANCIAL PERFORMANCE:
(Amount in Lakh)
PARTICULARS |
For the year ended March 31, 2023 |
For the year ended March 31, 2022 |
Revenue from Operations |
1,715.22 |
1,615.14 |
Other Income |
25.75 |
111.47 |
Total Revenue |
1,740.97 |
1,726.60 |
Gross Profit |
45.98 |
53.82 |
Finance Cost |
8.65 |
7.23 |
Depreciation and Amortization |
37.33 |
46.59 |
Profit before Tax & Extraordinary items |
44.92 |
126.24 |
Tax Expenses |
7.39 |
47.80 |
Income Tax- Earlier Period |
0.16 |
-- |
Provision for Tax (Including Deferred Tax) |
1.15 |
(10.82) |
Profit before Comprehensive Income for the year |
36.22 |
89.36 |
Other Comprehensive Income / (Expenses) |
(10.24) |
(7.18) |
Profit before Comprehensive Income for the year |
46.45 |
96.54 |
2. OPERATIONS:
Due to pandemic COVID-19 spread over the country since the month of March, 2022
consequently continuous lockdown announced by the State Ggovernment of India during the
period under review.
The company has earned profit before tax from Rs.126.24 Lakhs to Rs.44.92 Lakhs.
Listing of Securities at Bombay Stock Exchange (BSE), Mumbai
We have pleasure to announce that, our company has received Trading approval from BSE
vide their order No. 20230707-46 on 7th July, 2023 and the equity shares of the company
are continuously traded since 11th July, 2023 at Stock Exchange (BSE).
Joint Venture
The joint Venture (JV) M/s Nirvan Nutra Private Limited of the company still under
process for the approval of authorities. Your board of directors positive about the JV
plan and it will be completed in the near future.
3. ADOPTION OF IND AS
The Company is required to adopt the Indian Accounting Standards ("Ind AS")
in terms of the Listing Obligations and Disclosures Regulations, 2015 of SEBI and company
has already adopted the same since more than three years. The equity Securities of the
company are regularly traded from the Trading approval of BSE i.e from 11th July, 2023 at
Stock Exchang (BSE).
4. DIVIDEND:
During the year under review your Board of Directors does not recommend any dividend
for the financial year 2022-23.
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
the total outflow of foreign currency is Nil
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%
M/s. Machhar Industries Limited respectively as a JV partner of the company since
21/09/2020.
10. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors wish to inform the members that the Audited Accounts containing
Financial Statements for the year 2022-23 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, Aurangabad, Chartered Accountants 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 11thAnnual General Meeting held on 30th September 2019.
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:-
http://www.machharind.com/index-sebi.php
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:
SR |
NAME OF DIRECTOR |
DESIGNATION |
01. |
Sandeep Bhagawatiprasad Machhar |
Managing Director |
02. |
Arvind Krishnagopal Machhar |
Director |
03. |
Vyankat Waman Katkar |
Whole Time Director |
04. |
Balaprasad Harinarayan Tapdiya |
Independent Director |
05. |
Ghevarchand Motilal Bothara |
Independent Director |
06. |
Rupali Abhijeet Bothara |
Independent Director |
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 4 Times.
FIRST QUARTER (March to June) |
SECOND QUARTER (July to September) |
THIRD QUARTER (October to December) |
FOURTH QUARTER (January to March) |
TOTAL BOARD
MEETINGS |
30th May, 2022 |
14th August, 2022 |
12th November, 2022 |
14th February, 2023 |
Four |
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 38 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 2022-23.
1. No. of complaints received - Nil
2. No. of complaints disposed off - Nil
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. EVENT OCCURING AFTER THE BALANCE SHEET DATE:
No such event is occurring between the date of financial statement & board reports
which affecting the financial position of the company.
25. LISTING OF SHARES:
During the year under review, Company has received Listing approval from BSE for its
740866 equity shares and later upon completion of financial year received trading approval
from BSE vide their order No. 20230707-46 on 7th July, 2023 and the equity shares of the
company are continuously traded since 11th July, 2023 at Stock Exchange (BSE).
26. DE-MATERIALIZATION PROCESS: -
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 31.03.2023, out of the total shares of 7,40,866 only 3,82,680 shares have been
dematerialized. This amounts to only 51.65% of the entire shares. You are advised to get
your shares dematerialized at the earliest.
27. 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. Though on voluntary basis
company has enclosed the Corporate Governance Report forms part of the report of the Board
of Directors.
28. 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.
29. 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.
30. 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.
31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE 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.
31. 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.
32. APPRECIATION:
The Directors place on record their appreciation of the services rendered by Banks and
Government Authorities for their continued support.
|
For and on behalf of the Board |
|
For Machhar Industries Limited |
Place: Aurangabad |
Sandeep Machhar |
Date: 1st August 2023 |
Managing Director |
|
DIN: 00251892 |