To,
The Members,
of Macpower CNC Machines Limited
Your Directors have pleasure in presenting their 20th Annual Report on
business and operation of your company together with the Financial Statements for the year
ended on March 31,2023.
FINANCIAL RESULT
Particulars |
Current Financial Year
(2022-23) |
Previous Financial Year
(2021-22) |
Revenue from Operations |
20189 |
19012 |
Other Income |
25 |
83 |
Total Income |
20214 |
19095 |
Profit/Loss before
depreciation, Finance Costs, Exceptional items and Tax Expense |
2092 |
2134 |
Less:
Depreciation/Amortization/ Impairment |
336 |
279 |
Profit/(Loss) before Finance
Costs, Exceptional items and Tax Expense |
1756 |
1855 |
Less: Finance Costs |
23 |
16 |
Profit/(Loss) before
Exceptional items and Tax Expense |
1733 |
1839 |
Add/(less): Exceptional items |
0 |
0 |
Profit/(Loss) before Tax
Expense |
1733 |
1839 |
Less: Tax Expense [Current
& Deferred] |
444 |
555 |
Current Income Tax |
371 |
388 |
Deferred Tax |
73 |
167 |
Profit/(Loss) for the year |
1289 |
1284 |
OVERVIEW OF OPERATIONS
Performance of your company was during the financial year 2022-23 by
generating highest total operating revenue of Rs. 201.89 Crore against Rs. 190.12 Crore of
previous financial year, representing Increase in Y-o-Y growth rate by 6.19%. This year
your company's PAT comes to Rs. 12.89 Crore as last year it was Rs. 12.84 Crore. EPS
stands at Rs 12.89 per share as against Rs 12.84 per share last year.
CHANGE IN NATURE OF BUSINESS
There has been no change in the Nature of Business during the year.
TRANSFER TO RESERVE
No amount is proposed to be transferred to General Reserve out of the
net profits of the Company for the Fy23. Hence, the entire amount of profit has been
carried forward to the Profit & Loss Reserve Account.
DIVIDEND
Based on the performance of the Company for the year, the Board of
Directors is pleased to recommend a final dividend of Rs.1.50/- per equity share of the
face value of Rs. 10/- each (i.e. 15%), payable to those shareholders whose name appear in
the Register of Members as on Record date, subject to approval of Shareholders at the
ensuing Annual General Meeting, which if approved, will absorb Rs.1,50,06,240/- towards
final dividend.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020 and amendments thereof, dividends paid or distributed by the Company
shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make
the payment of the final dividend after deduction of tax at source.
MAJOR EVENTS OCCURRED DURING THE YEAR
During the year under review, there have been no events occurred in
your company which management believes that having an impact on the affairs of your
company;
DISPATCH OF MACHINES
During the year, your company has dispatched total 1047 Machines to
various sectors like Private sector, Defence sector, Education sector, Research sector
etc.
MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS
There have been no material changes and commitments affecting the
financial position of the Company since the closure of financial year i.e. since March
31,2023
REVISION OF FINANCIAL STATEMENTS
None of Financial Statements of the Company, pertaining to previous
financial years were revised during the financial year under review.
SHARE CAPITAL AND DEBT STRUCTURE
There was no change in Authorised and Paid up Share Capital of the
Company and neither there was any reclassification nor sub-division of equity shares
during the year under review.
Your Company does not have Debt securities.
CREDIT RATING OF SECURITIES
Your company only has Equity shares and Credit rating is not applicable
to equity securities. So, during the year no credit rating certificate related securities
is taken as it is not applicable.
INVESTOR EDUCATION AND PROTECTION FUND [IEPF]
During the year under review, Company was not required to transfer any
amount of dividend or any shares to Investor Education and Protection Fund.
But your Company has declared final dividend in the financial year of
2017-2018, 2018-2019 and interim & final dividend in 2021-22 and the details of
Unpaid/Unclaimed Dividend account of Members of the Company is given on the website of the
Company -https://www.macpowercnc.com/investor/unpaid- or-unclaimed-dividend-details/.
In Furtherance, Company has appointed Nodal Officer for and on behalf
of the Company to Coordinate with IEPF Authority pursuant to Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second amendment Rules,
2019 and amendment thereto if any, Details of Nodal Officer is as under:
Name: Mr. Kishor Kikani
Designation: Company Secretary & Compliance Officer Contact
details: cs@macpowercnc.com
MANAGEMENT
I. Director and Key Managerial Personnel Directors
Following are the Promoter/Promoter group Directors of the Company as
on 31st March, 2023 and during the year under review, there has been no change in the
Board of Directors of the Company:
Sr. No. Names of
Directors |
Designation |
DIN |
1. Mr. Rupesh J. Mehta |
Managing Director |
01474523 |
2. Mr. Nikesh J. Mehta |
Whole-Time Director&
Chief Executive Officer |
01603779 |
3. Mrs. Riya R. Mehta |
Non -Executive & Woman
Director |
01603726 |
Director retiring by rotation
Mrs. Riyaben R. Mehta, Director (DIN: 01603726) of the Company retires
at this ensuing Annual General Meeting pursuant to provision of section 152(6) of the
Companies Act, 2013 and being eligible, offer herself for re-appointment.
The relevant details and Brief profile of Director seeking
re-appointment are given in the Notes/Annexures to the Notice of the Annual General
Meeting.
Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
following are the Key Managerial Personnel of the Company as on March 31,2023:
Sr. No Names of
KMP |
Designation |
DIN/PAN |
1. Mr. Rupesh J. Mehta |
Managing Director |
01474523 |
2. Mr. Nikesh J. Mehta |
Whole-Time Director(WTD) and
Chief Executive Officer(C EO) |
01603779 |
3. Mr. Rajnikant Raja |
CFO |
ADEPR7853H |
5. Mr Kishor Kikani |
CS |
AVXPK4815H |
Board at their meeting held on 5th August, 2022 has re-appointed Mr.
Rupesh J. Mehta (DIN: 01474523), Managing Director and Mr. Nikesh J. Mehta (DIN:
01603779), Whole Time Director of the Company for a period of 3 (three) years effective
from October 1, 2022 to September 30, 2025 and which was approved by shareholders at their
AGM held on 27.09.2022.
Change in KMP during the year
During the year under review, there is no change in the KMP of the
Company:
ii. Independent Directors
Following are the Independent Directors of the Company and during the
year under review there has been no change in the Independent Directors of the Company:
1) Mr. Maulik R. Mokariya [DIN: 05310868],
2) Mr. Rajubhai R. Bhanderi [DIN: 07986563] and
3) Mr. Deven J. Doshi [DIN: 07994505]
Aforesaid all the Independent Directors were reappointed at 19th
annual general meeting held on 27.09.2022 for a period of five (5) years for 2nd term from
November 17, 2022 to November 16, 2027.
In terms of the Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the Company have enrolled
themselves on the Independent Directors Databank and also passed the online proficiency
self-assessment test within the specified timeline.
iii. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, the independent
directors have submitted declarations that each of them meets the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and as per
Regulation 16(1)(b) and Regulation 25 (8) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") at the first meeting of the Board of financial year. In Furtherance,
Company has also received confirmation that that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence and that they are independent of the management. There has been no
change in the circumstances affecting their status as independent directors of the
Company.
During the year under review, the non-executive director and
Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses, if any,
incurred by them for the purpose of attending meetings of the Board/Committee of the
Company.
None of the Directors are disqualified to be continued to act as
Director of the Company.
iv. Board Meeting
Five meetings of the Board of Directors were held during the year under
review and the gap between two meetings did not exceed one hundred and twenty days. For
details of meetings of the Board, please refer below table:
Board of Directors |
Rupesh J. Mehta |
Nikesh J. Mehta |
Riya R. Mehta |
Maulik R. Mokariya |
Rajubhai R. Bhanderi |
Deven J. Doshi |
Meeting
Date/
Designation |
Managing
Director |
Whole - Time Director |
Non-Executive & Woman
Director |
Independent
Director |
Independent
Director |
Independent
Director |
28.05.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
05.08.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
26.09.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
10.11.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
11.02.2023 |
YES |
YES |
YES |
YES |
YES |
YES |
During FY 2022-23, two resolutions were passed by circulation on 18th
April, 2022 and 9th September, 2022. Meetings of the Independent Directors were
held on 11/02/2023. The Independent Directors, inter-alia, reviewed the performance of
Chairman of the Company and Board of Directors.
v. Committees of the Board
There are 4 Board Committees as on March 31, 2023 that have been
formed, considering the needs of the Company, details of which are as follows;
Audit Committee
Meeting |
Rupesh J. Mehta |
Rajubhai R. Bhanderi |
Deven J. Doshi |
Managing Director |
Independent Director |
Independent Director |
Date/Designation |
Member |
Chairperson |
Member |
28.05.2022 |
YES |
YES |
YES |
05.08.2022 |
YES |
YES |
YES |
26.09.2022 |
YES |
YES |
YES |
10.11.2022 |
YES |
YES |
YES |
11.02.2023 |
YES |
YES |
YES |
Stakeholders'
Relationship Committee (SRC) Meeting |
Rupesh J. Mehta |
Nikesh J. Mehta |
Rajubhai R. Bhanderi |
Managing Director |
Whole-Time Director |
Independent Director |
Date/Designation |
Member |
Member |
Chairperson |
11.02.2023 |
YES |
YES |
YES |
Nomination
Remuneration Committee (NRC) Meeting |
Rajubhai R. Bhanderi |
Deven J. Doshi |
Riya R. Mehta |
Independent Director |
Independent Director |
Non -Executive Director |
Date/Designation |
Chairperson |
Member |
Member |
05.08.2022 |
YES |
YES |
YES |
Corporate
Social Responsibility Committee Meeting |
Rupesh J. Mehta |
Nikesh J. Mehta |
Rajubhai R. Bhanderi |
Managing Director |
Whole-Time Director |
Independent Director |
Date/Designation |
Member |
Member |
Chairperson |
05.08.2022 |
YES |
YES |
YES |
vi. Company's Policy /Terms of Reference of committees
The Terms of Reference of Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and corporate social responsible committee
are disclosed in Corporate Governance report which forms part of this Annual Report.
vii. Company's Policy on Directors' Appointment and Remuneration
Remuneration policy of the Company is designed to create a
high-performance culture. It enables the Company to attract, retain and motivate employees
to achieve results. Our business model promotes customer centricity and requires employee
mobility to address project needs. The remuneration policy supports such mobility through
pay models that are compliant to local regulations.
The Company pays remuneration by way of salary, benefits, perquisites
and allowances etc. to its Managing Director & the Executive Directors. The Nomination
and Remuneration Committee recommend annual increments The Board of Directors, on the
recommendation of the Nomination and Remuneration Committee, decides the
commission/remuneration payable to the Managing Director and the Executive Directors out
of the profits for the financial year and within the ceilings prescribed under the Act,
based on the Board evaluation process considering the criteria such as the performance of
the Company as well as that of the Directors. The said commission/remuneration is decided
each year by the Board of Directors, on the recommendation of the Nomination and
Remuneration Committee and paid to the Managerial personnel based on the Board evaluation
process, considering criteria such as their attendance and contribution at the Board and
Committee meetings, as well as the time spent on operational matters other than at
meetings. The Company may reimburse the out-of-pocket expenses incurred by the Directors
for attending the meetings.
Nomination and Remuneration policy is placed on the website of the
Company at https://macpowercnc.com/albums/investor
doc/NominationandRemunerationpolicy.pdf
viii. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI (LODR) Regulations, 2015.The performance of the board was evaluated by the
Board after seeking inputs from all the directors on the basis of criteria such as the
board composition and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of
non-independent directors, the board as a whole and the Chairman of the Company were
evaluated, taking into account the views of executive directors and non-executive
directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.
As per Companies Act, 2013, Board has made annual evaluation of its own
performance and also of its committees and Individual Directors. The evaluation of all the
directors and the Board as a whole was conducted based on the criteria and framework
adopted by the Board. Board of Directors is actively taking an action for evaluation.
ix. Remuneration of Directors and Employees
Details of Remuneration of Executive Directors for the year ended on
March 31,2023:
Name of Directo r |
Designation |
Amount of Remuneration |
Mr. Rupesh J. Mehta |
Managing Director |
*36,00,000 |
Mr. Nikesh J. Mehta |
Whole-Time
Director |
*24,00,000 |
* Board of directors has based upon the recommendation of nomination
and remuneration committee and subject to approval of members of the company (which later
approved by members at their AGM held on 27.09.2022) has reappointed and revised
managerial remuneration as follows:
Mr. Rupesh J. Mehta having monthly remuneration (gross salary) of Rs.
3,00,000/- till 30th September, 2022 and thereafter professional/Management
Consultancy Fee of Rs. 3,00,000/- plus 18% GST with effect from 01st October, 2022 and Mr.
Nikesh J. Mehta having monthly remuneration (gross salary) of Rs. 2,00,000/- till 30th
September, 2022 and thereafter professional/Management Consultancy Fee of Rs. 2,00,000/-
plus 18% GST with effect from 01st October, 2022.
The Company has not paid any remuneration/commission/sitting fees to
Non-Executive director and Independent Directors.
Particulars of employees:
Disclosure pertaining to remuneration and other details as required
under the Act read with Rule 5 of the Companies [Appointment and Remuneration of
Managerial Personnel] Rules, 2014 and amendments thereof are provided in the Annual
Report. Particulars of Employees in terms of the provisions of Section - 197(12) of the
Act read with Rule 5 is attached with this report as Annexure - 1.
x. Directors' Responsibility Statement
Pursuant to the provisions of Section 134(3)(C) and 134(5) of the
Companies Act, 2013, Your directors confirm, to the best of their knowledge and belief:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) 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 year
and the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis;
(e) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively;
(f) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and
operating effectively.
INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:
"Internal financial controls" means the policies and
procedures adopted by the company for ensuring the orderly and efficient conduct of its
business, including adherence to company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information. Based on
the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by management and
the relevant board committees, including the audit committee, the Board is of the opinion
that the Company's internal financial controls were adequate and effective during FY
2022-23.
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the year under review, no
material or serious lapses have been observed by the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
The Company's internal control procedure, which includes internal
financial controls, ensures compliance with various policies, practices and statutes
keeping in view the organization's pace of growth and increasing complexity of operations.
The Internal Auditors carry out extensive audits throughout the year across all functional
areas and submit their reports to the Audit Committee. The said Reports have not included
any observation of any serious lapses in the system during the year under review.
Based on its evaluation [as defined in section 177 of Companies Act
2013 and Clause 18 of SEBI Regulations 2015], our audit committee has concluded that, as
of March 31, 2023 our internal financial controls were adequate and operating effectively.
DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your company has no holding/subsidiary/associate company. So,
disclosure in AOC-1 required under section 129 of the Act is not applicable to your
company.
DETAILS OF DEPOSITS
Your company has not accepted any deposits and as such no amount of
Principal or Interest was outstanding as of the Balance Sheet.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not made any transaction that was falling under the
ambit of section-186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has entered into transaction with Related Parties at Arm's
Length Basis. Particulars of contracts or arrangements with related parties referred to
section - 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure
- 2 to the Board's Report.
CORPORATE SOCIAL RESPONSIBILITIES
Your Company is falling under the ambit of Section 135 of the Companies
Act, 2013 i.e. Corporate Social Responsibility. During the year 2022-23, company has spent
total amount of Rs.19.52 Lakhs as CSR expenditure.
The brief outline of the Corporate Social Responsibilities [CSR] policy
of the Company and the initiatives undertaken by your company on CSR activity during the
year under review are set out in Annexure -3 of this report in the format
prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 i.e.
Annual Report on CSR Activities. The CSR policy is available on the website of the company
at https://macpowercnc.com/albums/investor doc/CorporateSocialResponsibilitvpolicv.pdf
Further, the details relating to the Composition of CSR Committee and
Meetings of CSR Committee disclosed in above point of Board's Report relating to
Committees of Board and also disclosed in the Annual Report on CSR Activities.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is
furnished in Annexure - 4 attached to this report.
RISK MANAGEMENT
The Company was not required to frame Risk Management Committee
pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and accordingly not constituted, however, the board of directors is
responsible for framing, implementing and monitoring the risk management plan for the
listed entity and Audit Committee of the Company also evaluating Risk Management Systems.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees to report concerns about unethical
behavior and to report instances of leak of unpublished price sensitive information. No
person has been denied access to the Chairman of the Audit Committee. The said policy has
been uploaded on the website of the Company at https://www.macpowercnc.com/albums/investor
doc/VigilMechanismorWhistleBlowerpolicy.pdf
The Audit Committee is continuously verifying the Whistle Blower policy
(vigil mechanism) which provides a format mechanism for all stakeholders, employees and
directors of the Company to approach the Chairman of the Audit Committee of the Company
and make protective disclosures about the unethical behaviour towards stakeholder/employee
of the company, leak of UPSI, actual or suspected fraud or violation of the Company's Code
of Conduct.
MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS
During the year under review, there are no significant or material
orders passed by the Regulators/Courts/Tribunals that could impact the going concern
status of the company and its future operations.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there was no application made or no
proceeding pending under the insolvency and bankruptcy code, 2016.
AUDITORS AND AUDITORS' REPORT
The Details of the Auditors of the Company are as stated below:
Name of Auditor |
Type of Auditor |
FY 22-23 |
FY 23-24 |
M/s. S.C. Makhecha &
Associates (FRN: 120184W) |
Statutory
Auditor,
Rajkot |
Appointed in 15th
AGM [i.e. AGM for 2017-18] for consecutive term of 5 years from 15th Annual
General Meeting till the Conclusion of 20th AGM (i.e. F.Y2022-23.) |
The Board has recommended
for reappointment at this 20thAGM for a 2nd term of 5 Consecutive
years i.e. till the conclusion of AGM pertaining to financial year ending on 31st March,
2028. |
M/s. K. P. Rachchh& Co.
FCS: 5156 |
Statutory
Auditor |
Appointed to conduct
Secretarial audit for FY 2022-23. |
Re-appointed to conduct
Secretarial audit for FY 2023-24 |
M/s. Borad Sanjay B &
Associates |
Cost Auditor |
Appointed to conduct cost audit
for FY 2022-23. |
Re-appointed to conduct cost
audit for FY 2023-24. |
Mr. Vishal Kadia |
Internal Auditor |
Appointed to conduct Internal
Audit for FY year 2022-23. |
Mr. Vishal Kadia re-appointed
to conduct Internal Auditor for FY 2023-24 however he ceased as an Internal Auditor after
closure of working hours on 07th July, 2023 and thereafter Mr. Vishal B. Mehta appointed
as an Internal Auditor w.e.f 8th July, 2023 to conduct Internal audit for FY 2023-24. |
A. STATUTORY AUDITORS:
M/s. S. C. Makhecha & Associates, Chartered Accountants (FRN:
120184W) were Appointed in 15th AGM [i.e. AGM for 2017-18] for a term of 5 consecutive
years from 15th Annual General Meeting till the Conclusion of 20th AGM (i.e. F.Y2022-23)
and their 1st term will got expire after the conclusion of this ensuing 20th Annual
General Meeting and accordingly, being eligible, the Board has recommended before the
shareholders at this 20th Annual General Meeting for reappointment of M/s S. C. Makhecha
& Associates as a statutory auditors of the Company for a 2nd term of 5 consecutive
years from 20th AGM until the Conclusion of 25th AGM (i.e. from FY 2023-24 to F.Y
2027-28). They have given consent and confirmed that they are not disqualified from
continuing as Auditors of the Company. Further, as required under SEBI (LODR) Regulations,
2015, they hold valid peer review certificate No. 015108. Necessary resolution for
reappointment of Statutory Auditors of the Company forms part of the Notice of the ensuing
Annual General Meeting.
The Auditors' Report for the financial year ended March 31, 2023 does
not contain any reservation, qualification or adverse remark. The notes on financial
statement referred to in the Auditors' Report are self-explanatory and do not call for any
further comments.
NO FRAUD REPORTING
No fraud has been reported by the Auditors under section 143(12) of the
Companies Act, 2013 requiring disclosure in the Board's Report.
B. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act and Rules made
there under, the Board of Directors had appointed M/s. K. P. Rachchh & Co., Practicing
Company Secretaries for conducting Secretarial Audit of the Company for the FY 2022-23.
The Secretarial Audit Report obtained pursuant to the provisions of
Section 204 of the Act and Rules made there under, from M/s. K. P. Rachchh & Co.,
Practicing Company Secretaries for the FY 2022-23 is set out at 'Annexure- 5' forming
a part of this Report.
The Secretarial Auditors Report for the financial year ended March 31,
2023 is self-explanatory and does not call for any further clarifications.
Further, the Board of Directors at their meeting held on May 27, 2023
has re-appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for
conducting Secretarial Audit of the Company for the FY-2023-24 under the Companies Act,
2013 and under regulation 24A of the SEBI (LODR) Regulations, 2015.
C. COST AUDITORS:
The Board has appointed M/s. Borad Sanjay B & Associates, Cost
Accountants for conducting the audit of cost records of the Company for single segment for
the financial year 2022-23 as recommended by the Audit Committee.
In furtherance, Company has re-appointed M/s. Borad Sanjay B &
Associates, Cost Accountants for the year 2023-24 at a remuneration of Rs. 35,000/- and As
required underSection-148 and Rule 14 of the Companies [Audit and Auditors] Rules, 2014,
Necessary resolution for ratification of payment of remuneration to the said Cost Auditors
forms part of the Notice of the ensuing Annual General Meeting
D. INTERNAL AUDITORS:
Mr. Vishal B. Mehta has been appointed by the Board of Directors at
their meeting held on July 7, 2023, as Internal Auditors of the Company for the financial
2023-24 w.e.f July 8, 2023 upon resignation of Mr. Vishal Kadia as an internal auditor of
the Company with effect from July 7, 2023 due to his preoccupation in other assignments.
COMPLIANCE WITH SECRETARIAL STANDARDS
We, the Directors of the Company, hereby state the Company has complied
all applicable Secretarial Standards to the applicable extend.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return as on March 31, 2023 is available on the website of the Company at https://www.macpowercnc.com/investor/annual-return.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
Management Discussion & Analysis Report for the year under review,
under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate
section and forms a part of this Report.
CORPORATE GOVERNANCE REPORT
Your directors reaffirm their continued commitment to good corporate
governance practices. During the year under review, your company was in compliance with
the provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015,
relating to Corporate Governance.
The Report on Corporate Governance as stipulated under Regulation 34 of
the SEBI Listing Regulations forms an integral part of this Report. The requisite
certificate on Corporate Governance availed from M/s. K. P. Rachchh & co. Practicing
Company Secretaries, confirming compliance with the conditions of corporate governance as
stipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report on
Corporate Governance presented in a separate section and forms a part of this Report
DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy on prevention, prohibition and
Redressal of Sexual harassment at workplace and has duly constituted an Internal
Complaints Committee in line with the provisions of the Sexual Harassment of Women at
Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules thereunder. The
said policy is uploaded on the website of the Company at https://macpowercnc.com/albums/investor
doc/POLICYONSEXUALHARASSMENTATWORKPLACE.pdf
There have been no complains related sexual harassment reported during
the year under review.
INSURANCE
The assets of the company including buildings, plant & machinery,
stocks, etc. wherever necessary and to the extent required have been adequately insured
against various risks.
SEGMENT REPORTING
The Company is engaged in the business of manufacturing of CNC Turning
Centres, Vertical Machining Centres [VMC], Horizontal Machining Centres [HMC], Cylindrical
Grinder, Vertical Turret Lathe [VTL], Turn Mill Centres, Drill Tap Centre [DTC], Twin
Spindle Turning & VMC along with robotic automation solutions. Considering the nature
of the Business and Financial Reporting of the Company, the segment reporting is not
applicable to company as your company's business in single segment.
HUMAN RESOURCE DEVELOPMENT
Your Company continued to focus on attracting new talent while
investing in organic talent development to help employees acquire new skills, explore new
roles and realize their potential.
The Company's relation with human resource continued to be cordial
during the year under review. The Board wishes to take place on record its appreciation
for the valuable services rendered by its entire workforce. During the year there was no
instance of Strike, Lock out or another issues related to Human Resources.
GENERAL
The Board of Directors confirms that no disclosure or reporting is
required in respect of the following matters as there were no transactions on these
matters during the FY23:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise;
2. Issue of shares (including sweat equity shares or Stock options) to
employees of the Company;
3. non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014;
4. Material or serious instances of fraud falling within the purview of
Section 143(12) of the Act and Rules made there under.
ACKNOWLEDGMENTS
The Directors thank the Company's employees, customers, vendors,
investors and academic partners for their continuous support.
The Directors also thank the Government of India, Governments of
various states in India, Governments of various countries and concerned Government
departments and agencies for their co-operation.
The Directors appreciate and value the contribution made by every
member of the work family. Stakeholders support is also acknowledged by the Management of
the Company.
Place: Metoda, Rajkot For and on behalf the Board of
Date: 11th August, 2023
MACPOWER CNC MACHINES LIMITED
[Rupesh J. Mehta] Chairman & Managing Director DIN: 01474523
ANNEXURE -1
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration (Managerial Personnel) Rules,
2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year and the percentage
increase in remuneration of each director, chief executive officer, chief financial
officer, company secretary in the financial year:
Name of Director/KMP |
Designation |
Ratio to median
remuneration
[annually] |
Rupesh J. Mehta |
MD |
24.80x |
Nikesh J. Mehta |
WTD & CEO |
16.53x |
Riya R. Mehta |
Non-executive & Woman
Director |
Not applicable as no
Remuneration |
Rajnikant M. Raja |
CFO |
6.77x |
Kishor Kikani |
CS |
2.67x |
No sitting fees and commission paid to Non-Executive Directors &
Independent Directors during the year under review.
b. The percentage increases in the median remuneration of employees in
the financial year: 7%
to 9%.
c. The number of permanent employees on the rolls of the company: 554
d. The explanation on the relationship between average increase in
remuneration and Company performance: The average increase in the managerial
remuneration for the F.Y 2022-23 is 8% to 12% and the average increase in the salary of
employees other than managerial personnel for the FY 2022-23 is upto 6 to 10%.
On an average, employees received an annual increase of upto 7%. The
individual increments varied from 3% to 31% based on individual performance.
In order to ensure that remuneration reflects Company performance, the
performance pay is also linked to organization performance, apart from an individual's
performance.
e. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: NA
f. Affirmation: The Company affirms that the remuneration of the
Director and the employees of the CompanyareaspertheremunerationpolicyoftheCompany.
The Statement of particulars of employees under Section 197(12) read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel), Rules, 2014 is not provided with as during the financial year under review, no
employee of the Company including Managing Director was in receipt of remuneration in
excess of the limits set out in the said rules.
Place: Metoda, Rajkot Date: 11th August, 2023
For and on behalf of the Board of MACPOWER CNC MACHINES LIMITED
[Rupesh J. Mehta] Chairman &Managing Director DIN: 01474523
ANNEXURE- 2 FORM NO. AOC-2
[Pursuant to clause (h) of sub-section (3)of section 134 of the Act and
Rule 8(2) of the
Companies(Accounts)Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transactions under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at arm's
length basis: NOT
APPLICABLE
2. Details of material contracts or arrangement or transactions at
arm's length basis:
Name(s) of the related party
and nature of relationship: |
Nature of contracts/
arrangements /transactions |
Duration of the contracts/
arrangement/ transactions |
Salient terms of the
contracts or arrangements or transactions including the value, if any |
Date(s) of approval by the
Board |
Amount paid as
advances, if any |
Modern Machine
Tools
[Proprietorship of Mrs. Raxaben Jagdish Mehta] [Relative of
Directors] |
Purchases [Repair, Parts and
Tools/ Machinery] |
Ongoing but
Approved by Board of Directors Yearly |
13,89,993 |
28.05.2022 |
|
Sale
[Repair, Parts and Tools/ Machinery] |
1,57,726 |
28.05.2022 |
|
Macpower
Industries
[Proprietorship of Mr. Rupesh. J. Mehta]
[Directors] |
Purchases [Repair, Parts and
Tools/ Machinery] |
Ongoing but
Approved by Board of Directors Yearly |
9,95,330 |
28.05.2022 |
|
Sale
[Repair, Parts and Tools/ Machinery] |
36,747 |
28.05.2022 |
|
Place: Metoda, Rajkot For and on behalf of the Board of
Date: 11th August, 2023 MACPOWER CNC MACHINES LIMITED
[Rupesh J. Mehta] Chairman &Managing Director DIN: 01474523
CORPORATE SOCIAL RESPONSIBILITY REPORT
1. Brief outline on CSR Policy of the Company:
The company considers itself as Responsible Corporate and as a
Responsible Corporate, Company's Philosophy is not just to abide by the Legal Laws but
actively contribute to the social, environmental and economic development of the society
in which company operates.
2. Composition of CSR Committee:
Sl. No. Name of
Director |
Designation / Nature of
Directors hip |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1. Mr. Rajubhai
Bhanderi |
Chairman of the Committee
& ID |
1 |
1 |
2. Mr. Rupesh Mehta |
Member of the Committee
& MD |
1 |
1 |
3. Mr. Nikesh Mehta |
Member of the Committee &
CEO and WTD |
1 |
1 |
3. Provide the web-link where Composition of CSR committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the company:
The Company has framed a CSR Policy in compliance with the provisions
of Section 135 of the Companies Act, 2013 and the same is placed on the website of the
Company and the web links for the same are as under:
a) CSR Committee: https://www.macpowercnc.com/investor/Board-committee-details/
b) CSR Policy:
https://www.macpowercnc.com/albums/investor
doc/CorporateSocialResponsibilitvpolicv.pdf
c) CSR projects approved by the Board:
https://www.macpowercnc.com/albums/investor
doc/CSRprojectsapprovedbytheBoardforFY 2022-23.pdf
4. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility
Policy) Rules, 2014, if applicable (attach the report): Not Applicable
5. (a) Average net profit of the company as per section 135(5): 9,73,56,882/-
(b) Two percent of average net profit of the company as per section
135(5): 19,47,138/-
(c) Surplus arising out of the CSR projects or programmers or
activities of the previous financial years: Not Applicable
(d) Amount required to be set off for the financial year, if any: Not
Applicable
(e) Total CSR obligation for the financial year (7a+7b- 7c): 19,47,138/-
6. (a) CSR amount spent or unspent for the financial year:
Total Amount Spent
for the Financial Year.
(in Rs.) |
Amount Unspent
(in Rs.) |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
Amount. |
Date of transfer. |
Name of the Fund |
Amount |
Date of transfer. |
19,52,000/ - |
NIL |
(b) Details of CSR amount spent against ongoing projects for the
financial year: Nil
(c) Details of CSR amount spent against other than ongoing projects for
the financial year:
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
Sl. No.
Name of the Project |
Item from the
list of activities in schedule VII to the Act. |
Local
area
(Yes/
No). |
Location of the
project. |
Amount spent for
the project (in Rs.). |
Mo de of
implementation on Direct (Yes/No). |
Mode of
implementation Through implementing agency. |
State. |
District |
Name. |
CSR
Registration number. |
1. Promoting health care |
I |
YES |
Gujarat |
Rajkot |
2,52,000 |
No |
Shree Giriraj Foundation |
CSR00012034 |
2. Gaushala maintenance &
cattle Welfare |
iv |
YES |
Gujarat |
Rajkot |
17,00,000 |
No |
Yashonandan
Girgay
Gaushala Trust |
CSR00023992 |
TOTAL |
|
|
|
|
19,52,000 |
|
|
|
(d) Amount spent in Administrative Overheads: NIL
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): 19,52,000/-
(g) Excess amount for set off, if any
Sl. No . Particular |
Amount (in Rs.) |
(i) Two percent of average net
profit of the company as per section 135 (5) |
19,47,138 |
(ii) Total amount spent for the
Financial Year |
19,52,000 |
(iij) Excess amount spent for
the financial year [(ii)-(i)] |
4,862 |
(iv) Surplus arising out of the
CSR projects or programmes or activities of the previous financial years , if any |
Nil |
(v) Amount available for set off
in succeeding financial years [(iii)-(iv)] |
4,862 |
7. Details of Unspent CSR amount for the preceding three financial
years: Nil
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year: No
In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year (Asset-wise details): Not Applicable
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5): Not Applicable
Sd/-
Rupesh Mehta
Chairman and Managing Director DIN: 01474523
Sd/-
Rajubhai Bhanderi Chairman - CSR Committee DIN:07986563
Date: 11th August, 2023 Place: Metoda, Rajkot
CONSERVATION OF ENERGY, RESERARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EARNING & OUTGO
A. CONSERVATION OF ENERGY:
1. The steps taken or impact on conservation of energy: 200KW Solar
Plant was installed during the FY2020-21.
Installation of solar plant is company's one step towards
self-reliance for captive power consumption
Solar Plant installation will help to reduce carbon footprint
which leads to prevent greenhouse effects.
2. The steps taken by the company for utilizing alternate sources of
energy: Solar Plant installation
3. The capital investment on energy conservation equipment's: Nil
TOTAL ENERGY CONSUMPTION
A. Power & Fuel
Consumption |
Particulars |
2022-23 |
2021-22 |
a) Electricity |
|
|
Purchased (KWH)(Units) |
10,32,273 |
8,95,140 |
Total Amount |
91,41,153 |
66,98,344 |
Average Rate Rs. |
8.86 |
.48 |
b) Coal |
N.A. |
N.A. |
Quantity (MT) |
|
|
Total Amount (Rs. In Lakhs) |
|
|
Average Rate Rs. |
|
|
c) Furnace Oil |
N.A. |
N.A. |
Quantity (MT) |
|
|
Total Amount (Rs. In Lakhs) |
|
|
Average Rate Rs. |
|
|
d) Solar Energy |
|
|
Generated (Units) during the
year |
2,40,000 |
2,54,000 |
B. Consumption for Unit of
Production |
Particulars |
2022-23 |
2021-22 |
Production (Nos) |
1047 |
1046 |
Consumption per unit
[Electricity (KWH)& Solar (Units)] |
1215.16 |
1098.60 |
B. TECHNOLOGY ABSORPTION -
(i) the efforts made towards technology absorption: Nil
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution: Nil
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the year under reference) -
a) Details of the technology imported;
b) The year of import;
c) Whether the technology has been fully absorbed and if not, areas
where absorption has not taken place, and the reasons thereof: No technology Imported in
last three years
(iv) the expenditure incurred on Research and Development : NIL
C. FOREIGN EXCHANGE EARNING AND OUTGO:
(i) Total foreign Exchange Earnings during the year: NIL
(ii) Total foreign Exchange outgo (FOB): INR 17,39,90,143/-
Place: Metoda, Rajkot For and on behalf of the Board of
Date: 11th August, 2023 MACPOWER CNC MACHINES LIMITED
[Rupesh J. Mehta] Chairman & Managing Director DIN: 01474523
ANNEXURE- 5
FORM NO. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2023 [Pursuant to
section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014]
To,
The Members,
MACPOWER CNC MACHINES LIMITED
(CIN: L30009GJ2003PLC043419)
Plot No. 2234, Nr. Kranti Gate, GIDC Metoda,
Tal. Lodhika, Dist. Rajkot- 360021
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by MACPOWER CNC
MACHINES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, We hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on 31st March, 2023,has
generally complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by MACPOWER CNC MACHINES LIMITED ("the
Company") for the financial year ended on 31st March, 2023, according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder and
further amendments thereto and as per applicability to the company;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA'),
Securities Contracts (Regulation) Amendment Act, 2007 and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, transfer and
transmission of shares;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 and amendments thereto;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 and amendments thereto;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; Not Applicable during the Audit period.
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014; The Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,2021; Not Applicable during the
Audit period.
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 and The Securities and Exchange Board of India (Issue
and Listing of Non-Convertible Securities) Regulations, 2021; Not Applicable during
the Audit period.
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client. Not applicable during the Audit period.
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; Not Applicable during the Audit period and
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; Not Applicable during the Audit period.
(vi) The Company has identified the following laws as specifically
applicable to the Company:
1. Explosive Act, 1884
We have also examined compliance with the applicable clauses of the
following:
(I) Secretarial Standards issued by The Institute of Company
Secretaries of India with respect to board and general meetings.
(ii) The Listing Agreement as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and amendments thereto entered into by the
Company with National Stock Exchange of India Limited and Compliances to be made as per
SEBI (Listing of Obligations and Disclosure Requirement) Regulations, 2015 were complied
within the time prescribed under the SEBI (Listing of Obligations and Disclosure
Requirement) Regulations, 2015. except for the following one time non compliance
/delayed compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015 related to
Disclosures of Related Party Transactions for the half year ended on 31st March, 2022:
Company has Submitted Disclosures of Related Party Transactions under
Regulation 23(9) of SEBI (LODR) Regulations, 2015 on 17th June, 2022 and date of
publication of financial result was 28th May, 2022 and accordingly submitted late by four
(4) days and In respect thereto, NSE has levied fine of Rs. 20,000 + GST Total amount Rs.
23,600 as per SEBI Circular No. SEBI /HO / CFD /CMD /CIR / P / 2020/12 Dated January 22,
2020 (Referred to as SOP Circular) and Company has paid fine amount of Rs. 21,600/- after
deducting TDS of Rs. 2000/- within the given time period.
During the period under review, apart from above mentioned
noncompliance /delayed compliance, the Company has generally complied with the provisions
of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors.
Further, re-appointment of Managing Director, Whole Time Director and of Independent
directors for second term of five (5) years were made in due compliance with the
provisions of the Companies Act, 2013.
Adequate notice was given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and through circular resolutions and at
Committee Meetings have been carried out unanimously as recorded in the minutes of the
meetings of the Board of Directors or Committees of the Board, as the case may be. There
were no dissenting views on any matter.
We further report that based on review of compliance mechanism
established by the Company and on the basis of the Management representation letter, we
are of the opinion that the management has adequate systems and processes commensurate
with its size and operations, to monitor and ensure compliance with all applicable laws,
rules, regulations and guidelines.
For: K. P. Rachchh & Co.
Company Secretaries
Place : Rajkot
Date :11/08/2023
UDIN: F005156E000787146
Kalpesh P. Rachchh Proprietor FCS No. : 5156 C P No.: 3974
Peer Review Certificate No.:737/2020
This Report is to be read with our letter of even date which is annexed
as Annexure A and Forms an integral part of this report.
ANNEXURE TO SECRETARIAL AUDIT REPORT
To,
The Members,
MACPOWER CNC MACHINES LIMITED
(CIN: L30009GJ2003PLC043419)
Plot No. 2234, Nr. Kranti Gate, GIDC Metoda,
Tal. Lodhika, Dist. Rajkot- 360021
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the
management of the Company. Our responsibility is to express as opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the Secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records.
We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, Rules, Regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For: K. P. Rachchh & Co.
Company Secretaries
Place : Rajkot
Date :11/08/2023 Kalpesh P. Rachchh
UDIN: F005156E000787146 Proprietor
FCS No. : 5156 C P No.: 3974
Peer Review Certificate No.:737/2020
|