You are here » Home » Companies » Company Overview » Macpower CNC Machines Ltd

Macpower CNC Machines Ltd.

BSE: 535057 Sector: Engineering
NSE: MACPOWER ISIN Code: INE155Z01011
BSE 05:30 | 01 Jan Macpower CNC Machines Ltd
NSE 00:00 | 02 Dec 349.55 3.40
(0.98%)
OPEN

346.20

HIGH

356.15

LOW

345.05

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Macpower CNC Machines Ltd. (MACPOWER) - Director Report

Company director report

To

The Members

of Macpower CNC Machines Limited

Your Directors have pleasure in presenting their 19th Annual Report onbusiness and operation of your company together with the Financial Statements for the yearended on March 312022.

FINANCIAL RESULT

Particulars Current Financial Year (2021-22) Previous Financial Year (2020-21)
Revenue from Operation s 19048 1 1287
Other Income 47 35
Total Income 19095 11322
Profit/Loss before depreciation Finance Costs Exceptional items and Tax Expense 2 134 954
Less: Depreciation/Amortization/ Impairment 279 261
Profit/(Loss) before Finance Costs Exceptional items and Tax Expense 1 855 693
Less: Finance Costs 16 17
Profit/(Loss) before Exceptional items and Tax Expense 1839 676
Add/(less): Exceptional items 0 0
Profit/(Loss) before Tax Expense 1 839 675
Le s s : Tax Expense [Current & Deferred] 555 72
Current Income Tax 388 108
Deferred Tax 167 -36
Profit/(Loss) for the year 1284 603

OVERVIEW OF OPERATIONS

Performance of your company was outperformed during the financial year2021-22 by generating highest total operating revenue of Rs. 190.48 Crore against Rs.112.87 Crore of previous financial year representing Increase in Y-o-Y growth rate by69%. The EBITDA of the Company has grown by 127% from the last year and reached to Rs.20.86 Crore from Rs. 9.17 Crore. This year your company's PAT comes to Rs. 12.84 Crore aslast year it was Rs. 6.03 Crore representing Y-o-Y growth rate increase by of 113%. EPSstands at Rs 12.84 per share as against Rs 6.02 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 thenet profits of the Company for the FY22. Hence the entire amount of profit has beencarried forward to the Profit & Loss Reserve Account.

DIVIDEND

During the year under review the Board of Directors declared and paidinterim dividends of Re. 0.50/- per equity share each. The total amount distributed asinterim dividends on the paid-up equity share capital for the year amounted to Rs.5002080/-.

Based on the performance of the Company for the year the Board ofDirectors is pleased to recommend a final dividend of Re.1/- per equity share subject toapproval of Shareholders at the Annual General Meeting which if approved will absorb Rs.10004160/- towards final dividend.

The aggregate amount of payout by the Company considering interimdividends paid during the year and the final dividend recommended for the financial yearended March 312022 would be Rs. 1.50/- per equity share i.e. Rs. 15006240/-.

In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 and amendments thereof dividends paid or distributed by the Companyshall be taxable in the hands of the Shareholders. The Company shall accordingly makethe 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 inyour company which management believes that having an impact on the affairs of yourcompany;

DISPATCH OF MACHINES

During the year your company has dispatched total 1046 Machines tovarious sectors like Private sector Defense sector Education sector Research sectoretc.

MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS

There have been no material changes and commitments affecting thefinancial position of the Company since the closure of financial year i.e. since March312022

REVISION OF FINANCIAL STATEMENTS

None of Financial Statements of the Company pertaining to previousfinancial 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 theCompany and neither there was any reclassification nor sub-division of equity sharesduring 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 applicableto equity securities. So during the year no credit rating certificate related securitiesis taken as it is not applicable.

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

During the year under review Company was not required to transfer anyamount of dividend or any shares to Investor Education and Protection Fund.

But in the financial year of 2017-2018 2018-2019 your Company hasdeclared dividend interim dividend in 2021-22 and the details of Unpaid/UnclaimedDividend 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 behalfof the Company to CoOrdinate with IEPF Authority pursuant to Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Second amendment Rules2019 and amendment thereto if any Details of Nodal Officer is as under:

Name: Mr. Kishor Kikani

Designation: Company Secretary & Compliance Officer Contactdetails: cs@macpowercnc.com

MANAGEMENT

I. Director and Key Managerial Personnel Directors

Following are the Promoter/Promoter group Directors of the Company ason 31st March 2022 and during the year under review there has been no change in theBoard of Directors of the Company:

Sr. Names of Directors No. 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

Mr. Nikesh J. Mehta Whole Time Director (DIN: 01603779) of the Companyretires at this ensuing Annual General Meeting pursuant to provision of section 152(6) ofthe Companies Act 2013 and being eligible offer himself for re-appointment.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act 2013following are the Key Managerial Personnel of the Company as on March 312022:

Sr. Names of KMP No Designation DIN
1. Mr. Rupesh J. Mehta Managing Director 01474523
2. Mr. Nikesh J. Mehta Whole-Time Director(WTD) and Chief Executive Officer(CEO) 01603779
3. Mr. Rajnikant Raj a CFO -
4. Mr. Sagar Rajyaguru (Resigned on 31.31.202 1 after closing of working hours) CS
5. Mr Kishor Kikani (Appointed w.e.f. 01.01.2022) CS

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 October1 2022 to September 30 2025 and has fixed remuneration as stated in the Notice of AnnualGeneral Meeting subject to approval of the Members of the Company and accordingly seekingapproval of Members for their reappointment and remuneration fixed at this annual generalmeeting pursuant to provision of section 196(4) of the Companies Act 2013. Necessaryresolutions relating to their reappointment along with details of remuneration fixed areincluded in the Notice of Annual General Meeting. The relevant details and Brief profileof Director seeking re-appointment are given in the Notes/Annexures to the Notice of theAnnual General Meeting.

Change in KMP during the year

During the year under review following changes took place in the KMP ofthe Company:

Mr. Sagar Rajyaguru was resigned as a Company Secretary of the Companyon 31-12-2021 after the closure of working hours and in place of them Company hasAppointed Mr. Kishor Kikani as a Company Secretary of the Company w.e.f. 01.01.2022.

ii. Independent Directors

Following are the Independent Directors of the Company and during theyear 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]

They have been appointed as Independent Directors for a period of five(5) years from November 17 2017 to November 16 2022. Therefore aforesaid all theIndependent Directors are seeking reappointment at this annual general meeting for aperiod of five (5) years for 2nd term from November 17 2022 to November 16 2027.Necessary resolutions relating to their reappointment for a period of five (5) years for2nd term are included in the Notice of Annual General Meeting. The relevant details andBrief profile of Director seeking re-appointment are given in the Notes/Annexures to theNotice of the Annual General Meeting.

In terms of the Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules 2014 all Independent Directors of the Company have enrolledthemselves on the Independent Directors Databank and also passed the online proficiencyself-assessment test within the specified timeline.

iii. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meets the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and as perRegulation 16(1)(b) and Regulation 25 (8) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") at the first meeting of the Board of financial year. In FurtheranceCompany has also received confirmation that that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence and that they are independent of the management. There has been nochange in the circumstances affecting their status as independent directors of theCompany.

During the year under review the non-executive director andIndependent Directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees commission and reimbursement of expenses if anyincurred by them for the purpose of attending meetings of the Board/Committee of theCompany.

None of the Directors are disqualified to be continued to act asDirector of the Company.

iv. Board Meeting

Seven meetings of the Board of Directors were held during the yearunder 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 NonExecutive & Woman Director Independent Director Independent Director Independent Director
25.06.2021 YES YES YES YES YES YES
14.08.2021 YES YES YES YES YES YES
18.10.2021 YES YES YES NO YES YES
25.10.2021 YES YES YES NO YES YES
30.11.2021 YES YES YES NO YES YES
31.12.2021 YES YES YES NO YES YES
10.02.2022 YES YES YES YES YES YES

During FY 2021-2022 meetings of the Independent Directors were held on10/02/2022. The Independent Directors inter-alia reviewed the performance of Chairman ofthe Company and Board of Directors. v. Committees of the Board

There are 4 Board Committees as on March 31 2022 that have beenformed 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
25.06.2021 YES YES YES
14.08.2021 YES YES YES
25.10.2021 YES YES YES
30.11.2021 YES YES YES
10.02.2022 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
25.06.2021 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
13.08.2021 YES YES YES
31.12.2021 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
10.02.2022 YES YES YES

vi. Company's Policy /Terms of Reference of committees

The Terms of Reference of Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee and corporate social responsible committeeare 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 ahigh-performance culture. It enables the Company to attract retain and motivate employeesto achieve results. Our business model promotes customer centricity and requires employeemobility to address project needs. The remuneration policy supports such mobility throughpay models that are compliant to local regulations.

The Company pays remuneration by way of salary benefits perquisitesand allowances etc. to its Managing Director & the Executive Directors. Annualincrements are recommended by the Nomination and Remuneration Committee

The Board of Directors on the recommendation of the Nomination andRemuneration Committee decides the commission/remuneration payable to the ManagingDirector and the Executive Directors out of the profits for the financial year and withinthe ceilings prescribed under the Act based on the Board evaluation process consideringthe criteria such as the performance of the Company as well as that of the Directors. Thesaid commission/remuneration is decided each year by the Board of Directors on therecommendation of the Nomination and Remuneration Committee and paid to the Managerialpersonnel based on the Board evaluation process considering criteria such as theirattendance and contribution at the Board and Committee meetings as well as the time spenton operational matters other than at meetings. The Company may reimburse the out-of-pocketexpenses incurred by the Directors for attending the meetings.

Nomination and Remuneration policy is placed on the website of theCompany at www.macpowercnc.com

viii. Board Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI (LODR) Regulations 2015.The performance of the board was evaluated by theBoard after seeking inputs from all the directors on the basis of criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc.

The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

In a separate meeting of independent directors performance ofnon-independent directors the board as a whole and the Chairman of the Company wereevaluated taking into account the views of executive directors and non-executivedirectors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

Performance evaluation of independent directors was done by the entireboard excluding the independent director being evaluated.

As per Companies Act 2013 Board has made annual evaluation of its ownperformance and also of its committees and Individual Directors. The evaluation of all thedirectors and the Board as a whole was conducted based on the criteria and frameworkadopted 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 onMarch 312022:

Name of Directo r Designation Amount of Remuneration
Mr. Rupesh J. Mehta Managing Director INR 5200000/-
Mr. Nikesh J. Mehta Whole-Time Director INR 4400000/-

* Board of directors has based upon the recommendation of nominationand remuneration committee and subject to approval of members of the company (which laterapproved by members at their AGM held on 29.09.2021) has revised/ increased managerialremuneration as follows:

Mr. Rupesh J. Mehta having monthly remuneration (gross salary) ofRs.700000/- with effect from 01st January 2021 and Rs.300000/- with effect from 01stAugust 2021 and Mr. Nikesh J. Mehta having monthly remuneration (gross salary) ofRs.700000/- with effect from 01st January 2021 and Rs.200000/- with effect from 01stAugust 2021

The Company has not paid any remuneration/commission/sitting fees toNon-Executive director and Independent Directors.

Particulars of employees:

Disclosure pertaining to remuneration and other details as requiredunder the Act read with Rule 5 of the Companies [Appointment and Remuneration ofManagerial Personnel] Rules 2014 and amendments thereof are provided in the AnnualReport. Particulars of Employees in terms of the provisions of Section - 197(12) of theAct 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 theCompanies Act 2013 Your directors confirm to the best of their knowledge and belief:

(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) The Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of the yearand the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) The Directors had prepared the annual accounts on a going concernbasis;

(e) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively;

(f) The Directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate andoperating effectively.

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

"Internal financial controls" means the policies andprocedures adopted by the company for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during FY 2021-22.

The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious lapses have been observed by the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

The Company's internal control procedure which includes internalfinancial controls ensures compliance with various policies practices and statuteskeeping 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 functionalareas and submit their reports to the Audit Committee. The said Reports have not includedany observation of any serious lapses in the system during the year under review.

Based on its evaluation [as defined in section 177 of Companies Act2013 and Clause 18 of SEBI Regulations 2015] our audit committee has concluded that asof March 31 2022 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. Sodisclosure in AOC-1 required under section 129 of the Act is not applicable to yourcompany.

DETAILS OF DEPOSITS

Your company has not accepted any deposits and as such no amount ofPrincipal 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 theambit 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'sLength Basis. Particulars of contracts or arrangements with related parties referred tosection - 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 CompaniesAct 2013 i.e. Corporate Social Responsibility. During the year 2021-22 company has spenttotal amount of Rs.19.25 Lacs as CSR expenditure.

The brief outline of the Corporate Social Responsibilities [CSR] policyof the Company and the initiatives undertaken by your company on CSR activity during theyear under review are set out in Annexure -3 of this report in the formatprescribed 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 companyat www.macpowercnc.com

Further the details relating to the Composition of CSR Committee andMeetings of CSR Committee disclosed in above point of Board's Report relating toCommittees of Board and also disclosed in the Annual Report on CSR Activities.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) ofthe Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 isfurnished in Annexure - 4 attached to this report.

RISK MANAGEMENT

The Company was not required to frame Risk Management Committeepursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and accordingly not constituted however the board of directors isresponsible for framing implementing and monitoring the risk management plan for thelisted 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 thenecessary vigil mechanism for directors and employees to report concerns about unethicalbehavior and to report instances of leak of unpublished price sensitive information. Noperson has been denied access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the Company at www.macpowercnc.com

The Audit Committee is continuously verifying the Whistle Blower policy(vigil mechanism) which provides a format mechanism for all stakeholders employees anddirectors of the Company to approach the Chairman of the Audit Committee of the Companyand make protective disclosures about the unethical behavior towards stakeholder/employeeof the company leak of UPSI actual or suspected fraud or violation of the Company's Codeof Conduct.

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

During the year under review there are no significant or materialorders passed by the Regulators/Courts/Tribunals that could impact the going concernstatus of the company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review there was no application made or noproceeding 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 Audito r Type of Auditor FY 21- 22 FY 22-23
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.) Continue till the Conclusion of 20th AGM
M/s. K. P. Rachchh& Co. FCS: 5156 Secretarial Auditor Appointed to conduct Secretarial audit for FY 2021-22. Re-appointed to conduct Secretarial audit for FY 2022-23.
M/s. Borad Sanjay B & Associates Cost Auditor Appointed to cond uct cost audit for FY 2021-22. Re-appointed to conduct cost audit for FY 2022-23.
Mr. Vishal Kadia Internal Auditor Appointed to conduct Internal Audit for FY year 2021-22. Re-appointed to conduct Internal audit for FY 2022-23.

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 consecutive term of 5 yearsfrom 15th Annual General Meeting till the Conclusion of 20th AGM (i.e. F.Y2022-23.). Theyhave confirmed that they are not disqualified from continuing as Auditors of the Company

The Auditors' Report for the financial year ended March 31 2022 doesnot contain any reservation qualification or adverse remark. The notes on financialstatement referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

NO FRAUD REPORTING

No fraud has been reported by the Auditors under section 143(12) of theCompanies Act 2013 requiring disclosure in the Board's Report.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Rules madethere under the Board of Directors had appointed M/s. K. P. Rachchh & Co. PracticingCompany Secretaries for conducting Secretarial Audit of the Company for the FY 2021-22.

The Secretarial Audit Report obtained pursuant to the provisions ofSection 204 of the Act and Rules made there under from M/s. K. P. Rachchh & Co.Practicing Company Secretaries for the FY 2021-22 is set out at 'Annexure- 5'forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 312022 is self-explanatory and does not call for any further clarifications.

Further the Board of Directors at their meeting held on May 28 2022has re-appointed M/s. K. P. Rachchh & Co. Practicing Company Secretaries forconducting Secretarial Audit of the Company for the FY-2022-23.

C. COST AUDITORS:

The Board has appointed M/s. Borad Sanjay B & Associates CostAccountants for conducting the audit of cost records of the Company for single segment forthe financial year 2021-22 as recommended by the Audit Committee.

In furtherance Company has re-appointed M/s. Borad Sanjay B &Associates Cost Accountants for the year 2022-32 at a remuneration of Rs. 35000/- and Asrequired underSection-148 and Rule 14 of the Companies [Audit and Auditors] Rules 2014Necessary resolution for ratification of payment of remuneration to the said Cost Auditorsforms part of the Notice of the ensuing Annual General Meeting

D. INTERNAL AUDITORS:

Mr. Vishal Kadia has been appointed by the Board of Directors at theirmeeting held on May 28 2022 as Internal Auditors of the Company for the financial2022-23.

COMPLIANCE WITH SECRETARIAL STANDARDS

We the Directors of the Company hereby state the Company has compliedall applicable Secretarial Standards to the applicable extend.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 312022 is available on the website of the Companyatwww.macpowercnc.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion & Analysis Report for the year under reviewunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") is presented in a separatesection and forms a part of this Report.

CORPORATE GOVERNANCE REPORT

Your directors reaffirm their continued commitment to good corporategovernance practices. During the year under review your company was in compliance withthe provisions of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015relating to Corporate Governance.

The Report on Corporate Governance as stipulated under Regulation 34 ofthe SEBI Listing Regulations forms an integral part of this Report. The requisitecertificate on Corporate Governance availed from M/s. K. P. Rachchh & co. PracticingCompany Secretaries confirming compliance with the conditions of corporate governance asstipulated under Schedule V of the SEBI Listing Regulations is enclosed to the Report onCorporate Governance presented in a separate section and forms a part of this Report

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THEWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy on prevention prohibition andRedressal of Sexual harassment at workplace and has duly constituted an InternalComplaints Committee in line with the provisions of the Sexual Harassment of Women atWorkplace [Prevention Prohibition and Redressal] Act 2013 and the Rules thereunder. Thesaid policy is uploaded on the website of the Company at www.macpowercnc.com

There have been no complains related sexual harassment reported duringthe year under review.

INSURANCE

The assets of the company including buildings plant & machinerystocks etc. wherever necessary and to the extent required have been adequately insuredagainst various risks.

SEGMENT REPORTING

The Company is engaged in the business of manufacturing of CNC TurningCenters Vertical Machining Centers [VMC] Horizontal Machining Centers [HMC] CylindricalGrinder Vertical Turret Lathe [VTL] Turn Mill Centers Drill Tap Center [DTC] TwinSpindle Turning & VMC along with robotic automation solutions. Considering the natureof the Business and Financial Reporting of the Company the segment reporting is notapplicable to company as your company's business in single segment.

HUMAN RESOURCE DEVELOPMENT

Your Company continued to focus on attracting new talent whileinvesting in organic talent development to help employees acquire new skills explore newroles and realize their potential.

The Company's relation with human resource continued to be cordialduring the year under review. The Board wishes to take place on record its appreciationfor the valuable services rendered by its entire workforce. During the year there was noinstance of Strike Lock out or another issues related to Human Resources.

GENERAL

The Board of Directors confirms that no disclosure or reporting isrequired in respect of the following matters as there were no transactions on thesematters during the FY22:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise;

2. Issue of shares (including sweat equity shares or Stock options) toemployees of the Company;

3. non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014;

4. Material or serious instances of fraud falling within the purview ofSection 143(12) of the Act and Rules made there under.

ACKNOWLEDGMENTS

The Directors thank the Company's employees customers vendorsinvestors and academic partners for their continuous support.

The Directors also thank the Government of India Governments ofvarious states in India Governments of various countries and concerned Governmentdepartments and agencies for their co-operation.

The Directors appreciate and value the contribution made by everymember of the work family. Stakeholders support is also acknowledged by the Management ofthe Company.

Place: Metoda Rajkot For and on behalf the Board of
Date: 5th August 2022 MACPOWER CNC MACHINES LIMITED
[Rupesh J. Mehta]
Chairman & Managing Director
DIN: 01474523

.