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Marshall Machines Ltd.

BSE: 535106 Sector: Engineering
NSE: MARSHALL ISIN Code: INE00SZ01018
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Marshall Machines Ltd. (MARSHALL) - Director Report

Company director report

To

The Members

Marshall Machines Limited

Your Directors have great pleasure of presenting the 27th Annual Report onthe affairs of the Company for the financial year ended 31st March 2021.

FINANCIAL SUMMARY OF THE COMPANY

The summary of Company's Financial Results for the financial year ended 31stMarch 2021 is as under:

(Rs in lakhs)

Particulars Current Financial Year Ended Previous Financial Year Ended
31.03.2021 31.03.2020
Revenue from Operations 6713.96 5974.34
Other Income 11.19 80.30
Total Revenue 6725.15 6054.64
Total Expenses 6642.19 5642.49
Profit before before tax 82.96 412.15
Tax expenses 28.52 114.66
Profit for the period 54.44 297.49

RESERVES

No amount is being transferred to reserve & surplus during the period under review.

DIVIDEND

Keeping in view the present economic situations the board recommends retaining theearnings in the Company hence the Board has not recommended any dividend on the equityshare capital of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no dividend declared and paid last year the provisions of Section 125of the Companies Act 2013 does not apply.

OPERATIONAL REVIEW AND STATE OF AFFAIR

Yours Company is engaged in a single segment i.e. developing manufacturing andmarketing of Machines Tool Equipment including wide range of single spindle patenteddouble and four spindle CNC machines automated robotic solutions and patent pending IOTQsuit of intelligent equipment. Therefore disclosure requirements as required underAccounting Standard (AS)-17 issued by Institute of Chartered Accountant of India NewDelhi are not applicable.

During the period under review your Company has reported total Income of Rs. 6725.15lakhs for the financial year ended 31st March 2021 as compared to Rs. 6054.64lakhs in the previous year and the net profit for the year under review amounted to Rs.54.44 lakhs in the current year as compared to Rs. 297.49 lakhs of previous year.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There were no changes in the nature of the business of your Company during the yearunder review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were No Material changes and commitment affecting the financial position of theCompany in the financial year to which these financial statements relate.

CHANGES IN SHARE CAPITAL

There is no change in the Share capital of the company during the Financial Year2020-21.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

Your Company has not issued any equity shares with differential rights during the yearunder review and hence no information as per provisions of Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

Your Company has not issued any sweat equity shares during the year under the reviewand hence no information as per provisions of Rule 8(13) of the Companies (Share Capitaland Debenture) Rules 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

Your Company has not issued any Employee Stock Option Scheme and Employee StockPurchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies(Share Capital and Debenture) Rules 2014 has been furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company's Board comprised Seven Directors as on 31st March 2021 vizMr. Gaurav Sarup-Managing Director Mr. Prashant Sarup-Whole Time Director cum CFO Mr.Siddhant Sarup-Whole Time Director Mrs. Archana Sarup-Whole Time Director Mrs. Kajal Rai- Non-executive Independent Director Ms. Komal Bhalla - Non-executive IndependentDirector and Mr. Satvinder Singh - Independent Directors.

The Board therefore presently comprises Seven Directors.

APPOINTMENT / RE-APPOINTMENT / RETIREMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In order to ensure compliance with Section 152(6) of the Act the Board has consideredMr. Siddhant Sarup Wholetime Director who shall retire by rotation at the ensuing AGM andbeing eligible offers himself for re-appointment for ensuring compliance with Section152(6) of Act.

Mr. Prashant Sarup Wholetime Director shall be reappointed in the ensuing AGM for afurther period of Five years.

Mrs. Kajal Rai shall be regularised as a director (Nonexecutive Independent Director)form Additional Director in the ensuing AGM.

Mr. Komal Bhalla shall be regularised as a director (Nonexecutive Independent Director)form Additional Director in the ensuing AGM.

DECLARACTION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration ofindependence as required pursuant to the provisions of Section 149(7) of the CompaniesAct 2013 stating that they meet the criteria of Independence as provided under Section149(6). They have also confirmed that they meet the requirements of Independent Directoras mentioned under Regulation 16(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

KEY MANAGERIAL PERSONNEL

Mr. Gaurav Sarup-Managing Director Mr. Prashant Sarup- Whole Time Director cum CFOMr. Siddhant Sarup-Whole Time Director Mrs. Archana Sarup-Whole Time Director and Ms.Gauri Agarwal-Company Secretary of the Company are the Key Managerial Personnel as per theprovisions of the Companies Act 2013 and rules made thereunder.

BOARD MEETINGS

The Directors of your Company met at regular intervals with the gap between twomeetings not exceeding 120 days to review Company's policies and strategies apart from theBoard matters. The notices of the meeting were given in advance. Additional meetings wereheld on the basis of the requirements of the Company. During the year under review theBoard of Directors met Fifteen (15) times on 27.05.2020 30.06.2020 11.07.202023.07.2020 28.07.2020 17.08.2020 27.08.2020 29.08.2020 02.09.2020 20.10.20203011.2020 09.12.2020 23.02.2021 27.03.2021 30.03.2021.

MEETING OF MEMBERS

During the year under review an Annual General Meeting of the Company was held on 28thDecember 2020 respectively.

COMMITTEES OF BOARD

In accordance with provisions of Companies Act 2013 read with rules and regulationsmade thereunder and further read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has constituted following Committees:

Audit Committee

Nomination and Remuneration Committee Stakeholder Relationship Committee Corporate Social Responsibility Committee Finance Committee (w. e. f. Aug 2020)

AUDIT COMMITTEE

The company had constituted Audit Committee of the Company in compliance withprovisions of Section 177 of the Companies Act 2013 read with Rule 6 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 by consisting followingMembers/Chairman:

Name of Directors Designation
1 Mr. Satvinder Singh Chairman
2 Mr. Amanpal Singh* Member
3 Mr. Gaurav Sarup Member
4 Mrs. Kajal Rai# Member

* Resigned from the Company w.e.f. 27.03.2021

# W.e.f. 30.03.2021

All the Members of Audit Committee are financially literate and have accountingknowledge to interpret and understand the financial statements. During the year underreview the Audit Committee Members met Four (4) times on 23.07.2020 20.10.202009.12.2020 23.02.2021.

NOMINATION AND REMUNERATION COMMITTEE

The company had constituted Nomination and Remuneration Committee of the Company incompliance with provisions of Section 178 of the Companies Act 2013 read with Rule 6 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 of SEBI(LODR) Regulations 2015 by consisting following Members/Chairman:

Sr. No. Name of Directors Designation
1 Mr. Satvinder Singh Chairman
2 Mr. Amanpal Singh* Member
3 Mr. H. P. Kumar& Member
4. Mrs. Kajal Rai# Member
5 Ms. Komal Bhalla Member

* Resigned from the Company w.e.f. 27.03.2021 & Resigned from thecompany w.e.f. 26.02.2021

# W.e.f. 30.03.2021 @ W.e.f. 30.03.2021

The Nomination and Remuneration Committee Members met Three (3) times on23.02.202126.03.202130.03.2021. The Nomination and Remuneration Committee has framed apolicy on Remuneration of Directors Key Managerial Personnel & Senior Employeescalled as "Nomination and Remuneration Policy" which is available on the websiteof the company and can be accessed at

https://marshallcnc.com/wp-content/uploads/2020/11/

Nomination-and-Remuneration-Policy.pdf

STAKEHOLDER RELATIONSHIP COMMITTEE

The company had constituted Stakeholder Relationship Committee (SRC) of the Company incompliance with provisions of Section 178 of the Companies Act 2013 read with Rule 6 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 by consistingfollowing Members/Chairman:

Sr. No. Name of Directors Designation
1 Mr. Satvinder Singh Chairman
2 Mr. Prashant Sarup Member
3 Mrs. Archana Sarup Member

The complaints received during the year if any were duly resolved. The CompanySecretary is the Compliance Officer of the Committee. The Committee meets as and whenrequired to deal with the investor related matters.

The Stakeholder Relationship Committee Members met two (2) times on 23.07.202009.12.2020.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has attracted criteria for Corporate Social Responsibility (CSR) as its netprofit was over 5 crores pursuant to the provisions of Section 135 of the Companies Act2013 including Rules framed thereunder.

As per requirement of Section 135 of the Companies Act 2013 read with Schedule VII ofthe said Act and further read with Companies (Corporate Social Responsibility) Rules2014 the Company had constituted "Corporate Social Responsibility (CSR)Committee" consisting following Members/Chairman:

Name of Directors Designation
1 Mr. Gaurav Sarup Chairman
2 Mr. Siddhant Sarup Member
3 Mr. Satvinder Singh Member

During the year under review CSR Committee Members met once on 20.10.2020 and hadidentified and recommended to the Board certain projects/activities on which CSRexpenditure for the financial year 2020-21 can be made. The Board of Director approved thesame in Board Meeting held on 20.10.2020. The Report on CSR Activities is annexed herewithand forms part of this report. The CSR policy is available on company's website and can beaccessed at link https://marshallcnc.com/wp-content/uploads/2020/11/ CSR-Policy.pdf

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has frameda policy for Appointment and Remuneration of Directors Senior Management and otheremployees as provided under Section 178(3) of the Companies Act 2013. The Company'sPolicy of Appointment and Remuneration includes criteria for determining QualificationPositive Attributes Independence of Directors and other matters as required underSection 178(3) of the Companies Act 2013. The policy also laid down the criteria fordetermining the remuneration of directors key managerial personnel and other employees.The Appointment and Remuneration Policy of the Company is available on the Company'swebsite and can be accessed at link: https://marshallcnc.com/wp-content/uploads/2020/11/Nomination-and-Remuneration-Policy.pdf

BOARD EVALUATION

The provisions of the Companies Act 2013 and Regulation 17 of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 mandate that a formal annualperformance evaluation is to be made by the Board of its own performance and that of itsCommittee and individual Directors and Schedule IV of the Companies Act 2013 states thatperformance evaluation of the Independent Director shall be done by Directors excludingthe Directors being evaluated.

The Board carried out a formal annual performance evaluation as per criteria/frameworklaid down by the Nomination and Remuneration Committee and adopted by the Board. Theevaluation was carried out through a structured evaluation process to evaluate theperformance of individual Directors including the Chairman of the Board.

They were evaluated on parameters such as their education knowledge experienceexpertise skills behaviour leadership qualities level of engagement and contributionindependence of judgement decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the NonIndependent Directors were carried out by the Independent Directors in theirmeeting held on 23.02.2021. The Board was satisfied with evaluation process and approvedthe evaluation results thereof.

REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS

During the year under review no employee of the Company received salary in excess ofthe limits as prescribed under the Act. Accordingly no particulars of employees are beinggiven pursuant to Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The detailspertaining to the ratio of the remuneration of each director to the median employee'sremuneration and other prescribed details as required under section 197(12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment And Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure - A and forms part ofthis report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement pursuant to provision ofSection 134(3)(c) of the Companies Act 2013 that:

(a) in the preparation of the accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relation to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to a give true andfair view of the state of affairs of the Company at the end of the said financial year andof the profit and loss of the company for the said financial year;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the Directors had prepared the accounts for the year ended 31st March2021 on a going concern basis;

(e) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

(f) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal control to ensure that allassets are safeguarded properly utilized and protected against loss from un-authorizeduse or disposition and those transactions are authorized and recorded by the concerneddepartments properly and reported to the Audit Committee/Board correctly.

The Company has also in place adequate internal financial controls with reference tofinancial statement. Such controls are tested from time to time and no re-portablematerial weakness in the design or operation has been observed so far.

DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review your company did not have any subsidiary associate andjoint venture company.

DEPOSITS

During the year under review your company neither accepted any deposits nor there anyoutstanding at the beginning of the year which were classified as deposit in term ofSection 73 to 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 and hence requirements of furnishing details of deposits which arenot in compliance with Chapter V of the Companies Act 2013 is not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year under the review the Company has not given any loan guaranteeprovided security to any person or other body corporate or acquired by the way ofsubscription purchase or otherwise the securities of anybody corporate exceeding thelimit prescribed under section 186 of the Companies Act 2013.

PARTICULAS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

All related party transactions entered into during financial year 2020-21 were on anarm's length basis and in the ordinary course of business. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Act in Form AOC-2is not applicable to the Company.

The details of the transactions with related parties are provided in the accompanyingfinancial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) had formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company and the same was duly approved by theBoard. The CSR Policy can be accessed on the website of the Company at linkhttps://marshallcnc.com/ wp-content/uploads/2020/11/CSR-Policy.pdf

During the year under review the Company had spent an amount of Rs. 1306132 (RupeesThirteen Lakh Six Thousand One Hundred and Thirty Two Rupees) which constitutes to morethan 2% of the average net profit made during the three immediate preceding financialyears on CSR activities identified by CSR Committee. The disclosure in respect of theexisting CSR Activities pursuant to Section 134(3) of the Companies Act 2013 read withRule 9 of the Companies (Accounts) Rules 2014 and Companies (Corporate SocialResponsibility) Rules 2014 is annexed as Annexure - B herewith and forms part of thisReport.

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

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is annexed as Annexure -C herewith and forms part of this Report.

RISK MANAGEMENT

The Company has adopted Risk Management Policy which has been approved by the Board ofDirectors of the Company. The aim of the Risk Management Policy is to maximizeopportunities in all activities and to minimize adversity. The policy includes identifyingtypes of risks and its assessment risk handling and monitoring and reporting which inthe opinion of the Board may threaten the existence of the Company. The Risk Managementpolicy can be accessed on the Company's website at the link:https://marshallcnc.com/wp-content/uploads/2020/11/ RISK-MANAGEMENT-POLICY.pdf

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company promotes ethical behaviour in all the business activities and has put inplace a mechanism wherein employees are free to report illegal or unethical behaviouractual or suspected fraud or violation of Company's Code of Conduct or CorporateGovernance Policies or any improper activity to the Chairman of the Audit Committee of theCompany. The whistle blower policy is duly communicated with your Company. The functioningof the Vigil Mechanism is reviewed by the Audit Committee from time to time. The VigilMechanism/Whistle Blower Policy can be accessed on the Company's website at the link:https://marshallcnc. com/wp-content/uploads/2020/11/WHISTLE-BLOWER- POLICY.pdf

AUDITORS

STATUTORY AUDITORS

M/s. S. Sood & Co. Chartered Accountants Firm Registration No. 010801N wereappointed as Statutory Auditor of the Company by the Members of the Company for the termof five consecutive years starting from the conclusion of the 22nd AnnualGeneral Meeting up to conclusion of the 27th Annual General Meeting of theCompany to be held in the financial year 2021-22.

As per the provision of Section 139(1) of the Companies Act 2013 M/s. S. Sood &Co. Chartered Accountants Firm Registration No. 010801N to be re-appointed for a periodof One Year commencing from 27th Annual General Meeting to be held in the year2021 till the conclusion of 28th Annual General Meeting to be held in the year2022 at a remuneration to be decided by the Managing Director of the company.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Financial Statements of theCompany for the financial year ended 31st March 2021. The observations andcomments given by the Auditors in their Report read together with the Notes to theAccounts are self-explanatory except the following:

1. The Company has not disclosed the impact of pending litigations on its financialposition in its standalone financial.

Explanation / Comment from Board: The Directors are of the opinion that there will notbe any financial liability in the said cases in view of the nature of these litigations.

2. Creditors include MSME creditors amounting to Rs. 1.40 Crores which have beenidentified by the company as due but not paid within stipulated time period under MicroSmall and Medium Enterprises Development Act 2006 ( MSMED).

Explanation / Comment from Board: there was some dispute in concerned transactions& out of above amount of 9.82 Lakh has been settled till date.

3. Income Tax payable on self-assessment (u/s 140A of Income Tax Act 1961) of Rs.78.89 Lacs for A.Y 2020-21 and Interest thereon is outstanding for more than six months.

Explanation / Comment from Board: Delay in payment was due to circumstances imposed asa result of the 2nd COVID wave.

4. The Company has defaulted in the repayment of loans or borrowings to some banksfinancial institutions 31.03.2021.

Explanation / Comment from Board: Moratorium given by Bank/NBFC's & Delay inpayment was due to circumstances imposed as a result of the 2nd COVID wave.

SECRETARIAL AUDITOR

The Board of Directors pursuant to provisions of Section 204 of the Companies Act2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 had appointed M/s Bhambri & Associates Company Secretaries inpractice having Certificate of Practice No. 22626 as Secretarial Auditor of Company forthe financial year 2021-22 and onwards.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year ended 31st March 2021is annexed as Annexure - D herewith in the prescribed format i.e. MR-3 and forms part ofthis Report.

Also with the Annexure - D another certificate regarding "Certificate ofNon-Disqualification of Directors" as per schedule V of the SEBI LODR Regulations isannexed.

The following were the observations of Secretarial Auditor which are commented andexplained by the Board as under:

1. The Company had a delay in appointment of Company Secretary cum Compliance officerfor the period from 01.06.2020 till 17.08.2020.

Explanation / Comment from Board: The period involved was under COVID 19 Lockdown andparticularly in Punjab a curfew was imposed which made a delay in the appointment

2. Creditors include MSME creditors amounting to Rs. 1.40 Crores which have beenidentified by the company as due but not paid within stipulated time period under MicroSmall and Medium Enterprises Development Act 2006 ( MSMED).

Explanation / Comment from Board: there was some dispute in concerned transactions& out of above amount of 9.82 Lakh has been settled till date.

3. The Company had not complied to the following LODR Regulations in a timely mannerfor which fine was levied by the Stock Exchange (NSE) whereby waiver request was alsofiled by the company for some of them:

a) Regulation 13(3) for Quarter ended 30.06.2020.

b) Regulation 33 Financial Results for Half Year ended 30.09.2020.

c) Regulation 33 Financial Results for Half Year ended 31.03.2021.

Explanation / Comment from Board: Delay in declaration of Result was due to delay inclosing of books amid circumstances imposed as a result of the 2nd COVID wave.

4. The company has not disclosed the impact of pending litigation on its financialposition in the Financial Statements.

Explanation / Comment from Board: The Directors are of the opinion that there will notbe any financial liability in the said cases in view of the nature of these litigations.

5. Income Tax payable on self-assessment (u/s 140A of Income Tax Act 1961) of Rs.78.89 Lacs for A.Y 2020-21 and Interest thereon is outstanding for more than six months.

Explanation / Comment from Board: Delay in payment was due to circumstances imposed asa result of the 2nd COVID wave.

6. The Company has defaulted in the repayment of loans or borrowings to some banksfinancial institutions 31.03.2021.

Explanation / Comment from Board: Moratorium given by Bank/NBFC's & Delay inpayment was due to circumstances imposed as a result of the 2nd COVID wave.

INTERNAL AUDITOR

The Board of Directors pursuant to provisions of Section 138 of the Companies Act2013 read with Rule 13(1) of the Companies (Accounts) Rules 2014 had appointed Mr.Suresh Kumar Bachelor of Technology - PAN EHQPK7835A as an Internal Auditor of Companyfor the financial year 2021-22 and onwards.

BOARD'S RESPONSE ON AUDITOR'S QUALIFICATION RESERVATION OR ADVERSE REMARKS ORDISCLAIMER MADE

There are no qualification reservations or adverse remarks made by the statutoryauditors in their report for the year ended 31st March 2021. During the yearthere were no instances of frauds reported by auditors under Section 143(12) of theCompanies Act 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

ANNUAL RETURN

The Annual Return of the Company pursuant to the provisions of Companies act 2013 forthe financial year 2019-20 (Form MGT-7) is available on Company's website and can beaccessed at the link: https://marshallcnc.com/wp-content/uploads/2020/11/Form-MGT-7-Annual-return- 2019-20-Marshall.pdf

OTHER DISCLOSURES- CORPORATE POLICIES

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the CSR Committee hadformulated the CSR Policy which has been adopted by the Board. The CSR Policy outlines thevarious programs/ projects/activities to be undertaken by the Company as laid down inschedule VII of the Companies Act 2013. The CSR policy can be accessed on the Company'swebsite at the link: https://marshallcnc.com/wp-content/uploads/2020/11/ CSR-Policy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices. Thedetails of such familiarization programs for Independent Directors are posted on theCompany's website and can be accessed at link: https://marshallcnc.com/wp-content/uploads/2020/11/Familiarization- Programme-for-Independent-Directors.pdf

POLICY FOR DETERMINATION OF MATERIALITY

Pursuant to Regulation 30(4) read with schedule III of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board had adopted policy and procedurewith regard to determination of materiality of event. The policy for determination ofmateriality is available on Company's website and can be accessed at the link:https://marshallcnc.com/wp-content/uploads/2020/11/Policy-for-Determination-of-Materiality.pdf

POLICY FOR PRESERVATION OF DOCUMENTS

The policy segregates the documents to be preserved permanently and documents to bepreserved at least for a period of eight years as per requirement of law. The policy forpreservation of documents is available on Company's website and can be accessed at link:https:// marshallcnc.com/wp-content/uploads/2020/11/Policy-on-Preservation-of-Documents.pdf

INSIDER TRADING POLICY

In order to prevent Insider Trading in securities of the company on basis ofUnpublished Price Sensitive Information the Board of Directors had approved and adoptedCode of Practice & Procedure for Fair Disclosure in accordance with SEBI (Prohibitionof Insider Trading) Regulations 2015 issued by Securities Exchange Board of India (SEBI)vide its notification dated 15th January 2015. The SEBI vide its notificationdated 31st December 2018 has amended the same which is now hereby referred asSEBI (Prohibition of Insider Trading)(Amendment) Regulations 2018 and put in place aframework for prohibition of insider trading in securities. The framework adopted by theCompany to prevent insider trading in securities of the Company is available on Company'swebsite and can be accessed at the link: https://marshallcnc.com/wp-content/uploads/2019/04/Code of Conduct for Prohibition of Insider Trading compressed.pdf

RELATED PARTY TRANSACTION POLICY

Pursuant to the requirements of Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board had approved a policy on Materialityof Related Party Transactions and Dealing with Related Party Transactions. The policyregulates the transaction between the Company and its Group/Associates Companies if anyand related parties. The Related Party Transaction Policy is available on Company'swebsite and can be accessed at the link: https://marshallcnc.com/wp-content/uploads/2020/11/Related- Party-Transaction-Policy.pdf

CEO AND CFO CERTIFICATION

Since your Company's securities are listed on NSE EMERGE- SME Platform by virtue ofRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the compliance with the CEO and CFO Certification provisions as specified under Regulation17(8) is not applicable to the Company. But for good corporate governance the Company hasreceived a certificate as required under Regulation 17(8) of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 duly signed by Mr. Gaurav Sarup ManagingDirector and Mr. Prashant Sarup Whole Time Director cum CFO which is annexed herewith asAnnexure - E and forms the part of this report.

DEMATERIALISATION OF SECURITIES

As on 31st March 2021 99.99% of the total Equity Share Capital has beendematerialized. The shareholder (s) who have not gone in for dematerialization of sharestill date are requested to opt for dematerialization of the shares at the earliest. YourCompany has appointed M/s Bigshare Services Pvt. Ltd. as Registrar & Share TransferAgent of the Company. Accordingly all the shareholders Investors Members of the StockExchanges Depository Participants and all other concerned are requested to send allcommunication in respect of share transfer demat/remat change of address etc. to ourregistrar at below mentioned address: M/s. Bigshare Services Pvt. Ltd. 302 Kushal Bazar32-33 Nehru Place New Delhi-110019 E-mail Address: mukesh@bigshareonline.com and mayalso approach their respective depositories.

SEBI vide its Gazetted notification dated 8th June 2018 amended theRegulation 40(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 whereby it has been provided that except in case of transmission or transposition ofsecurities requests for effecting transfer of securities shall not be processed unlessthe securities are held in dematerialized form with the Depository. The said amendment hasbeen come into force with effect from 1st April 2019. Therefore all themembers are hereby requested to get their shares in dematerialized at earliest.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors held their meeting on 23.03.2021 without the attendance of Non - Independent Directors and members of the management. All IndependentDirectors were present at the meeting. They reviewed i. the performance of non-Independentdirectors and the Board as a whole; ii. the performance of the Chairman of the Companytaking into account the views of Executive Directors and Non- Executive Directors; iii.Assessed the quality and timeliness of the flow of information between the company'sManagement and the Board which is necessary for the Board to effectively and reasonablyperform their duties.

ENVIRONMENT HEALTH AND SAFETY

Your Company considers it is essential to protect the Earth and limited naturalresources as well as the health and well-being of every person. The Company strives toachieve safety health and environmental excellence in all aspects of its businessactivities. Acting responsibly with a focus on safety health and the environment is apart of the Company's DNA.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capitalrecognizing its pivotal role for organization growth. During the year the Companymaintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown bythe employees throughout the year.

STATEMENT OF DEVIATION(S) OR VARIATION(S)

There is no deviation(s) or variation(s) in utilizing of public issue proceeds. Thefunds raised under Initial Public Offer (IPO) have been utilized only towards the purposesas stated in objects clause of the offer document.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the Company's performance during the yearunder review as stipulated under the Regulation 34(2)(e) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is annexed herewith as Annexure - F andforms part of this report.

CORPORATE GOVERNANCE

Since the Company's securities are listed on NSE EMERGE Platform by virtue ofRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the compliance with the Corporate Governance provisions as specified in regulations 17 to27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C D and E ofSchedule V are not applicable to the Company. Hence Corporate Governance Report does notform part of this report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

The Company has zero tolerance for sexual harassment for women at workplace and hasadopted a policy against sexual harassment in line with Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. The Company has complied with the provisions relating to the constitution ofInternal Complaint Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. During the financial year 2020-21 theCompany has not received any complaints on sexual harassment and hence no compliantremains pending as on 31st March 2021.

ACKNOWLEDGMENT

Your Directors thanks all the Stakeholders including investors customers vendorsbankers auditors consultants and advisers for their continued support during the year.We are place on record our appreciation of the contributions of our employees at all thelevels.

The Management is deeply grateful for the confidence and faith that all thestakeholders have reposed in them. Your Directors look forward for their continued supportin the future for the consistent growth of the Company.

By order of the Board of Directors
Marshall Machines Limited
Date: 26.08.2021 Sd/- sd/-
Place: Ludhiana (Gaurav Sarup) (Siddhant Sarup)
(Managing Director) (Wholetime Director)
(DIN: 00777489) (DIN:07779416)

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