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Madhya Bharat Agro Products Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting the 28^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS:

(H in Lakhs)
Particulars	2024-2025	2023-2024
Turnover and Other Income	107041.48	82828.82
Profit Before Taxation	9462.15	5226.82
Taxation/Deferred Tax	3714.59	2742.33
Profit /(Loss) after Tax	5747.56	2484.49
Other Comprehensive Income	(18.44)	(10.08)
Total Comprehensive Income	5729.12	2474.41
Earning Per Equity Share (Restated)	6.56	2.84

PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIR

During the year ended, the Company has reported revenue from operations of H 105916.70 lakhs in its business as compare to H 81694.64 lakhs in last year

The Net Profit for the year ended March 31, 2025 stood at H 5747.56. lakhs as compare to H 2484.49 lakhs in last year. The Earnings per share (Restated) for the year is H 6.56.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of âNational Stock Exchangeâ. The annual Listing Fees for the Year 2025-26 has been paid to the exchange.

SHARE CAPITAL

As on March 31, 2025, the Company has authorized share capital of H 110,00,00,000 consisting of 11,00,00,000 Equity Shares of H10/- each.

As on 31^st March 2025 the issued, subscribed and paid-up capital of the Company is 87,62,69,400 Rupees comprising of 8,76,26,940 shares of 10/- each.

ANNUAL RETURN:

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended on March 31^st, 2025 is available on the website of the Company viz. http://www.mbapl.com

BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended 31^st March, 2025, is provided in Annexure I forming part of this report and the same is also available on the website of the Company.

STATUTORY AUDITORS & STATUTORY AUDITORSâ REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s Ashok Kanther & Associates, Chartered Accountants, was appointed as the Auditor of the Company for a period of 5 consecutive years till the conclusion of 30^thAGM to be held in the year 2027.

The Auditorâs Report is self-explanatory and therefore, does not call for any further comments/ clarifications and Auditorâs report does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORSâ REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment M/s Sourabh Bapna & Associates, a practicing company secretary to undertake the Secretarial Audit of the Company for a period of 5 consecutive years form financial year April 1, 2025 to March 31,2030, subject to approval of the Shareholders of the Company at the ensuing AGM. The Company has received their consent for appointment.

The Secretarial Audit report for financial year 2024-25 received from Sourabh Bapna & Associates is provided in Annexure II forming part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR AND COST RECORD

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

For the financial year 2024-25, M/s. K. C. Moondra & Associates, Cost Accountant have conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), at such remuneration as shall be fixed by the board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31^st March, 2026. The appointment and the remuneration of the cost Auditor is required to be ratified subsequently by the Members of the Company.

Your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

INTERNAL AUDITOR & AUDITORSâ REPORT

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Appointed Akshat Jain, Chartered Accountants, as Internal Auditor to conduct Internal Audit for the Financial Year 2025-2026.The Company has received their consent for appointment.

The Internal Audit Report is received by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for the year 2024-2025. All the observations made by the Internal Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. The Company uses the SAP platform where-in the roles, responsibilities and authorities are well defined and no deviation is allowed without management approval. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the Internal Auditors to the Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS, IF ANY

No fraud has been reported by auditors under section 143 (12) of the companies act 2013.

RESERVES

During the year under review, The Board of Directors of the Company has not recommended for transfer of any amount to the Reserve from surplus for the Financial Year ended March 31, 2025. An amount of 29977.02 Lakhs (previous year 24667.59 Lakhs) is proposed to be held as Retained Earnings.

DIVIDEND & DIVIDEND POLICY

The Directors are pleased to recommend a final dividend of 0.50 per share (i.e., 5%) on the Equity Shares of the Company of 10 each for the year ended March 31, 2025 (previous year 0.50 per share). The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in accordance with the Companyâs Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy of the Company is made available on the website of the Company viz. www.mbapl.com.

DEPOSITS

The Company has not accepted any deposits covered under section 73 of the Companies Act, 2013.

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Companyâs Board comprised of 8 (Eight) Directors viz., 3(Three) Independent Non-Executive Directors, 1 (One) Women Independent Non-Executive Director, 1 (One) Promoter and Managing Director, 1 (One) Whole time Director & CFO, and 2 (Two) Promoter and Non-Executive Director. The Chairman of the Board is also Promoter Non -Executive Director.

Retirement by Rotation

In accordance with provisions of Companies Act, 2013 and Companyâs Articles of Association, Mr. Sourabh Gupta (DIN 07177647), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Key Managerial Personnel

Mr. Pankaj Ostwal, Managing Director of the Company, Mr. Sourabh Gupta, Whole Time Director & Chief Financial Officer and Ms. Pallavi Sukhwal, Company Secretary of the Company were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

Change in constitution of Board of Directors

Mrs. Shruti Babel (DIN: 07667313), was appointed as Independent Director of the Company by the Members, for a period of five consecutive years in terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of SEBI Listing Regulations. Accordingly, her first term of five years as Independent Director of the Company, is due to expire and she is eligible for re- appointment as Independent Director on the Board of the Company for a second term subject to the approval of the Members by a Special Resolution.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companyâs website at www.mbapl.com.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions for appointment of the Independent Directors are incorporated on the website of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors duly met 9 (Nine) times on 11^th May 2024, 29^th July 2024, 17^th August 2024, 23^th September 2024, 15^th October 2024, 15^th January 2025, 17^th February 2025, 22^th February 2025 and 24^th March 2025 in F.Y. 2024-25 for which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

INSOLVENCY AND BANKRUPTCY CODE & ONETIME SETTLEMENT

The company does not make any application under the Insolvency and Bankruptcy Code, 2016 and There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company is provided in Annexure III forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

The details as required under section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Account) Rule, 2014 for conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186

The information required for loans given, investment made or guarantee given or security provided during the year under section 186 of the Companies Act, 2013 read with the rule 11 of Companies (Meetings of Board and its power) Rule, 2014 is provided in Annexure V forming part of this report and also provided in the financial statement of the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans are developed to lessen their impact if they occur.

The Company has constituted a Risk Management Committee, as per the details set out in the Corporate Governance Report. The Company has formulated a Risk Management Policy to ensure risks associated with the business operations are identified and risk mitigation plans put in place. Details of the key risk associated with the business are given in the Management Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION 188

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of this report.

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31,2025. The Policy on Related Party Transaction is available on the Company''s website at https://www.mbapl.com

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations, 2015, is

provided in Annexure VII and Annexure IX respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the NonIndependent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted the following committees in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Sourabh Gupta Member

(3) Shri Paras Mal Surana Member

During the year, the Committee had 4 Meetings i.e. on 11^th May 2024, 29 July 2024, 15 October 2024, 15 January 2025

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company. Policy is disclosed on the website of the Company viz. www.mbapl.com

The following Directors are the members of nomination and Remuneration Committee.

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Gopal Inani Member

(3) Shri Paras Mal Surana Member

The Committee meets as and when any remuneration is to be fixed for any Director /Managing Director and Key Managerial Personnel. During the year the Committee had a 3 Meetings i.e. on 11^th May 2024, 17^th August 2024, 15^th January 2025.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Smt. Shruti Babel Chairman

(2) Shri Gopal Inani Member

(3) Shri Sourabh Gupta Member

During the year the 2 Stakeholder Relationship Committee Meetings were held on 11 May 2024, 29 July 2024.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programme to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. CSR Policy is disclosed on the website of the Company viz. http://mbapl.com/pdf/CSR Policy MBAPL.pdf

As per provision of new enacted Company Act, 2013, the Board of Directors have formed Corporate Social Responsibilities Committee having the following members: -

(1) Shri Gopal Inani Chairman

(2) Shri Paras Mal Surana Member

(3) Shri Bheru Lal Ostwal Member

Our Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of society. As part of its initiatives under âcorporate social responsibilityâ (CSR), the company has contributed funds for eradicating hunger, poverty, promotion of education and other activities as part of the CSR initiative.

During the year the Committee had 2 Meetings i.e. on 11 May 2024 and 15 October 2024.

Annual Report on Corporate Social Responsibility of the Company is provided in Annexure VIII forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a Risk Management Committee to inter-alia, assist the Board in overseeing the responsibilities with regard to identification, evaluation and mitigation of operational, strategic and external environmental risks. The following Directors are the members of Risk Management Committee.:

(1) Shri Gopal Inani Chairman

(2) Shri Paras Mal Surana Member

(3) Shri Sourabh Gupta Member

During the year, the 3 Risk Management Committee Meetings were held on 10 April 2024, 17 August 2024 and 15 January 2025.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established vigil mechanism policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companyâs Code of Conduct or Ethics Policy. Vigil Mechanism Policy is disclosed on the website of the Company viz. http://mbapl.com/ pdf/Vigil-mechanism.pdf

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Companies at the end of the year.

CREDIT RATINGS:

The Companyâs credit rating was reaffirmed during the year under review. CRISIL Ratings Limited have reaffirmed the rating as follows:

1. For Long Term Bank facilities: CRISIL A/Stable (Reaffirmed)

2. For Short Term Bank facilities: CRISIL A1 (Reaffirmed)

TRANSFER OF UNCLAIMED DIVIDEND/SHARES/ UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In respect of the dividend declared for the previous financial years H 112824.50 remained unclaimed as on March 31,2025. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund (âIEPFâ). Accordingly, an amount of H 3000 (Rupees Three Thousand) being dividend for the financial year 2017-18 lying unclaimed for a period of 7 years will be transfer by the Company to the IEPF. Details of the abovementioned unclaimed dividend/ shares transferred to IEPF have been uploaded on the website of the Company, accessible at https://www.mbapl.com

DETAILS OF NODAL OFFICER

According to rule 7(2A), each company shall nominate a Nodal Officer, who shall either be a Director or Chief Financial Officer or Company Secretary of the Company. The Company had appointed Mr. Sourabh Gupta, Whole Time Director and Chief Financial Officer of the Company as a Nodal Officer as per the above said rule.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.

No. of complaints received: Nil No. of complaints disposed off: Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Accounts for the Financial Year ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 financial year and of profit of the company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year ended 31^st March 2025 on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

HEALTH, SAFETY AND QUALITY MANAGEMENT

Your Company is ISO 9001:2015 certified and maintains high quality of product and processes and the company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places.

ACKNOWLEDGEMENT

Your Company and its Directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation. The Directors are grateful to all valuable Stakeholders, Dealers, Vendors, Banks and other financial institutions/intermediaries for their excellent support and help rendered during the year. The Directors also acknowledged the appreciation to the team of executives, staff and workers, who have shown devotion and efficiency in performing their jobs.

Mar 31, 2024

The Directors have pleasure in presenting the 27th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars	2023-2024	2022-2023
Turnover and Other Income	82793.66	98723.91
Profit Before Taxation	5226.82	17616.90
Taxation/Deferred Tax	2742.33	5196.53
Profit /(Loss) after Tax	2484.49	12420.37
Other Comprehensive Income	(10.08)	(4.07)
Total Comprehensive Income	2474.41	12416.30
Earning Per Equity Share (Restated)	2.84	14.17

PERFORMANCE REVIEW AND STATE OF COMPANY''S AFFAIR

During the year ended, the Company has reported revenue from operations of H 81694.64 lakhs in its business as compare to H 98205.24 lakhs in last year

The Net Profit for the year ended March 31, 2024 stood at H 2484.49 lakhs as compare to H 12420.37 lakhs in last year. The Earnings per share (Restated) for the year is H 2.84.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of âNational Stock Exchangeâ. The annual Listing Fees for the Year 2024-25 has been paid to the exchange.

SHARE CAPITAL

As on March 31, 2024, the Company has authorized share capital of H 110,00,00,000 consisting of 11,00,00,000 Equity Shares of H 10/- each.

During the year ended on March 31, 2024 the company has again allotted Bonus Equity Shares to the shareholders of the company in the proportion of 1 (One) new fully paid-up Equity Share of Face Value of H 10/- (Rupee Ten only) each for every 1 (One) existing

fully paid-up Equity Share of Face Value of H 10/- (Rupee Ten only) each. Hence the issued, subscribed and paid-up capital of the Company as on 31st March 2024 changes to 87,62,69,400 Rupees comprising of 8,76,26,940 shares of 10/- each.

ANNUAL RETURN:

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended on March 31st, 2024 is available on the website of the Company viz. http://www.mbapl.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for the financial year ended 31st March, 2024, is provided in Annexure I forming part of this report and the same is also available on the website of the Company.

STATUTORY AUDITORS & STATUTORY AUDITORSâ REPORT

SECRETARIAL AUDITOR & SECRETARIAL AUDITORSâ REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s Sourabh Bapna & Associates, a practicing company secretary to undertake the Secretarial Audit of the Company for financial year 2024-25. The Company has received their consent for Re-appointment.

The Secretarial Audit report for financial year 2023-24 received from Sourabh Bapna & Associates is provided in Annexure II forming part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR

The Company has made and maintained cost accounts and records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

For the financial year 2023-24, M/s. K. C. Moondra & Associates, Cost Accountant have conducted the audit of the cost records of the Company.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appointed M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), at such remuneration as shall be fixed by the board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2025. The Re-appointment and the remuneration of the cost Auditor is required to be ratified subsequently by the Members of the Company.

The Company has received their written consent and confirmation that the Re-appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

INTERNAL AUDITOR & AUDITORSâ REPORT

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Re-Appointed M/s Sourabh Bapna & Associates, Practicing Companies Secretaries as Internal Auditor to conduct Internal Audit for the Financial Year 2024-2025.The Company has received their consent for Re-appointment.

The Internal Audit Report is received by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for the year 2023-2024. All the observations made by the Internal Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. We have switched over to latest version of SAP during the year from ERP Tally. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the Internal Auditors to the Audit Committee of the Board.

REPORTING OF FRAUDS BY AUDITORS, IF ANY

No fraud has been reported by auditors under section 143 (12) of the companies act 2013.

RESERVES

During the year under review, The Board of Directors of the Company has not recommended for transfer of any amount to the Reserve from surplus for the Financial Year ended March 31, 2024. An amount of 24667.59 Lakhs (previous year 26783.52 Lakhs) is proposed to be held as Retained Earnings.

DIVIDEND & DIVIDEND POLICY

The Directors are pleased to recommend a final dividend of 0.50 per share (i.e., 5%) on the Equity Shares of the Company of 10 each for the year ended March 31, 2024 (previous year 0.50 per share). The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in accordance with the Companyâs Dividend Distribution Policy.

DEPOSITS

The Company has not accepted any deposits covered under section 73 of the Companies Act, 2013.

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of the date of this report, the Companyâs Board comprised of 8 (Eight) Directors viz., 3(Three) Independent Non-Executive Directors, 1 (One) Women Independent Non-Executive Directors, 1 (One) Promoter and Managing Director, 1 (One) Whole time Director & CFO, and 2 (Two) Promoter and Non-Executive Director. The Chairman of the Board is also Promoter Non -Executive Director.

Retirement by Rotation

In accordance with provisions of Companies Act, 2013 and Companyâs Articles of Association, Mr. Mahendra Kumar Ostwal (DIN 00412163), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Key Managerial Personnel

Change in constitution of Board of Directors

Mr. Bheru Lal Ostwal (DIN: 08377262) and Mr. Paras Mal Surana (DIN: 06367348), were appointed as Independent Directors of the Company by the Members, for a period of five consecutive years in terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of SEBI Listing Regulations. Accordingly, their first term of five years as Independent Directors of the Company, is due to expire and they are eligible for re- appointment as Independent Directors on the Board of the Company for a second term subject to the approval of the Members by a Special Resolution.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part

of this report and is also available on the Companyâs website at www.mbapl.com.

DECLARATION OF INDEPENDENT DIRECTORS

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors duly met 8 (Eight) times on 24th April 2023, 16th May 2023, 07th August 2023, 29th August 2023, 26th September 2023, 21th October 2023, 08th January 2024, 12th February 2024, in F.Y. 2023-24 for which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

INSOLVENCY AND BANKRUPTCY CODE & ONE-TIME SETTLEMENT

Further, there has not been any instance of one-time settlement of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN-INGS AND OUTGOING

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186

The information required for loans given, investment made or guarantee given or security provided during the year under section 186 of the Companies Act, 2013 read with the rule 11

of Companies (Meetings of Board and its power) Rule, 2014 is provided in Annexure V forming part of this report and also provided in the financial statement of the Company (please refer Notes of the balance sheet).

RISK MANAGEMENT

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

RELATED PARTY TRANSACTION UNDER SECTION 188

Related party transactions as required under the Indian Accounting Standards are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2024. The Policy on Related Party Transaction is available on the Company''s website at https://www.mbapl.com

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, as required pursuant to the SEBI ((Listing Obligations & Disclosure Requirements) Regulations, 2015, is provided in Annexure VII and Annexure VIII respectively forming part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees

and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the NonIndependent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The following Directors are the members of Audit Committee.

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Sourabh Gupta Member

(3) Shri Paras Mal Surana Member

During the year, the Committee had 4 Meetings i.e. on 24th April 2023, 07th August 2023, 21st October 2023, and 12th February 2024.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

The following Directors are the members of nomination and Remuneration Committee.

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Gopal Inani Member

(3) Shri Paras Mal Surana Member

The Committee meets as and when any remuneration is to be fixed for any Director /Managing Director and Key Managerial Personnel. During the year the Committee had a 2 Meetings i.e. on 29th July 2023 and 26th September 2023.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Smt. Shruti Babel Chairman

(2) Shri Gopal Inani Member

(3) Shri Sourabh Gupta Member

During the year the 4 Stakeholder Relationship Committee Meetings were held on 24th April 2023, 07th August 2023, 21st October 2023 and 12th February 2024.

CORPORATE SOCIAL RESPONSIBILITY:

As per provision of new enacted Company Act, 2013, the Board of Directors have formed Corporate Social Responsibilities Committee having the following members: -

(1) Shri Gopal Inani Chairman

(2) Shri Paras Mal Surana Member

(3) Shri Bheru Lal Ostwal Member

During the year the Committee had 2 Meetings i.e. on 24th April 2023 and 21st October 2023.

Annual Report on Corporate Social Responsibility of the Company is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The following Directors are the members of Risk Management Committee.:

(1) Shri Gopal Inani Chairman

(2) Shri Paras Mal Surana Member

(3) Shri Sourabh Gupta Member

During the year, the 2 Risk Management Committee Meetings were held on 17th July 2023 and 21st October 2023.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

MATERIAL CHANGES AND COMMITMENTS:

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

CREDIT RATINGS:

During fiscal 2024 Infomerics Valuation and Rating Pvt. Ltd. (Integrated Financial Omnibus Metrics Research of International Corporate Systems) has assigned overall Credit Ratings in respect of borrowings availed by the Company as âIVR A/Stableâ.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES/ UNCLAIMED BONUS SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In respect of the dividend declared for the previous financial years H 76194.50 remained unclaimed as on March 31, 2024. Further, pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend lying unclaimed in the unpaid dividend account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund (âIEPFâ). Accordingly, an amount of H 1500 (Rupees fifteen Hundred) being dividend for the financial year 2016-17 lying unclaimed for a period of 7 years will be transfer by the Company to the IEPF. Details of the abovementioned unclaimed dividend/shares transferred to IEPF have been uploaded on the website of the Company, accessible at https://www.mbapl.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2023-2024.

No. of complaints received: Nil No. of complaints disposed off: Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Accounts for the Financial Year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

d) That the Directors have prepared the accounts for the financial year ended 31st March 2024 on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

HEALTH, SAFETY AND QUALITY MANAGEMENT

ACKNOWLEDGEMENT

Mar 31, 2023

Directors'' Report

for the Year 2022-2023

Dear Members,

Your Directors have pleasure in presenting the 26^th Annual Report together with the Audited Accounts of the Company for the year
ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS:

Particulars	2022-2023	2021-2022
Turnover and Other Income	98723.91	49174.80
Profit Before Taxation	17616.90	8117.87
Taxation/Deferred Tax	5196.53	2415.83
Profit /(Loss) after Tax	12420.37	5702.04
Other Comprehensive Income	(4.07)	3.19
Total Comprehensive Income	12416.30	5705.23
Earning Per Equity Share (Restated)	28.35	13.01

PERFORMANCE REVIEW AND STATE OF
COMPANY''S AFFAIR

During the year ended, the Company has reported revenue
from operations of Rs 982.05 crores in its business registering
at strong growth of 99.81 %.

The Net Profit for the year ended March 31, 2023 stood at
Rs 124.20 crores translating into a healthy annual growth of
117.82%. The Earnings per share (Restated) for the year is
H 28.35 compared to H 13.01 for the last year.

CHANGE IN THE NATURE OF BUSINESS OF
COMPANY

During the year under review, there is no change in the nature
of business of Company.

LISTING OF THE COMPANY

The Shares of your Company are listed on Platform of "National
Stock Exchange". The annual Listing Fees for the Year 2023-24
has been paid to the exchange.

SHARE CAPITAL

During the year ended 31^st March 2023, the company has allotted
Bonus Equity Shares to the shareholders of the company in the
proportion of 1 (One) new fully paid-up Equity Share of Face
Value of Re. 10/- (Rupee Ten only) each for every 1 (One) existing
fully paid-up Equity Share of Face Value of Re. 10/- (Rupee Ten
only) each. Hence the issued, subscribed and paid-up capital of
the Company as on 31^st March 2023 changes to 4,381.34 Lakhs
comprising of 438.13 Lakhs shares of 10/- each.

The information required pursuant to the provisions of Section
134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration)
Rules, 2014, the Annual Return for the financial year ended on
March 31^st, 2023 is available on the website of the Company viz.
http://www.mbapl.com

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34 of the Listing Regulations, the
Business Responsibility and Sustainability Report for the
financial year ended 31^st March, 2023, is provided in Annexure I
forming part of this report and the same is also available on the
website of the Company.

STATUTORY AUDITORS & STATUTORY AUDITORS''
REPORT

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules, 2014,
M/s Ashok Kanther & Associates, Chartered Accountants, was
appointed as the Auditor of the Company for a period of 5
consecutive years till the conclusion of 30^thAGM to be held in
the year 2027.

The Auditor''s Report is self-explanatory and therefore, does
not call for any further comments/ clarifications and Auditor''s
report does not contain any qualification, reservation or
adverse remarks

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS''
REPORT

Pursuant to the provisions of Section 204(1) of the Companies
Act, 2013 and the Companies (Appointment & Remuneration of
Managerial personnel) Rules, 2014, the company has appointed
M/s Sourabh Bapna & Associates, a practicing company
secretaries to undertake the Secretarial Audit of the Company
for financial year 2023-24. The Company has received their
consent for Re-appointment.

The Secretarial Audit report for financial year 2022-23 received
from Sourabh Bapna & Associates is provided in Annexure II
forming part of this report. The Secretarial Audit report does
not contain any qualification, reservation or adverse remarks.

COST AUDITOR

The Company has made and maintained cost accounts and
records as specified by the Central Government under Section
148(1) of the Companies Act, 2013.

For the financial year 2022-23, M/s. K. C. Moondra & Associates,
Cost Accountant have conducted the audit of the cost records
of the Company.

In accordance with the provisions of Section 148 of the
Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014, and on the recommendation of the Audit
Committee, the Board has appointed M/s K.C. Moondra &
Associates, Cost Accountants (Registration No. 101814), at such
remuneration as shall be fixed by the board of Directors of
the Company to conduct the audit of the cost records of the
Company for the financial year ending 31^st March, 2024. The
Re-appointment and the remuneration of the cost Auditor is
required to be ratified subsequently by the Members of the
Company and further subject to the approval of the Central
Government.

The Company has received their written consent and
confirmation that the Re-appointment will be in accordance
with the applicable provisions of the Act and rules framed
thereunder.

INTERNAL AUDITOR & AUDITORS'' REPORT

As per section 138 of The Companies Act 2013 read with Rule
13 of Companies (Accounts) Rules, 2014, the company has
Re-Appointed M/s Sourabh Bapna & Associates, Practicing
Companies Secretaries as Internal Auditor to conduct Internal
Audit for the Financial Year 2023-2024.The Company has
received their consent for Re-appointment.

The Internal Audit Report is received by the Company and the
same is reviewed and approved by the Audit Committee and
Board of Directors for the year 2022-2023. All the observations
made by the Internal Auditors have been attended to.

INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system,
which is commensurate with the size, scale and complexity of
the company. The internal auditors independently evaluate
the adequacy of internal controls and concurrently audit the
majority of the transactions in value terms. Independence of the
audit compliance is ensured by the direct reporting of Internal
Audit Division and Internal Auditors to the Audit Committee of
the Board.

During the period under review the Internal Financial Control
were tested and no reportable material weakness in the design
or operation were observed.

REPORTING OF FRAUDS BY AUDITORS, IF ANY

No fraud has been reported by auditors under section 143 (12)
of the companies act 2013.

RESERVES

During the year under review, The Board of Directors of the
Company has not recommended for transfer of any amount to
the Reserve from surplus for the Financial Year ended March 31,
2023. An amount of 26783.52 Lakhs (previous year 16663.35
Lakhs) is proposed to be held as Retained Earnings.

DIVIDEND

The Directors are pleased to recommend a final dividend of
0.50 per share (i.e., 5%) on the Equity Shares of the Company of
10 each for the year ended March 31,2023 (previous year 0.50
per share). The dividend payout is subject to the approval of the
members at the ensuing Annual General Meeting.

The Dividend payout for the Financial Year under review is in
accordance with the Company''s Dividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Dividend Distribution Policy of the
Company is made available on the website of the Company viz.
www.mbapl.com.

DEPOSITS

The Company has not accepted any deposits covered under
section 73 of the Companies Act, 2013.

NO DEFAULT

The company has not defaulted in payment of interest and/or
repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, based on the recommendation of Nomination
and Remuneration Committee, the Board of the Directors
approved the appointment of Mr. Gopal Inani (DIN: 09642942)
as an Additional Director - Independent Director, of the
Company, with effect from 29^th July, 2022, which was subject
to shareholders approval. Mr. Gopal Inani holds office till the
date of ensuing Annual General Meeting and is eligible for
appointment, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation, to
hold office for a term of 5 (Five) consecutive years up to the
conclusion of the 30^th Annual General Meeting.

Mr. Arvind Kothari (DIN 03268623), Independent Director of the
Board resigned from directorship of the Company with effect
from w.e.f. 29^th July, 2022.

In accordance with provisions of Companies Act, 2013 and
Company''s Articles of Association, Sh. Praveen Ostwal (DIN:
00412207), Director of the Company, retire by rotation and
being eligible, offers himself for re-appointment. The Board
recommends his re-appointment.

Mr. Pankaj Ostwal, Managing Director of the Company, Mr.
Sourabh Gupta, Whole Time Director & Chief Financial Officer
and Ms. Pallavi Sukhwal, Company Secretary of the Company
were designated as Key Managerial Personnel of the Company
pursuant to Section 203 of the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The policy on appointment of directors, remuneration and
other matters provided in Section 178(3) of the Act has been

disclosed in the Corporate Governance Report, which is a part
of this report and is also available on the Company''s website at
www.mbapl.com.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from
each Independent Director under Section 149(7) of the
Companies Act, 2013, to the effect that they meet the criteria
of independence laid down in Section 149(6) of the Companies
Act, 2013. The terms and conditions for appointment of the
Independent Directors are incorporated on the website of the
Company.

The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience and
expertise and that they hold highest standards of integrity.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board of Directors duly met 12 (Twelve) times on 30^th April
2022, 30^th May 2022, 13^th June 2022, 30^th June 2022, 29^th July
2022, 23^rd August 2022, 26^th September 2022, 19^th October
2022, 03^rd November 2022, 23^rd January 2023, 02^nd March 2023
and 14^th March 2023 in F.Y. 2022-23 for which proper notices
were given and the proceedings were properly recorded and
signed in the Minutes Book maintained for the purpose.

INSOLVENCY AND BANKRUPTCY CODE & ONEÂ¬
TIME SETTLEMENT

The company does not make any application under the
Insolvency and Bankruptcy Code, 2016 and There is no
proceeding pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (IBC Code).

Further, there has not been any instance of one-time settlement
of the Company with any bank or financial institution.

PARTICULARS OF EMPLOYEES

The information required pursuant to the Section 197(12) of
the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of ratio of remuneration of each director
to the median remuneration of the employees of the Company
is provided in Annexure III forming part of this report.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOING

The details as required under section 134 (3) (m) of the
Companies Act, 2013 read with the Rule 8 of Companies
(Account) Rule, 2014 for conservation of Energy, Technology
Absorption and Foreign Exchange earnings and outgo are given
in Annexure IV forming part of this report.

PARTICULAR OF LOAN, GUARANTEE AND
INVESTMENT UNDER SECTION 186

The information required for loans given, investment made or
guarantee given or security provided during the year under
section 186 of the Companies Act, 2013 read with the rule 11
of Companies (Meetings of Board and its power) Rule, 2014 is
provided in Annexure V forming part of this report and also
provided in the financial statement of the Company (please
refer Notes of the balance sheet).

RISK MANAGEMENT

Proper Risk Management Practices have been followed for the
purpose of risk identification, analysis, and mitigation planning,
monitoring, and reporting. Although, all risks cannot be
eliminated, but mitigation and contingency plans are developed
to lessen their impact if they occur.

The Company has constituted a Risk Management Committee,
as per the details set out in the Corporate Governance Report.
The Company has formulated a Risk Management Policy to
ensure risks associated with the business operations are
identified and risk mitigation plans put in place. Details of the key
risk associated with the business are given in the Management
Discussion and Analysis Report.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI),
as applicable.

RELATED PARTY TRANSACTION UNDER SECTION
188

All related party transactions that were entered into during
the financial year were on arm''s length basis and were in
the ordinary course of the business. There are no materially
significant related party transactions made by the company
during the financial year which were in the conflict of interest
of the company.

Information on transactions with related parties pursuant to
Section 134(3)(h) of the Act read with rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2
and the same forms part of this report.

Related party transactions as required under the Indian
Accounting Standards are disclosed in Notes to the financial
statements of the Company for the financial year ended March
31,2023. The Policy on Related Party Transaction is available on
the Company''s website at https://www.mbapl.com.

CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion &
Analysis Report, as required pursuant to the SEBI ((Listing

Obligations & Disclosure Requirements) Regulations, 2015, is
provided in Annexure VII and Annexure VIII respectively forming
part of this report.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act,
2013 and the Listing regulations, the Board has carried
out an annual performance evaluation of its own, working
of its Committees and the Directors. The Nomination and
Remuneration Committee has carried out evaluation of every
Director. The Independent Directors evaluated performance of
the Non-Independent Directors, the Board as whole and the
Chairperson of the Company.

COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted
the following committees in terms of the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosures Requirements), Regulation, 2015:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION
177:

The Audit Committee of the Company consists of 2 Independent
Directors and 1 Executive Director. The Chairman of the Audit
Committee is financially literate and majority of them having
accounting or related financial management experience.
Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Gopal Inani Member

During the year, the Committee had 4 Meetings i.e. on 30^th May

2022, 29^th July 2022, 03^rd November 2022, and 23^rd January

2023.

NOMINATION & REMUNERATION COMMITTEE
DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the
Companies Act, 2013, the Nomination and Remuneration
Policy recommended by the Nomination and Remuneration
committee is duly approved by the Board of Directors of the
Company. Policy is disclosed on the website of the Company
viz. www.mbapl.com

The following Directors are the members of nomination and
Remuneration Committee.

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Gopal Inani Member

(3) Shri Paras Mal Surana Member

The Committee meets Twice in a year and also as and when any
remuneration is to be fixed for any Director /Managing Director
and Key Managerial Personnel. During the year the Committee
had a Meetings i.e. on 29^th July 2022, 26^th September 2022.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor
Grievances:

(1) Shri Gopal Inani Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Bheru Lal Ostwal Member

During the year the 4 Stakeholder Relationship Committee
Meetings were held on 30^th May 2022, 29^th July 2022, 03^rdNovember 2022 and 23^rd January 2023.

INDEPENDENT DIRECTORS COMMITTEE:

The following are the members of independent director''s
committee:

(1) Shri Bheru Lal Ostwal Chairman

(2) Shri Gopal Inani Member

(3) Shri Paras Mal Surana Member

During the year under review, the Independent Directors met
on 30^th March, 2023.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII
of the Companies Act, 2013, CSR Committee of the Board of
Directors was formed to recommend (a) the policy on Corporate
Social Responsibility (CSR) and (b) implementation of the CSR
Projects or Programme to be undertaken by the Company as
per CSR Policy for consideration and approval by the Board of
Directors. CSR Policy is disclosed on the website of the Company
viz. http://mbapl.com/pdf/CSR Policy MBAPL.pdf

As per provision of new enacted Company Act, 2013, the Board
of Directors have formed Corporate Social Responsibilities
Committee having the following members: -

(1) Shri Gopal Inani Chairman

(2) Shri Paras Mal Surana Member

(3) Shri Bheru Lal Ostwal Member

Our Company considers social responsibility as an integral part
of its business activities and endeavors to utilize allocable CSR
budget for the benefit of society.

During the year the Committee had 2 Meetings i.e. on 03^rdNovember 2022 and 30^th March 2023.

Annual Report on Corporate Social Responsibility of the
Company is provided in Annexure IX forming part of this report.

RISK MANAGEMENT COMMITTEE:

The Board of Directors of the Company have constituted a Risk
Management Committee to inter-alia,

assist the Board in overseeing the responsibilities with regard to
identification, evaluation and mitigation of operational, strategic
and external environmental risks.

The following Directors are the members of Risk Management
Committee.:

(1) Shri Gopal Inani Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Bheru Lal Ostwal Member

During the year the 2 Risk Management Committee Meetings
were held on 29^th July 2022 and 23^rd January 2023.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established vigil mechanism policy for
Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of Company''s
Code of Conduct or Ethics Policy. Vigil Mechanism Policy is
disclosed on the website of the Company viz. http://mbapl.com/
pdf/Vigil-mechanism.pdf

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial
position of the Company occurred between the ends of the
financial year to which this financial statement relate on the
date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant material orders passed by the
Regulators or Courts or Tribunal which would impact the going
concern status of the Company and its future operation.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANY:

The Company does not have any Subsidiary, Joint Venture and
Associate Company.

CREDIT RATINGS:

During fiscal 2023 Infomerics Valuation and Rating Pvt. Ltd.
(Integrated Financial Omnibus Metrics Research of International
Corporate Systems) has assigned overall Credit Ratings in
respect of borrowings availed by the Company as ''IVR A-/Stable''.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in
line with the requirement of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainee) are
covered under this policy.

The following is a summary of sexual harassment complaints
received and disposed off during the year 2022-2023.

No. of complaints received: Nil

No. of complaints disposed off: Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134
(5) of the Companies Act, 2013 with respect to Directors
Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Accounts for the Financial
Year ended 31^st March 2023, the applicable accounting
standards have been followed along with proper
explanation relating to material departures.

b) That the Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that were 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 financial year and of profit of the company
for the year under review.

c) That the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the
financial year ended 31^st March 2023 on a going concern
basis.

e) That the Directors have laid down internal financial controls
to be followed by the company and that such internal
financial controls are adequate and were operating
effectively.

f) That the directors had devised proper system to ensure
compliance with the provisions of all applicable laws and
that such system were adequate and operating effectively.

HEALTH, SAFETY AND QUALITY MANAGEMENT

Your Company is ISO 9001:2015 certified and maintains high
quality of product and processes and the company is conscious
about its responsibility towards the upkeep of environment and
maintenance of high safety and health standards at its work
places.

ACKNOWLEDGEMENT

The Directors are thankful to the Central and State Government
Departments, Organizations and Agencies for their continued
guidance and co-operation. The Directors are grateful to all
valuable Stakeholders, Dealers, Vendors, Banks and other
business associates for their excellent support and help
rendered during the year. The Directors also acknowledged the
appreciation to the team of executives, staff and workers, who
have shown devotion and efficiency in performing their jobs.

For and on behalf of the Board of Directors

(Pankaj Ostwal) (Sourabh Gupta)

Managing Director Whole Time Director &

Place: Bhilwara DIN: 02586806 Chief Financial Officer

Date: 24.04.2023 DIN: 07177647

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 21^st Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Turnover	8991.51	8163.06
Profit Before Taxation	727.96	1325.59
Taxation/Deferred Tax	216.55	152.70
Profit / (Loss) after Tax	511.41	1172.89
Transfer from Revaluation Reserve	7.34	7.64
Proposed Dividend	109.53	109.53
Add: Balance brought forward from Previous year	3843.07	2791.02
Profit transferred to Balance Sheet	4252.29	3843.07

STATE OF COMPANY''S AFFAIR

Your Company has achieved turnover of Rs. 8991.51 Lakh for the current financial year 2017-18 as against of Rs. 8163.06 Lakhs previous financial year. Similarly the Company profit for the current financial year

2017-18 has Rs. 511.41 Lakhs as against Rs. 1172.89 Lakhs in previous financial year. The last year profit has an element of one time profit on account of sale of shares of Krishna Phoschem Ltd in OFS.

CHANGE IN THE NATURE OF BUSINESS OF COMPANY

During the year under review, there is no change in the nature of business of Company

LISTING OF THE COMPANY

The shares of your Company were listed on SME Platform of "NSE EMERGE". The Annual Listing fees for the year 2018-19 has been paid to the exchange.

ANNUAL RETURN:

The information required pursuant to the provisions of Section 134 (3) (a) and Section 92 (3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form MGT-9 for the financial year ended on March 31^st, 2018 is provided in Annexure I forming part of this report and also disclosed on the website of the Company viz. http:/ / www.mbapl.com

AUDITORS & AUDITORS'' REPORT

The Company has appointed M/s. Rajneesh Kanther & Associates Statutory Auditors of the Company for a term of 05 years from the conclusion of this annual general meeting till the conclusion of 25^th AGM held in the year 2022.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Auditor''s Report is self-explanatory and therefore, do not call for any further comments/ clarifications and Auditor''s report does not contain any qualification, reservation or adverse remarks.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS'' REPORT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial personnel) Rules, 2014, the company has appointed M/s Sourabh Bapna & Associates, a Proprietorship firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for financial year 2018-19. The Company has received their consent for appointment.

The Secretarial Audit report for financial year 2017-18 received from SP Jethlia & Co. is provided in Annexure II forming part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

COST AUDITOR & AUDITORS'' REPORT

M/s K.C. Moondra & Associates, Cost Accountant, was appointed Cost Auditors of Company for FY 2018-19.

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and on the recommendation of the Audit Committee, the Board has appoint M/s K.C. Moondra & Associates, Cost Accountants (Registration No. 101814), at such remuneration as shall be fixed by the board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2019. The appointment and the remuneration of the cost Auditor is required to be ratified subsequently by the Members of the Company and further subject to the approval of the Central Government.

INTERNAL AUDITOR & INTERNAL CONTROL SYSTEM

The company has in place an adequate internal control system, which is commensurate with the size, scale and complexity of the company. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

During the period under review the Internal Financial Control were tested and no reportable material weakness in the design or operation were observed.

RESERVES

During the year under review, The Board of Director of Company Proposed to transfer Rs 518.75 lakhs to general reserve and after making provision for dividend, the reserve becomes Rs 4252.29 lakhs.

DIVIDEND

The Board of Directors are pleased to recommend final dividend of Rs. 0.50 per equity share (face value of Re. 10/- per share) for the financial year 2017-2018.

DEPOSITS

The Company has not accepted any deposits covered under section 73 of the Companies Act, 2013.

NO DEFAULT

The company has not defaulted in payment of interest and / or repayment of loan to any of the financial institutions and/or bank.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Companies Act, 2013 and Company''s Articles of Association, Sh. Praveen Ostwal (DIN 00412207), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

During the year, Mr. Pankaj Ostwal, Chairman & Managing Director of the Company, Mr. Sourabh Gupta, Whole Time Director & Chief Financial Officer and Ms. Pallavi Sukhwal, Company Secretary of the Company were designated as Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors duly met 07 (Seven) times 24^th April, 2017, 25^th May, 2017, 26^th July, 2017, 21^th August, 2017, 31^th August, 2017, 13^th November, 2017 and 09^th March, 2018 in F.Y. 2017-18 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. However, the Board passed no circular resolution.

PARTICULARS OF EMPLOYEES

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186

RISK MANAGEMENT:

Proper Risk Management Practices have followed for the purpose of risk identification, analysis, response planning and monitoring, controlling, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans has been developed to lessen their impact if they occur.

RELATED PARTY TRANSACTION UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company during the financial year which were in the conflict of interest of the company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions of the Independent Directors are incorporated on the website of the Company.

BOARD EVALUATION:

Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, working of its Committees and the Directors. The Nomination and Remuneration Committee has carried out evaluation of every Director. The Independent Directors evaluated performance of the Non-Independent Directors, the Board as whole and the Chairperson of the Company.

COMMITTEES OF BOARD:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Representative of Statutory Auditor is permanent invitee. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Arvind Kothari Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Sushil Kumar Surana Member

During the year the Committee had 4 Meetings i.e. on 17^th April 2017, 26^th July 2017, 07^thNovember 2017, and 05^th February 2018.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION 178:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and is provided in Annexure IX forming part of this report.

The following Directors are the members of nomination and Remuneration Committee.

(1) Shri Sushil Kumar Surana Chairman

(2) Shri Arvind Kothari Member

(3) Shri Paras Mal Surana Member

The Committee will meet as and when any remuneration is to be fixed for any Director /Managing Director and Key Managerial Personnel. During the year the Committee had 1 Meetings i.e. on 19^th March 2018.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The following Committee of Directors looks after the Investor Grievances:

(1) Shri Arvind Kothari Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Sushil Kumar Surana Member

During the year the 4 Stakeholder Relationship Committee Meetings were held on 25^th April 2017, 17^th July 2017, 08^th November 2017 and 05^th February 2018.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. CSR Policy is disclosed on the website of the Company viz.http://mbapl.com/pdf/CSR Policy MBAPL.pdf

As per provision of new enacted Company Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members:-

(1) Shri Arvind Kothari Chairman

(2) Shri Paras Mal Surana Member

(3) Shri Sushil Kumar Surana Member

The company has incurred as per recommendation of committee a sum of Rs. 10.14 Lakhs during the year 2017-18 as against Rs. 16.58 Lakhs as per provisions of Company Act, 2013.

Your company as part of its responsibility towards society has been taking welfare measures from time to time.

During the year the Committee had 2 Meetings i.e. on 30^th September 2017, and 31^st March 2018.

The CSR Report of the Company is provided in Annexure X forming part of this report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established vigil mechanism policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy. Vigil Mechanism Policy is disclosed on the website of the Company viz. http:/ / mbapl.com/pdf/Vigil-mechanism.pdf

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture and Associate Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18.

No. of complaints received: Nil

No. of complaints disposed off: Nil

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3) (c) & 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the Accounts for the Financial Year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures.

d) That the Directors have prepared the accounts for the financial year ended 31^st March, 2018 on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

HEALTH, SAFETY AND QUALITY MANAGEMENT

ACKNOWLEDGEMENT

We wish to place on record the cooperation received from the M.P. State Mining Corporation Ltd., Shriram Fertilizers & Chemicals, Banks and customers, suppliers, business associates and shareholders of the Company. The Directors also wish to place on record the appreciation to the team of executives, staff and workers, who have shown devotion and efficiency in performing their jobs.

For and on Behalf of the Board of Directors

Sd/- Sd/-

(Pankaj Ostwal) (Sourabh Gupta)

Place Bhilwara (Raj) Managing Director Whole Time Director

Chief Financial Officer

Date 29.05.2018 DIN 02586806 DIN 07177647

Mar 31, 2016

DIRECTORS'' REPORT For the year 2015-16

Dear Members,

The Directors have pleasure in presenting the 19^th Annual Report together with the Audited Accounts of the Company for the year ended 31â March, 2016.

FINANCIAL RESULTS ( RS in Lacs)

Particulars	2015-16	2014-15
Turnover	6466.27	6223.17
Profit Before Taxation	592.88	568.90
Taxation/Deferred Tax	-327.81	178.72
Profit /(Loss) after Tax	920.69	390.18
Transfer from Revaluation Reserve	7.64	9,17
FA Retirement	-	-34.81
Add: Balance brought forward from Previous year	1862.69	1498.15
Profit transferred to Balance Sheet	2791.02	1862.69

STATE OF COMPANY''S AFFAIR:

During the year under review, your Company could perform well irrespective of recession period all over the world. Company achieved almost its targets. Your Company has achieved turnover of Rs. 6466.27 lacs the net profit after tax for the current year stands at Rs. 920.69 lacs as against Rs. 390.18 lacs in previous year. .

FUTURE PROSPECTS: â¢

EXISTING BUSINESS

The Company is engaged in the manufacturing of Beneficiated Rock Phosphate, Sulphuric Acid, Single Super Phosphate. Beneficiated Rock Phosphate and Sulphuric Acid is actively consume as indigenous raw material of Single Super Phosphate is used in large quantities for replenishing "P" (Phosphorus) in the soil which gets depleted steadily with each crop.

COST AUDITOR & AUDITORS REPORT

In accordance with the provisions of section 148 of the companies act 2013 and the companies (audit and auditor)rules 2014 and on the recommendation of the committee the board will appoint M/s moor & associates cost accountants (registration No:101814) for remuneration at Rs.30000 plus applicable service tax and out of pocket expenses to conduct the audit of the cost records of the company for the financial year ending 31th 2017 the appointment and the remuneration o the cost auditor is required to be ratified subsequently by the members of the company and further subject to the central government

RESERVES

The board of director of company proposes to carry the reserves &surplus of rs.6938.31 lacs.

DIVIDEND

Looking to the working capital need and future plans for expansion &diversification ,the directors to retain the profit and hence do not propose any dividend and carried forward the net profit to next year.

DEPOSITS

The company has not accepted any deposit covered under section 73 of the companies Act,2013

NO DEFAULT

The company has not defaulted in payment of interest and/or repayment of lone financial in any of the financial institutions and/or bank

directors

In accordance with provisions of Companies Act ,2013and companyâs articles of association sh praveen ostwal (DIN: 412207), Director of the Company, retire by rotation and being eligible , offers himself for re-appointment .the board recommends their re-appointment.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors duly met 13 (Thirteen) times 01.05.2015,12.05.2015,14.05.2015,17.08.2015,06.09.2015,14.09.2015, 05.10.2015, 25.10.2015 , 31.10.2015, 24.11.2015, 03.02.2016, 18.02.2016 and 14.03.2016 in F.Y. 2015-16 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. However, the Board passed no circular resolution.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 197(12) and rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been furnished as there are no employees falling within the purview of the provisions of said section and the said rule during the period under review.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

PARTICULAR OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186

RISK MANAGEMENT:

A proper Risk Management Practices has been followed for the purpose of risk identification, analysis, response planning, and monitoring, controlling, and reporting. Although, all risks cannot be eliminated, but mitigation and contingency plans has been developed to lessen their impact if they occur.

RELATED PARTY TRANSACTION UNDER SECTION 188

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

DECLARATIN OF INDEPENDENT DIRECTORS: â¢ . . .

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013. The terms and conditions of the Independent Directors are incorporated on the website of the Company.

COMMITTEES OF BOARD:

AUDIT COMMITTEE DISCLOSURE UNDER SECTION 177:

The Audit Committee of the Company consists of 2 Independent Directors and 1 Executive Director. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Representative of Statutory Auditor is permanent invitee. Company Secretary acts as Secretary to the Committee.

The following Directors are the members of Audit Committee.

(1) Shri Arvind Kothari Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Sushil Kumar Surana Member

During the year the Committee had 4 Meetings i.e. on 05* May, 2015, 25"â August, 2015, 07^th December, 2015 and 27^th March 2016.

NOMINATION & REMUNERATION COMMITTEE DISCLOSURE UNDER SECTION <78:

In pursuant to the provisions of section 178 (4) of the Companies Act, 2013, the Nomination and Remuneration Policy recommended by the Nomination and Remuneration committee is duly approved by the Board of Directors of the Company and is provided in Annexure IV forming part of this report.

The following Directors are the members of Remuneration Committee.

(1) Shri Sushil Kumar Surana Chairman -

(2) Shri Arvind Kothari Member .

(3) Shri Paras Mai Surana Member

The Committee will meet as and when any remuneration is to be fixed for any Director /Managing Director or Key managerial Persons During the year the Committee had 2 Meetings i.e. on 27^th April 2015, 02^nd March, 2016. SHAREHOLDERS GRIEVANCES COMMITTEE:

The following Committee of Directors looks after the Investor Grievances: .

(1) Shri Arvind Kothari Chairman

(2) Shri Pankaj Ostwal Member

(3) Shri Sushil Kumar Surana Member

During the year the 4 Investor Grievance Committee Meetings were held on 29^th June, 2015, 25* September 2015, 10^m December, 2015 and 24^th March, 2016.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

As per provision of new enacted companies Act, 2013, the Board of Directors have framed Corporate Social Responsibilities Committee having the following members:-

(1) Shri Arvind Kothari Chairman

(2) Shri Paras Mai Surana Member

(3) Shri Sushil Kumar Surana Member

The company has incurred as per recommendation of committee a sum of Rs. 12.06 Lacs during the year 2015-16 as against Rs. 10.90 Lacs as per provisions of Companies Act, 2013.

Your company as part of its responsibility towards society has been taking welfare measures from time to time. One of its prominent measures is improving the standard of living of people in its vicinity.

The CSR Report for the financial year ended on March 31*. 2016 is provided in Annexure V forming part of this report. MATERIAL CHANGES AND COMMITMENTS:

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY: â¢

The Company does not have any Subsidiary, Joint Venture and Associate Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16.

No. of complaints received : Nil

No. of complaints disposed of : Nil â¢

DIRECTORS RESPONSIBILITY STATEMENT â¢

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the Financial Year ended 31" March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 financial year and of profit of the company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31" March, 2016 on a going concern basis.

5. That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

HEALTH AND SAFETY .

Your company is conscious about its responsibility towards the upkeep of environment and maintenance of high safety and health standards at its work places. The company has been certified by ISO 9001:2008.

ACKNOWLEDGEMENT

We wish to take on record the cooperation received from the M.P. State Mining Corporation Ltd., Rajasthan State Mines & Minerals Ltd., Shriram Fertilizers & Chemicals, HDFC Bank Ltd. and other customers, suppliers, business associates and shareholders of the Company. The Directors also wish to place on record the appreciation to the team of executives, staff and workers, who have shown devotion and efficiency in performing their jobs.

For and on Behalf of the Board of Directors

Sd/- Sd/-

(Pankaj Ostwal) (Paras Mai Surana)

Place: Bh.lwara (Raj) Managing Director Director

Date: 18.04.2016 _(DIN . 02586806) (DIN 06367348)

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