Dear Members,
Your Directors have pleasure in presenting the 38th Annual Report and Audited Financial Statements for the Financial Year ended 31st March, 2023.
FINANCIAL SUMMARY AND HIGHLIGHTS (Rs. In Lakh)
Net turnover of your Company has increased by 24.84% from Rs. 26,534.53 lakh in 2021-22 to Rs. 33,126.77 lakh in current year. Your Company has earned a pre-tax profit of Rs. 214.15 lakh as compared to loss of Rs. 344.39 lakh in the last year. Company has earned cash profit of Rs. 1,501.10 lakh as compared to Rs. 1,017.49 lakh in 2021-22.
RESULTS OF OPERATIONS
OPERATIONS:
During the year under review, the following are the highlights of your Company:
Achieved a turnover during 2022-23 of Rs. 33,126.77 lakh as compared to Rs. 26,534.53 lakh during 2021-22 reflecting an increase of 24.84% due to increase in volumes and inflation.
Cash Profit during 2022-23 is Rs. 1,500.10 lakh against cash profit during the year 2021-22 of Rs. 1,017.49 lakh
PERFORMANCE OF THE COMPANY
Plastic is projected to be largest growing product type for injection moulding market. Our company is expected to see stronger growth. Adoption of light weight vehicles and electric vehicles are expected to offer various lucrative opportunities for the growth of our company. Your company is positively working towards expanding its operation to other customers. Your Company has also received tooling business from customers other than MSIL and making efforts in exploring alternate business opportunities in mould making and for replacement market.
Despite adverse business cycle and Covid-19, your company has a strong track record of payment of dues and taxes on time.
INTERNAL FINANCIAL CONTROL
Your company has in place adequate internal financial controls in accordance to the size of the company and with reference to financial statement. The internal financial controls have been regularly reviewed by the auditors of your company and no reportable material weakness in the design or operation was observed.
EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form No MGT–9 in accordance with the provisions of Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, has been disclosed on the website of company at https://machino.com/mgt-9/
NUMBER OF BOARD MEETINGS
The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 sub section (5) of the Companies Act, 2013 the directors of your company state-
• That in preparation of the annual accounts for the financial year ended st March,31 2023, the applicable accounting standards have been followed and there are no material departures from the same.
• That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year as at 31st March, 2023 and of the profit of the Company for the year ended 31st March, 2023.
• That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
• That the annual accounts have been prepared on a going concern basis.
• That proper internal financial controls laid down by the directors to be followed by the Company and that such internal financial controls are adequate and is operating effectively; and
• That proper system to ensure compliance with the provisions of all applicable laws is adequate and is operating effectively.
OTHER DISCLOSURES
Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of your Company under any scheme.
• Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
• Buy -back of shares.
• No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
• No settlements have been done with banks or financial institutions.
DECLARATION BY INDEPENDENT DIRECTOR
Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with Schedule and Rules issued there-under, and also in accordance to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.
REMUNERATION POLICY
Your company has adopted the remuneration policy in accordance with Section 178 read with rules made there under for director's appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director, etc. in the meeting of Board of Directors of the Company held on 9th February, 2015 in line with the recommendation of Nomination and Remuneration Committee; whose meeting also held on the same date. The remuneration policy of your Company is annexed in Annexure-I. The policy has been disclosed on the website of the company.
AUDIT AND AUDITOR'S REPORT: STATUTORY AUDITOR:
M/s. KMGS & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office until the conclusion of the AGM to be held in the financial year 2026-2027.
STATUTORY AUDITOR'S REPORT
There are no such observations in the statutory audit report which needs to be explained by your company. The observation of the auditors is self-explanatory and/or is suitably explained in the notes to the accounts.
SECRETARIAL AUDITOR:
M/s A.K. & Associates, Practicing Company Secretary, were appointed as Secretarial Auditor for the financial year 2022-2023 for secretarial audit of your company.
SECRETARIAL AUDIT REPORT
There are no such observations in the secretarial audit report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VI.
SECRETARIAL COMPLIANCE REPORT
There are no such observations in the secretarial compliance report which needs to be explained by your Company. The report of secretarial auditor is annexed to this report as Annexure VII.
SHARE CAPITAL
The authorized share capital of the Company is Rs. 150,000,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifty Lakhs Only) equity shares of face value of Rs. 10 (Rupees Ten) each. The paid-up Share Capital of the Company as on March 31, 2023 was Rs. 61,368,000 (Rupees Six Crores Thirteen Lakhs Sixty Eight Thousand Only) divided into 6,136,800 (Sixty One Lakh Thirty Six Thousand Eight Hundred Only) equity shares of face value of Rs. 10 (Rupees Ten) each.
During the year under review, there was no change in the authorised, subscribed and paid-up share capital of the Company from the last financial year.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT BY THE COMPANY
Your Company has not given any loan, guarantee or made any investment in any other body corporate as per the provision of section 186 of the Companies Act, 2013, except as disclosed in the attached accounts.
RELATED PARTIES TRANSACTIONS
All related party transactions that were entered into during the financial year 2022-23 were in the ordinary course of business and on an arm's length basis or with required approvals. Your company has also adopted a policy on materiality of related parties transaction and also dealing with related parties' transaction as approved by the Board. The policy has been disclosed on the website of your company at www.machino.com The details of related parties transaction whether requiring approvals or otherwise, as per the provision of Section 188 of the Companies Act, 2013, Form AOC-2 is annexed in Annexure-II.
STATE OF COMPANY'S AFFAIR
Your company is a joint venture Company of Maruti Suzuki India Limited, Suzuki Motor Corporation and Jindal's. Your company was incorporated in 1986. Your company is a going concern. The shares of your company are listed on Bombay Stock Exchange Limited. Your company is engaged in the production of plastics moulded automotive components. Your company has total 4 plants/warehouses out of which one operative plant is located in Gurugram, one operative plant and a warehouse are located in Manesar while the plant located in Pithampur is non- operative and is yet to commence production and is used as warehouse During the year under review, your company has not made any default in repayment of any of its term loans, have met generally all its obligation in time including its tax liabilities.
DETAILS OF SIGNIFICANT AND MATERIAL ORDER
No significant or material orders have been passed by any regulators or court or tribunals impacting the going concern status and future operations of your company.
MATERIAL CHANGES AND COMMITMENTS
No significant changes and commitments affecting the financial position of your company for the financial year ending on 31st March, 2023 till the date of this report.
CONSERVATION OF ENERGY
Continuous overhauling of equipment's and awareness amongst employees has helped to avoid wastage of energy. Company has installed solar power plant of capacity 1350KW at its Gurugram and Manesar Plant. Series of steps have been taken to identify areas of excess consumption of power and checks have been strengthened at these points and various alternative sources of energies are utilized.
Data regarding energy consumed is given hereunder:
Power & Fuel Consumption 2021-22 & 2022-23
A statement giving details of technology absorption in accordance with the above Rules is annexed hereto as Annexure IV and forms part of the Report.
FOREIGN EXCHANGE EARNING & OUTGO
RISK MANAGEMENT POLICY
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your company already has "Risk Management Policy" in writing which is also uploaded on the website of the company. The policy is regularly updated taking in to consideration the changes taking place in the business environment. Your company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.
Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on our company. Therefore, the company has abolished Risk Management Committee from board committees in its board meeting held on 29th April, 2019. With effect from 25th June, 2020, all the matters related Risk Management Committee are discussed in Audit Committee.
ANNUAL EVALUATION OF PERFORMANCE
The performance evaluation of all:
• Independent directors were made by Board (excluding the director whose performance is being evaluated),
• Non independent directors were made by the independent directors in its meeting
• The board committees and of the board as whole was made by Nomination and Remuneration Committee
Your company has also adopted a policy for evaluation of performance of the board and individual director in the meeting of the board of directors in line with the recommendation of Nomination and Remuneration Committee. The policy of annual evaluation is annexed in Annexure –III.
The policy has also been disclosed on the website of the company.
VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, your Company has established the Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for directors and employees of the Company to report genuine concerns or grievances. The Vigil Mechanism provides the safeguard against the victimization of person who uses such mechanism.
Ms. Reetika Pant has been appointed as Vigil Mechanism Officer of the company. During the financial year 2022-23, all the directors and employees had full access to approach the Vigil Mechanism Officer. No complaint was received during the year 2022-23 of any sort from any directors and employee of your company.
The detail of establishment of such mechanism is also disclosed on the website of the Company at https://machino.com/wp-content/uploads/2021/07/Vigil-machanism-policy.pdf
DIRECTORS
APPOINTMENT
No appointment has been made during the financial year 2022-23.
RESIGNATION
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the office of Mr. A. K Tomer, Director of your company (representative of Maruti Suzuki lndia Limited) stands vacated as per Section 167(1) (b) of Companies Act, 2013.
KEY MANAGERIAL PERSONNEL (KMPs)
Mr. Aditya Jindal, Chairman cum Managing Director, Mr. Sanjiivv Jindall, Whole Time Director - Strategy, Mr. Ravinder Hooda, Chief Financial Officer and Ms. Reetika Pant, Company Secretary are the KMPs of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
AUDIT COMMITTEE
The details of the Audit Committee including its composition and terms of reference mentioned in the Corporate Governance Report forms part of Director's Report.
DIRECTORS STATEMENT
In terms of Clause (X) of sub-rule (5) of Rule 8 of the Companies (Accounts) Rules, 2014, it is hereby stated that the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTOR
Your Company has organized a familiarization programme for the independent directors as per the requirement of the Companies Act, 2013 along with the requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detail of such familiarization programme is also uploaded on the website of the company at www.machino.com.
LISTING
The Equity Shares of the Company are listed on Bombay Stock Exchange. The company has paid listing fees to the Stock Exchange for the financial year 2023-24.
CORPORATE GOVERNANCE
Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an organization's corporate governance philosophy is directly linked to high performance.
Pursuant to Regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company regularly submits the corporate governance report to the Stock Exchanges within the prescribed time line. Therefore, Reports on Corporate Governance has been included in this annual report as a separate section (forming a part of Director's Report) along with the Auditor's Certificate.
DEPOSITS
Your Company has not accepted any deposits under Section 73 of the Companies Act, 2013 & rules made there under.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report are presented in a separate section forming part of the annual report.
DETAILS OF SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES
None of the company has become or ceased to become the subsidiary, joint venture or associate of your Company during the financial year 2022-23.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
Details of employee of the Company as specified under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto as Annexure-V and forms part of the report.
TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY
Pursuant to the section 124(6) of the Companies Act, 2013, your company has transferred 32695 shares to Investor Education and Protection Fund Authority.
Dividend for the financial year ended March 31, 2016 and thereafter, which remain unpaid or unclaimed for a period of seven years from the date they became due for payment will be transferred by company to Investor Education & Protection Fund.
ENVIRONMENT
The Company is not involved in any type of hazardous activity to environment and does not discharge any trade effluents (solid, liquid or gaseous) causing pollutions. As an environment conscious responsible corporate citizen, your Company has implemented GSCM (Green Supply Chain Management) standards and is ISO14001 certified holder. The Company has also achieved ISO 18001-OHSAS certification for occupational health and safety.
CORPORATE SOCIAL RESPONSIBILITY
The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on your company. Therefore your company has not constituted CSR committee for this.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the valuable co-operation and assistance extended by Maruti Suzuki India Limited., Suzuki Motors Corporation, Japan, Government of India, Government of Haryana and the Company's bankers for their continued support and guidance. The Directors also commend the continuing commitment and dedication of the employees at all levels and are thankful to the shareholders for their continued patronage, trust and confidence in the Company.