Directors Report of Macpower CNC Machines Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 21^st Annual Report on business and operation of your company together with the Financial Statements for the year ended on March 31, 2024.

FINANCIAL RESULT

/INR in Lakh/
Particulars	Current Financial Year (2023-24)	Previous Financial Year (2022-23)
Revenue from Operations	24104	20189
Other Income	150	26
Total Income	24254	20215
Profit/Loss before depreciation, Finance Costs, Exceptional items and Tax Expense	3683	2093
Less: Depreciation/Amortization/ Impairment	413	337
Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense	3270	1756
Less: Finance Costs	26	23
Profit/(Loss) before Exceptional items and Tax Expense	3244	1733
Add/(less): Exceptional items	0	0
Profit/(Loss) before Tax Expense	3244	1733
Less: Tax Expense (Current & Deferred]	819	444
Current Income Tax	782	371
Deferred Tax	37	73
Profit/(Loss) for the year	2425	1289

OVERVIEW OF OPERATIONS (STATE OF THE COMPANYâS AFFAIRS)

Company has outperformed during the Financial year 2023-24 by generating highest total operating revenue of Rs. 241.04 Crore against Rs. 201.89 Crore of previous financial year, representing an increase of 19.39% Y-o-Y. The EBITDA of the Company has grown by 70.92% Y-o-Y from the last year and reached to Rs. 35.33 Crore in current year from Rs. 20.67 Crore in last year. This year your company''s Net Profit came in at Rs. 24.25 Crore versus Rs. 12.89 Crore in last year, representing a growth of 88.13% Y-o-Y. EPS stands at Rs 24.24 per share in current year against Rs 12.89 per share in last year.

CHANGE IN NATURE OF BUSINESS

There has been no change in the Nature of Business during the year.

TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserve out of the net profits of the Company for the FY24. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

DIVIDEND

Based on the performance of the Company for the year, the Board of Directors is pleased to recommend a final dividend of Rs.1.50/- per equity share of the face value of Rs. 10/- each (i.e. 15%), payable to those shareholders whose name appear in the Register of Members as on Record date, subject to approval of Shareholders at the ensuing Annual General Meeting, which if approved, will absorb Rs. 1,50,06,240/-towards final dividend.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020 and amendments thereof, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

MAJOR EVENTS OCCURRED DURING THE YEAR

During the year under review, there have been no events occurred in your company which management believes that having an impact on the affairs of your company;

DISPATCH OF MACHINES

During the year, your company has dispatched total 1235 Machines to various sectors like Private sector, Defense sector, Education sector, Research sector etc.

MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS

There have been no material changes and commitments affecting the financial position of the Company since the closure of financial year i.e. since March 31, 2024

REVISION OF FINANCIAL STATEMENTS

None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

Disclosed in Management discussion and analysis report

SHARE CAPITAL AND DEBT STRUCTURE

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassification nor sub-division of equity shares during the year under review. Your Company does not have Debt securities.

CREDIT RATING OF SECURITIES

Your company only has Equity shares and Credit rating is not applicable to equity securities. So, during the year no credit rating certificate related securities is taken as it is not applicable.

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

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

The details of unpaid and unclaimed dividends are available on the Companyâs website at https: / / macpowercnc .com / unpaid-or-unclaimcd-dividend -details /. Details of unpaid and unclaimed dividends up to March 31, 2024 are also uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2017-18 and thereafter, are as under:

Financial year	Type of Dividend	Declaration Date	Due Date
2017-18	Final Dividend	22^nd Sep, 2018	29th Oct, 2025
2018-19	Final Dividend	28* Sep, 2019	4Â»h Nov, 2026
2021-22	Intrim Dividend	25Â»h Oct, 2021	1*Â« Dec, 2028
2021-22	Final Dividend	27th Sep, 2022	3^rd Nov, 2029
2022-23	Final Dividend	22^nd Sep, 2023	29th Sep, 2030

In Furtherance, Company has appointed Nodal Officer for and on behalf of the Company to Co-Ordinate with IEPF'' Authority pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second amendment Rules, 2019 and amendment thereto if any, Details of Nodal Officer is as under:

Name: Mr. Kishor Kikani

Designation: Company Secretary & Compliance Officer

Contact details: csfamacpowercnc.com

MANAGEMENT

i. Director and Key Managerial Personnel Directors

Following are the Promoter/Promoter group Directors of the Company as on 31^stMarch, 2024 and during the year under review, there has been no change in the Board of Directors of the Company:

Sr. No.	Names of Directors	Designation	DIN
1.	Mr. Rupesh J. Mehta	Managing Director	01474523
2.	Mr. Nikesh J. Mehta	Whole-Time Director& Chief Executive Officer	01603779
3.	Mrs. Riya R. Mehta	Non-Executive & Woman Director	01603726

Director retiring by rotation

Mr. Rupesh Jagdishbhai Mehta (DIN: 01474523), Managing Director of the Company retires at this ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible, offer himself for reappointment.

The relevant details and Brief profile of Director seeking re-appointment is given in the Notes/Annexures to the Notice of the Annual General Meeting.

Key Managerial Personnel (KMPI

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company as on March 31, 2024:

Sr. No	Names of KMP	Designation	DIN/PAN
1.	Mr. Rupesh J. Mehta	Managing Director	01474523
2.	Mr. Nikesh J. Mehta	Whole-Time Director(WTD) and Chief Executive Officer(CEO)	01603779
3.	Mr. Rajnikant Raja	CFO	ADEPR7853H
5.	Mr Kishor Kikani	CS	AVXPK4815H

Change in KMP during the year

During the year under review, there is no change in the KMP of the Company:

ii. Independent Directors

Following are the Independent Directors of the Company and during the year under review there has been no change in the Independent Directors of the Company:

1) Mr. Maulik R. Mokariya [DIN: 05310868],

2) Mr. Rajubhai R. Bhanderi [DIN: 07986563] and

3) Mr. Deven J. Doshi [DIN: 07994505]

Aforesaid all the Independent Directors were reappointed at 19^th annual general meeting held on 27.09.2022 for a period of five (5) years for 2nd term from November 17, 2022 to November 16, 2027.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and also passed the online proficiency self-assessment test within the specified timeline.

iii. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(l)(b) and Regulation 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEB1 Listing Regulationsâ) at the first meeting of the Board of financial year. In Furtherance, Company has also received confirmation that that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

During the year under review, the non-executive director and Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company. None of the Directors are disqualified to be continued to act as Director of the Company.

iv. Board Meeting

Six meetings of the Board of Directors were held during the year under review and the gap between two meetings did not exceed one hundred and twenty'' days. For details of meetings of the Board, please refer below table:

Board of Directors	Rupesh J. Mehta	Nikesh J. Mehta	Riya R. Mehta	Maulik R. Mokariya	Rajubhai R. Bhanderi	Deven J. Doshi
Meeting Date/ Designation	Managing Director	Whole- Time Director	Non-Executive & Woman Director	Independent Director	Independent Director	Independent Director
27.05.2023	YES	YES	YES	YES	YES	YES
07.07.2023	YES	YES	YES	YES	YES	YES
11.08.2023	YES	YES	YES	YES	YES	YES
27.09.2023	YES	YES	YES	YES	YES	YES
22.10.2023	YES	YES	YES	YES	YES	YES
29.01.2024	YES	YES	YES	YES	YES	YES

During FY 2023-24, none of resolutions were passed by circulation. Meetings of the Independent Directors were held on 29/01/2024. The Independent Directors, inter-alia, reviewed the performance of Chairman of the Company and Board of Directors.

v. Committees of the Board

There are 4 Board Committees as on March 31, 2024 that have been formed, considering the needs of the Company, details of which are as follows;

Audit Committee Meeting	Rupesh J. Mehta	Rajubhai R. Bhanderi	Deven J. Doshi
Audit Committee Meeting	Managing Director	Independent Director	Independent Director
Date / Designation	Member	Chairperson	Member
27.05.2023	YES	YES	YES
07.07.2023	YES	YES	YES
11.08.2023	YES	YES	YES
27.09.2023	YES	YES	YES
22.10.2023	YES	YES	YES
29.01.2024	YES	YES	YES
Stakeholdersâ Relationship Committee (SRC) Meeting	Rupesh J. Mehta	Nikesh J. Mehta	Rajubhai R. Bhanderi
Stakeholdersâ Relationship Committee (SRC) Meeting	Managing Director	Whole-Time Director	Independent Director
Date / Designation	Member	Member	Chairperson
28.01.2024	YES	YES	YES
Nomination Remuneration Committee (NRC) Meeting	Rajubhai R. Bhanderi	Deven J. Doshi	Riya R. Mehta
Nomination Remuneration Committee (NRC) Meeting	Independent Director	Independent Director	Non-Exe. Director
Date/ Designation	Chairperson	Member	Member
27.05.2023	YES	YES	YES

Corporate Social Responsibility Committee Meeting	Rupesh J. Mehta	Nikesh J. Mehta	Rajubhai R. Bhanderi
Corporate Social Responsibility Committee Meeting	Managing Director	Whole-Time Director	Independent Director
Date/Designation	Member	Member	Chairperson
28.01.2024	YES	YES	YES

vi. Companyâs Policy /Terms of Reference of committees

The Terms of Reference of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and corporate social responsible committee are disclosed in Corporate Governance report which forms part of this Annual Report. Further, all the recommendation of Audit committee have been approved by the Board of Directors of the Company.

vii. Companyâs Policy on Directorsâ Appointment and Remuneration

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Our business model promotes customer centricity and requires employee mobility to address project needs. The remuneration policy supports such mobility through pay models that are compliant to local regulations.

The Company pays remuneration to its Managing Director & the Executive Directors as professional fees/consultancy fees. Annual increments are recommended by the Nomination and Remuneration Committee.

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, decides the commission/remuneration payable to the Managing Director and the Executive Directors out of the profits for the financial year and within the ceilings prescribed under the Act, based on the Board evaluation process considering the criteria such as the performance of the Company as well as that of the Directors. The said commission/remuneration is decided each year by the Board of Directors, on the recommendation of the Nomination and Remuneration Committee and paid to the Managerial personnel based on the Board evaluation process, considering criteria such as their attendance and contribution at the Board and Committee meetings, as well as the time spent on operational matters other than at meetings. The Company may reimburse the out-of-pocket expenses incurred by the Directors for attending the meetings. Remuneration paid is approved by members of the Company

Nomination and Remuneration policy is placed on the website of the Company at https: / / macpowercnc.com/wp-

contcnt / uploads / sites / 395 / 2023 706/ Nominat ionand Re muncrationpolicv. pdf

viii. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

As per Companies Act, 2013, Board has made annual evaluation of its own performance and also of its committees and Individual Directors. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Board of Directors is actively taking an action for evaluation.

ix. Remuneration of Directors and Employees

Details of Remuneration of Executive Directors for the year ended on March 31, 2024:

Name of Director	Designation	Amount of Remuneration
Mr. Rupesh J. Mehta	Managing Director	*36 Lakhs
Mr. Nikesh J. Mehta	Whole-Time Director	*20,Lakhs

* Board of directors has based upon the recommendation of nomination and remuneration committee and subject to approval of members of the company (which later approved by members at their AGM held on 27.09.2022) has reappointed and revised managerial remuneration as follows:

Mr. Rupesh J. Mehta, having monthly remuneration byway of professional/Management Consultancy Fee of Rs.3 Lakhs plus 18% GST with effect from 01st October, 2022 and Mr. Nikesh J. Mehta having

monthly remuneration byway of professional/Management Consultancy Fee of Rs.2 Lakhs 18% GST with effect from 01st October, 2022.

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

Particulars of employees:

Disclosure pertaining to remuneration and other details as required under the Act read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provisions of Section 197(12) of the Act read with Rule 5 is attached with this report as Annexure - 1.

x. Directorsâ Responsibility Statement

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act, 2013, Your directors confirm, to the best of their knowledge and belief:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

(e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

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

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

âInternal financial controlsâ means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2023-24.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious lapses have been observed by the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

The Companyâs internal control procedure, which includes internal financial controls, ensures compliance with various policies, practices and statutes keeping in view the organizationâs pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee. The said Reports have not included any observation of any serious lapses in the system during the year under review.

Based on its evaluation [as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015], our audit committee has concluded that, as of March 31, 2024 our internal financial controls were adequate and operating effectively.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your company has no holding/subsidiary/associate company. So, disclosure in AOC-1 required under section 129 of the Act is not applicable to your company.

DETAILS OF DEPOSITS

Your company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any transaction that was falling under the ambit of section-186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has entered into transaction with Related Parties at Armâs Length Basis. Particulars of contracts or arrangements with related parties referred to section - 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to the Boardâs Report.

CORPORATE SOCIAL RESPONSIBILITIES

Your Company is falling under the ambit of Section 135 of the Companies Act, 2013 i.e. Corporate Social Responsibility. During the year 2023-24, company has spent total amount of Rs. 28.62 Lacs as CSR expenditure.

The brief outline of the Corporate Social Responsibilities [CSR] policy of the Company and the initiatives undertaken by your company on CSR activity during the year under review are set out in Annexure -3 of this report in the format prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 i.e. Annual Report on CSR Activities. The CSR policy is available on the website of the company at https://macpowercnc.com/wp-content/uploads/sites/395/2023/06/CorporateSocialResponsibilitvpolicv.pdf

Further, the details relating to the Composition of CSR Committee and Meetings of CSR Committee disclosed in above point of Boardâs Report relating to Committees of Board and also disclosed in the Annual Report on CSR Activities.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

RISK MANAGEMENT

The Company was not required to frame Risk Management Committee pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly not constituted, however, the board of directors is responsible for framing, implementing and monitoring the risk management plan for the listed entity and Audit Committee of the Company also evaluating Risk Management Systems.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior and to report instances of leak of unpublished price sensitive information. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company at https: //macpowercnc.com/wp-content / uploads/sit.es/395/ 2023/06/ VigilMechanismorWhistleBlowerpolicy.pdf

The Audit Committee is continuously verifying the Whistle Blower policy (vigil mechanism) which provides a format mechanism for all stakeholders, employees and

directors of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior towards stakeholder/employee of the company, leak of UPSI, actual or suspected fraud or violation of the Companyâs Code of Conduct.

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

During the year under review, there are no significant or material orders passed by the Regulators /Courts /Tribunals that could impact the going concern status of the company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or no proceeding pending under the insolvency and bankruptcy code, 2016.

AUDITORS AND AUDITORSâ REPORT

The Details of the Auditors of the Company are as stated below:

Name of Auditor	Type of Auditor	FY 23-24	FY 24-25
M/s. S.C. Makhecha & Associates (FRN: 120184W)	Statutory Auditor, Rajkot	Appointed in 20^th AGM [i.e. AGM for 2022-23] for a 2^nd term of 5 Consecutive years i.e. till the conclusion of AGM pertaining to financial year ending on 31^stMarch, 2028	Appointed in 20^thAGM [i.e. AGM for 2022-23] for a 2"^dterm of 5 Consecutive years
M/s. K. P. Rachchh& Co. FCS: 5156	Secretarial Auditor	Appointed to conduct Secretarial audit for FY 2023-24.	Re-appointed to conduct Secretarial audit for FY 2024-25.
M/s. Borad Sanjay B & Associates	Cost Auditor	Appointed to conduct cost audit for FY 2023-24.	Re-appointed to conduct cost audit for FY 2024-25.
Mr. Vishal B. Mehta	Internal Auditor	Appointed to conduct Internal Audit for FY year 2023-24.	Re-appointed to conduct Internal audit for FY 2024-25.

A. STATUTORY AUDITORS:

M/s. S. C. Makhecha & Associates, Chartered Accountants (FRN: 120184W) were Appointed in 20^th AGM [i.e. AGM for 2022-23] for a 2^nd term of 5 consecutive years from 20^th AGM until the Conclusion of 25^th AGM (i.e. from FY 2023-24 to F.Y 2027-28). They have given consent and confirmed that they are not disqualified from continuing as Auditors of the Company. Further, as required under SEBI (LODR) Regulations, 2015, they hold valid peer review certificate No. 015108.

The Auditors'' Report for the financial year ended March 31,2024 does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

NO FRAUD REPORTING

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

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Act and Rules made there under, the Board of Directors had appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the FY 2023-24.

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from M/s. K. P. Rachchh & Co., Practicing Company Secretaries for the FY 2023-24 is set out at âAnnexure- 5â forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2024 is self-explanatory and does not call for any further clarifications.

Further, the Company has re-appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the FY-2024-25 under the Companies Act, 2013 and under regulation 24A of the SEB1 (LODR) Regulations, 2015.

C. COST AUDITORS:

The Board has appointed M/s. Borad Sanjay B & Associates, Cost Accountants for conducting the audit of cost records of the Company for single segment for the financial year 2023-24 as recommended by the Audit Committee.

Further, the Company has re-appointed M/s. Borad Sanjay B & Associates, Cost Accountants for the year 2024-25 at a remuneration of Rs. 35,000/- and As required under Section-148 and Rule 14 of the Companies [Audit and Auditors] Rules, 2014, Necessary resolution for ratification of payment of remuneration to the said Cost Auditors forms part of the Notice of the ensuing Annual General Meeting

D. INTERNAL AUDITORS:

Mr. Vishal B. Mehta has been appointed by the Board of Directors at their meeting held on July 7, 2023, as Internal Auditors of the Company for the financial 2023-24 w.e.f July 8, 2023 upon resignation of Mr. Vishal Kadia as an internal auditor of the Company with effect from July 7, 2023 due to his preoccupation in other assignments.

COMPLIANCE WITH SECRETARIAL STANDARDS

We, the Directors of the Company, hereby state the Company has complied all applicable Secretarial Standards to the applicable extend.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the website of the Company at

https://macpowercnc.com/annual-return/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

Management Discussion & Analysis Report for the year under review, under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), is presented in a separate section and forms a part of this Report.

CORPORATE GOVERNANCE REPORT

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

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

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

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 and the Rules thereunder. The said policy is uploaded on the website of the Company at https: //macpowercnc.com/wp-content/uploads/sites/395 72023 706/POLICYONSEXUALHARASSMENTATWORKPLACE.pdf

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

INSURANCE

The assets of the company including buildings, plant & machinery, stocks, etc. wherever necessary and to the extent required have been adequately insured against various risks.

SEGMENT REPORTING

The Company is engaged in the business of manufacturing of CNC Turning Centers, Vertical Machining Centers [VMC], Horizontal Machining Centers [HMC], Cylindrical Grinder, Vertical Turret Lathe [VTL], Turn Mill Centers, Drill Tap Center [DTC], Twin Spindle Turning & VMC along with robotic automation solutions. Considering the nature of the Business and Financial Reporting of the Company, the segment reporting is not applicable to company as your companyâs business in single segment.

HUMAN RESOURCE DEVELOPMENT

Your Company continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential.

The Companyâs relation with human resource continued to be cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, Lock out or another issues related to Human Resources.

GENERAL

The Board of Directors confirms that no disclosure or reporting is required in respect of the below matters as there were no transactions on these matters during the FY24:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

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

3. non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

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

ACKNOWLEDGMENTS

The Directors thank the Companyâs employees, customers, vendors, investors and academic partners for their continuous support.

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

The Directors appreciate and value the contribution made by every member of the work family.

Stakeholders support is also acknowledged by the Management of the Company.

Mar 31, 2023

The Directors have pleasure in presenting their 20th Annual Report on business and operation of your company together with the Financial Statements for the year ended on March 31,2023.

FINANCIAL RESULT

Particulars	Current Financial Year (2022-23)	Previous Financial Year (2021-22)
Revenue from Operations	20189	19012
Other Income	25	83
Total Income	20214	19095
Profit/Loss before depreciation, Finance Costs, Exceptional items and Tax Expense	2092	2134
Less: Depreciation/Amortization/ Impairment	336	279
Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense	1756	1855
Less: Finance Costs	23	16
Profit/(Loss) before Exceptional items and Tax Expense	1733	1839
Add/(less): Exceptional items	0	0
Profit/(Loss) before Tax Expense	1733	1839
Less: Tax Expense [Current & Deferred]	444	555
Current Income Tax	371	388
Deferred Tax	73	167
Profit/(Loss) for the year	1289	1284

OVERVIEW OF OPERATIONS

Performance of your company was during the financial year 2022-23 by generating highest total operating revenue of Rs. 201.89 Crore against Rs. 190.12 Crore of previous financial year, representing Increase in Y-o-Y growth rate by 6.19%. This year your company''s PAT comes to Rs. 12.89 Crore as last year it was Rs. 12.84 Crore. EPS stands at Rs 12.89 per share as against Rs 12.84 per share last year.

CHANGE IN NATURE OF BUSINESS

There has been no change in the Nature of Business during the year.

TRANSFER TO RESERVE

No amount is proposed to be transferred to General Reserve out of the net profits of the Company for the Fy23. Hence, the entire amount of profit has been carried forward to the Profit & Loss Reserve Account.

DIVIDEND

MAJOR EVENTS OCCURRED DURING THE YEAR

During the year under review, there have been no events occurred in your company which management believes that having an impact on the affairs of your company;

DISPATCH OF MACHINES

During the year, your company has dispatched total 1047 Machines to various sectors like Private sector, Defense sector, Education sector, Research sector etc.

MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS

There have been no material changes and commitments affecting the financial position of the Company since the closure of financial year i.e. since March 31,2023

REVISION OF FINANCIAL STATEMENTS

None of Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

SHARE CAPITAL AND DEBT STRUCTURE

There was no change in Authorised and Paid up Share Capital of the Company and neither there was any reclassification nor sub-division of equity shares during the year under review.

Your Company does not have Debt securities.

CREDIT RATING OF SECURITIES

Your company only has Equity shares and Credit rating is not applicable to equity securities. So, during the year no credit rating certificate related securities is taken as it is not applicable.

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

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

But your Company has declared final dividend in the financial year of 2017-2018, 2018-2019 and interim & final dividend in 2021-22 and the details of Unpaid/Unclaimed Dividend account of Members of the Company is given on the website of the Company -https://www.macpowercnc.com/investor/unpaid-or-unclaimed-dividend-details/.

In Furtherance, Company has appointed Nodal Officer for and on behalf of the Company to CoOrdinate with IEPF Authority pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second amendment Rules, 2019 and amendment thereto if any, Details of Nodal Officer is as under:

Name: Mr. Kishor Kikani

Designation: Company Secretary & Compliance Officer Contact details: [email protected]

MANAGEMENT

I. Director and Key Managerial Personnel Directors

Following are the Promoter/Promoter group Directors of the Company as on 31st March, 2023 and during the year under review, there has been no change in the Board of Directors of the Company:

Sr. No.	Names of Directors	Designation	DIN
1.	Mr. Rupesh J. Mehta	Managing Director	01474523
2.	Mr. Nikesh J. Mehta	Whole-Time Director& Chief Executive Officer	01603779
3.	Mrs. Riya R. Mehta	Non -Executive & Woman Director	01603726

Director retiring by rotation

Mrs. Riyaben R. Mehta, Director (DIN: 01603726) of the Company retires at this ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible, offer herself for re-appointment.

The relevant details and Brief profile of Director seeking re-appointment are given in the Notes/Annexures to the Notice of the Annual General Meeting.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel of the Company as on March 31,2023:

Sr. No	Names of KMP	Designation	DIN/PAN
1.	Mr. Rupesh J. Mehta	Managing Director	01474523
2.	Mr. Nikesh J. Mehta	Whole-Time Director(WTD) and Chief Executive Officer(C EO)	01603779
3.	Mr. Rajnikant Raja	CFO	ADEPR7853H
5.	Mr Kishor Kikani	CS	AVXPK4815H

Board at their meeting held on 5th August, 2022 has re-appointed Mr. Rupesh J. Mehta (DIN: 01474523), Managing Director and Mr. Nikesh J. Mehta (DIN: 01603779), Whole Time Director of the Company for a period of 3 (three) years effective from October 1, 2022 to September 30, 2025 and which was approved by shareholders at their AGM held on 27.09.2022.

Change in KMP during the year

During the year under review, there is no change in the KMP of the Company:

ii. Independent Directors

Following are the Independent Directors of the Company and during the year under review there has been no change in the Independent Directors of the Company:

1) Mr. Maulik R. Mokariya [DIN: 05310868],

2) Mr. Rajubhai R. Bhanderi [DIN: 07986563] and

3) Mr. Deven J. Doshi [DIN: 07994505]

Aforesaid all the Independent Directors were reappointed at 19^th annual general meeting held on 27.09.2022 for a period of five (5) years for 2nd term from November 17, 2022 to November 16, 2027.

iii. Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and as per Regulation 16(1)(b) and Regulation 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations") at the first meeting of the Board of financial year. In Furtherance, Company has also received confirmation that that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. There has been no change in the circumstances affecting their status as independent directors of the Company.

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

iv. Board Meeting

Five meetings of the Board of Directors were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. For details of meetings of the Board, please refer below table:

Board of Directors	Rupesh J. Mehta	Nikesh J. Mehta	Riya R. Mehta	Maulik R. Mokariya	Rajubhai R. Bhanderi	Deven J. Doshi
Meeting Date/ Designation	Managing Director	Whole -Time Director	Non-Executive & Woman Director	Independent Director	Independent Director	Independent Director
28.05.2022	YES	YES	YES	YES	YES	YES
05.08.2022	YES	YES	YES	YES	YES	YES
26.09.2022	YES	YES	YES	YES	YES	YES
10.11.2022	YES	YES	YES	YES	YES	YES
11.02.2023	YES	YES	YES	YES	YES	YES

During FY 2022-23, two resolutions were passed by circulation on 18^th April, 2022 and 9^th September, 2022. Meetings of the Independent Directors were held on 11/02/2023. The Independent Directors, inter-alia, reviewed the performance of Chairman of the Company and Board of Directors.

v. Committees of the Board

There are 4 Board Committees as on March 31, 2023 that have been formed, considering the needs of the Company, details of which are as follows;

Audit Committee Meeting	Rupesh J. Mehta	Rajubhai R. Bhanderi	Deven J. Doshi
Audit Committee Meeting	Managing Director	Independent Director	Independent Director
Date/Designation	Member	Chairperson	Member
28.05.2022	YES	YES	YES
05.08.2022	YES	YES	YES
26.09.2022	YES	YES	YES
10.11.2022	YES	YES	YES
11.02.2023	YES	YES	YES
Stakeholdersâ Relationship Committee (SRC) Meeting	Rupesh J. Mehta	Nikesh J. Mehta	Rajubhai R. Bhanderi
Stakeholdersâ Relationship Committee (SRC) Meeting	Managing Director	Whole-Time Director	Independent Director
Date/Designation	Member	Member	Chairperson
11.02.2023	YES	YES	YES
Nomination Remuneration Committee (NRC) Meeting	Rajubhai R. Bhanderi	Deven J. Doshi	Riya R. Mehta
Nomination Remuneration Committee (NRC) Meeting	Independent Director	Independent Director	Non -Executive Director
Date/Designation	Chairperson	Member	Member
05.08.2022	YES	YES	YES
Corporate Social Responsibility Committee Meeting	Rupesh J. Mehta	Nikesh J. Mehta	Rajubhai R. Bhanderi
Corporate Social Responsibility Committee Meeting	Managing Director	Whole-Time Director	Independent Director
Date/Designation	Member	Member	Chairperson
05.08.2022	YES	YES	YES

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

vii. Company''s Policy on Directors'' Appointment and Remuneration

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

Nomination and Remuneration policy is placed on the website of the Company at https://macpowercnc.com/albums/investor doc/NominationandRemunerationpolicy.pdf

viii. Board Evaluation

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

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

ix. Remuneration of Directors and Employees

Details of Remuneration of Executive Directors for the year ended on March 31,2023:

Name of Directo r

Designation

Amount of Remuneration

Mr. Rupesh J. Mehta

Managing Director

*36,00,000

Mr. Nikesh J. Mehta

Whole-Time

Director

*24,00,000

Mr. Rupesh J. Mehta having monthly remuneration (gross salary) of Rs. 3,00,000/- till 30^thSeptember, 2022 and thereafter professional/Management Consultancy Fee of Rs. 3,00,000/- plus 18% GST with effect from 01st October, 2022 and Mr. Nikesh J. Mehta having monthly remuneration (gross salary) of Rs. 2,00,000/- till 30^th September, 2022 and thereafter professional/Management Consultancy Fee of Rs. 2,00,000/- plus 18% GST with effect from 01st October, 2022.

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

Particulars of employees:

Disclosure pertaining to remuneration and other details as required under the Act read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provisions of Section - 197(12) of the Act read with Rule 5 is attached with this report as Annexure - 1.

c. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act, 2013, Your directors confirm, to the best of their knowledge and belief:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(e) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively;

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

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

âInternal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

The Company''s internal control procedure, which includes internal financial controls, ensures compliance with various policies, practices and statutes keeping in view the organization''s pace of growth and increasing complexity of operations. The Internal Auditors carry out extensive audits throughout the year across all functional areas and submit their reports to the Audit Committee. The said Reports have not included any observation of any serious lapses in the system during the year under review.

Based on its evaluation [as defined in section 177 of Companies Act 2013 and Clause 18 of SEBI Regulations 2015], our audit committee has concluded that, as of March 31, 2023 our internal financial controls were adequate and operating effectively.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Your company has no holding/subsidiary/associate company. So, disclosure in AOC-1 required under section 129 of the Act is not applicable to your company.

DETAILS OF DEPOSITS

Your company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance Sheet.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not made any transaction that was falling under the ambit of section-186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has entered into transaction with Related Parties at Arm''s Length Basis. Particulars of contracts or arrangements with related parties referred to section - 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure - 2 to the Board''s Report.

Your Company is falling under the ambit of Section 135 of the Companies Act, 2013 i.e. Corporate Social Responsibility. During the year 2022-23, company has spent total amount of Rs.19.52 Lacs as CSR expenditure.

The brief outline of the Corporate Social Responsibilities [CSR] policy of the Company and the initiatives undertaken by your company on CSR activity during the year under review are set out in Annexure -3 of this report in the format prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 i.e. Annual Report on CSR Activities. The CSR policy is available on the website of the company at https://macpowercnc.com/albums/investor doc/CorporateSocialResponsibilitvpolicv.pdf

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior and to report instances of leak of unpublished price sensitive information. No person has been denied access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company at https://www.macpowercnc.com/albums/investor doc/VigilMechanismorWhistleBlowerpolicy.pdf

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

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

During the year under review, there are no significant or material orders passed by the Regulators/Courts/Tribunals that could impact the going concern status of the company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or no proceeding pending under the insolvency and bankruptcy code, 2016.

AUDITORS AND AUDITORSâ REPORT

The Details of the Auditors of the Company are as stated below:

Name of Auditor	Type of Auditor	FY 22-23	FY 23-24
M/s. S.C. Makhecha & Associates (FRN: 120184W)	Statutory Auditor, Rajkot	Appointed in 15^th AGM [i.e. AGM for 2017-18] for consecutive term of 5 years from 15^th Annual General Meeting till the Conclusion of 20^th AGM (i.e. F.Y2022-23.)	The Board has recommended for reappointment at this 20^thAGM for a 2^nd term of 5 Consecutive years i.e. till the conclusion of AGM pertaining to financial year ending on 31st March, 2028.
M/s. K. P. Rachchh& Co. FCS: 5156	Statutory Auditor	Appointed to conduct Secretarial audit for FY 2022-23.	Re-appointed to conduct Secretarial audit for FY 2023-24
M/s. Borad Sanjay B & Associates	Cost Auditor	Appointed to conduct cost audit for FY 2022-23.	Re-appointed to conduct cost audit for FY 2023-24.
Mr. Vishal Kadia	Internal Auditor	Appointed to conduct Internal Audit for FY year 2022-23.	Mr. Vishal Kadia re-appointed to conduct Internal Auditor for FY 2023-24 however he ceased as an Internal Auditor after closure of working hours on 07th July, 2023 and thereafter Mr. Vishal B. Mehta appointed as an Internal Auditor w.e.f 8th July, 2023 to conduct Internal audit for FY 2023-24.

A. STATUTORY AUDITORS:

M/s. S. C. Makhecha & Associates, Chartered Accountants (FRN: 120184W) were Appointed in 15th AGM [i.e. AGM for 2017-18] for a term of 5 consecutive years from 15th Annual General Meeting till the Conclusion of 20th AGM (i.e. F.Y2022-23) and their 1st term will got expire after the conclusion of this ensuing 20th Annual General Meeting and accordingly, being eligible, the Board has recommended before the shareholders at this 20th Annual General Meeting for reappointment of M/s S. C. Makhecha & Associates as a statutory auditors of the Company for a 2nd term of 5 consecutive years from 20th AGM until the Conclusion of 25th AGM (i.e. from FY 2023-24 to F.Y 2027-28). They have given consent and confirmed that they are not disqualified from continuing as Auditors of the Company. Further, as required under SEBI (LODR) Regulations, 2015, they hold valid peer review certificate No. 015108. Necessary resolution for reappointment of Statutory Auditors of the Company forms part of the Notice of the ensuing Annual General Meeting.

The Auditors'' Report for the financial year ended March 31, 2023 does not contain any reservation, qualification or adverse remark. The notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

NO FRAUD REPORTING

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

B. SECRETARIAL AUDITORS:

The Secretarial Audit Report obtained pursuant to the provisions of Section 204 of the Act and Rules made there under, from M/s. K. P. Rachchh & Co., Practicing Company Secretaries for the FY 2022-23 is set out at ''Annexure- 5'' forming a part of this Report.

The Secretarial Auditors Report for the financial year ended March 31, 2023 is self-explanatory and does not call for any further clarifications.

Further, the Board of Directors at their meeting held on May 27, 2023 has re-appointed M/s. K. P. Rachchh & Co., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the FY-2023-24 under the Companies Act, 2013 and under regulation 24A of the SEBI (LODR) Regulations, 2015.

C. COST AUDITORS:

The Board has appointed M/s. Borad Sanjay B & Associates, Cost Accountants for conducting the audit of cost records of the Company for single segment for the financial year 2022-23 as recommended by the Audit Committee.

In furtherance, Company has re-appointed M/s. Borad Sanjay B & Associates, Cost Accountants for the year 2023-24 at a remuneration of Rs. 35,000/- and As required underSection-148 and Rule 14 of the Companies [Audit and Auditors] Rules, 2014, Necessary resolution for ratification of payment of remuneration to the said Cost Auditors forms part of the Notice of the ensuing Annual General Meeting

D. INTERNAL AUDITORS:

COMPLIANCE WITH SECRETARIAL STANDARDS

We, the Directors of the Company, hereby state the Company has complied all applicable Secretarial Standards to the applicable extend.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at https://www.macpowercnc.com/investor/annual-return.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

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

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

The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules thereunder. The said policy is uploaded on the website of the Company at https://macpowercnc.com/albums/investor doc/POLICYONSEXUALHARASSMENTATWORKPLACE.pdf

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

INSURANCE

The assets of the company including buildings, plant & machinery, stocks, etc. wherever necessary and to the extent required have been adequately insured against various risks.

SEGMENT REPORTING

HUMAN RESOURCE DEVELOPMENT

Your Company continued to focus on attracting new talent while investing in organic talent development to help employees acquire new skills, explore new roles and realize their potential.

The Company''s relation with human resource continued to be cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, Lock out or another issues related to Human Resources.

GENERAL

The Board of Directors confirms that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the FY23:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

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

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

ACKNOWLEDGMENTS

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

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

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

Mar 31, 2018

To,

The Members,

of the Company

The Directors have pleasure in presenting the 15^th Annual Report of the Company together with the Audited Financial Accounts for the year ended March 31, 2018.

FINANCIAL RESULT

(Rs.in Lakhs)

Particulars	2017-2018	2016-2017
Income from Operation and Other income	10,747.51	6,960.53
Profit/ (loss)Before Finance Cost, Depreciation &taxation	1198.32	203.08
Less:
Finance Cost	21.10	40.24
Depreciation & Amortization	102.28	66.19
Profit/ (Loss) Before Taxation	1074.94	96.66
Less:
Provision for Taxation	394.56	18.50
Deferred Tax Liability/(Asset)	(23.79)	(0.24)
Add/ Less: Prior Year Adjustment	----	â
Net Profit/(Loss) Available	704.18	78.40

REVIEW OF BUSINESS OPERATION AND FUTURE PROSPECTS

In the Financial year 2017-18, despite challenging business environment of the Industry as whole, Company has achieved growth momentum and in revenue as profitability. Overall Indian Machine Tools Industry has scored 25% growth in which our Company Macpower has recorded its growth of 54.41%.

From the Highlights of Financial Result, it can be seen that the sales of the Company has grown up. Company has revenue from Operation of Rs. 10694.3 Lacs in comparison to previous year of Rs. 6918.15 Lacs i.e. increased by 54.58% and Company has incurred profit before Tax of Rs. 1074.94 Lacs in comparison to previous year of Rs. 96.66 Lacs i.e. increased by 1012.01% and has incurred Profit after Tax of Rs. 704.18 Lacs in comparison to Profit of previous year of Rs. 78.40 Lacs i.e. increased by Rs. 798.19%.

For the Financial year 2018-19, Company is scouting the space for Tech Centre at Jaipur which has shown enormous business potential and have already zeroed on few locations to finalize it at earliest. Futuristic expansion plans for capacity enhancements, advanced assembly building machine shop machinery Measuring instruments are being procured. Company in on its way to increase revenue and profit in FY 2019 by boosting the production capacity of 800 machines from present 600 machines capacity. Further refining of assembly process, minimum material flow, by eliminating non value added activities and making substantial changes in parts design which will help to reduce the throughput cycle time without adding machinery and resources.

CONVERSION OF COMPANY TO PUBLIC LIMITED COMPANY

Company has been converted from MACPOWER CNC MACHINES PRIVATE LIMITED to MACPOWER CNC MACHINES LIMITED w.e.f November 16, 2017 and Board of Directors of the Company is very happy to share that on March 22, 2018 Company got listed on NSE -SME Emerge.

EQUITY INFUSION

Company has increased Authorised share Capital from Rs.60,00,000 (Rupees Sixty Lacs) to Rs. 10,00,00,000 (Rupees Ten Croresjby passing ordinary resolution at Annual General Meeting convened on September 21, 2017 and has also increase paid up share capital as follows:

- 1,20,00 Equity shares by way of Right Issue allotted on 29/09/2017

- 60,48,000 Equity Shares by way of Bonus Shares allotted on 17/11/2017

- 4,25,000 Equity Shares by way of Private Placement allotted on 27/02/2018

- 26,15,000 Equity Shares by way of Public Issue which includes 7,14,000 Equity Shares issued to Anchor Investor

By this allotment, Paid-Up Capital of the Company increased from Rs. 60,00,000/- (Rupees Sixty Lacs) to Rs. 980,80,000/- (Rupees Nine Crores Eighty Lacs Eighty Thousand).

DIVIDEND

Your Board of Directors has recommended the Final Dividend of Re. 1/- per equity share having face value of Re. 10/- each (i.e. 10% of face value) for the financial year ended March 31, 2018. This Final Dividend is subject to the approval of Shareholders in the 15^thAnnual General Meeting. As per approval of Shareholders, Dividend shall be paid to Equity Shareholders except to those who have waived entitlement to dividend, subject to approval of Shareholders at this ensuing 15^th Annual General Meeting for Alteration of Articles of Association of the Company for addition of article which gives right to shareholders including Promoter and Promoter group to waive off their entitlement to a dividend.

TRANSFER TO GENERAL RESERVE

No amount has been transferred to General Reserve for the financial year ended March 31, 2018.

HOLDING/SUBSIDIARY/ASSOCIATE

The Company has no Holding, Subsidiary and Associate Company.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There are no significant or material orders passed by the Regulators/ Courts/ Tribunals that could impact the going concern status of the Company and its future operations.

DEPOSITS

Company has not accepted any deposits and as such no amount of Principal or Interest was outstanding as of the Balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not made any transaction forming part of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

Company has entered into transaction with Related Parties at Armâs Length Basis. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 2 to the Boardâs report.

INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has a well-established and comprehensive internal control system. Documents, policies and authorization guidelines comply with the level of responsibility and standard operating procedures specific to the respective businesses. The system of internal control is being improved to ensure that all assets are safe and protected against loss from unauthorized use or disposition, and that all transactions are authorized, recorded and reported correctly. The Company regularly conducts internal check, using external and internal resources to monitor the effectiveness of internal control in the organization. It strictly adheres to corporate policy with respect to financial reporting and budgeting functions. The Audit Committee of the Board of Directors deals with significant control and instructs further areas to be covered. The Company has also appointed internal auditor as on May 25, 2018 and who will deal with Internal Control Systems and their adequacy.

INSURANCE

The assets of the company including buildings, plant & machinery, stocks, etc. wherever necessary and to the extent required have been adequately insured against various risk.

SEGMENT REPORTING

The Company is engaged in the business of manufacturing of CNC Turning Centers, Vertical Machining Centers, Horizontal Machining Centers, Cylindrical Grinder, Vertical Turret Lathe, Turn Mill Centers, Drill Tap Center, Twin Spindle VMC and also MultiTasking 5-axis along with sub spindle. Considering the nature of the Business and Financial Reporting of the Company, the segment reporting is not applicable to company.

INDUSTRIAL RELATIONS & HUMAN RESOURCES

The strength of the Company is human resources; Company treats its all manpower as valuable assets and believes that growth of the company is possible through entire workforce working in the company. The Companyâs relation with human resource continued to be cordial during the year under review. The Board wishes to take place on record its appreciation for the valuable services rendered by its entire workforce. During the year there was no instance of Strike, Lock out or another issues related to Human Resources.

POLICY ON PREVENTION OF SEXUAL HARASSMENT WOMAN AT WORKPLACE

The Company has in place a policy on Prevention of Sexual Harassment of Woman at Workplace. During the year, no complaints were received by the Company. Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companies premises through various interventions and practices. The policy on prevention of sexual harassment is placed on the website of the company at http: / /www.macpowercnc.com- Investor Forum -Policies.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof are provided in the Annual Report. Particulars of Employees in terms of the provisions of Section 197(12) of the Act read with Rule 5is attached with this report as Annexure 3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report is presented herewith as Annexure 7. NUMBER OF MEETINGS OF THE BOARDAND COMPOSITION:

The Board has met 15(Fifteen) times during the financial year, details of which are as under:

Name of Directors	Rupesh J. Mehta	Riya R. Mehta	Nikesh J. Mehta	Maulik R. Mokariya	Rajendra R. Bhanderi	Deven J. Doshi
Designation as on 3103-2018	Managing Director	Non- Executive Director	Whole Time Director	Additional Independent Director	Additional Independent Director	Additional Independent Director
Date of Boarc (Y/N/NA) (NA	Meeting & Attendance of meeting l: as the Directors were appointed on 17-11-2017)
08/04/2017	Y	Y	Y	NA	NA	NA
31/07/2017	Y	Y	Y	NA	NA	NA
21/08/2017	Y	Y	Y	NA	NA	NA
21/09/2017	Y	Y	Y	NA	NA	NA
26/09/2017	Y	Y	Y	NA	NA	NA
29/09/2017	Y	Y	Y	NA	NA	NA
10/10/2017	Y	Y	Y	NA	NA	NA
17/11/2017	Y	Y	Y	NA	NA	NA
01/12/2017	Y	Y	Y	Y	Y	N
11/12/2017	Y	Y	Y	Y	Y	Y
02/02/2018	Y	Y	Y	Y	Y	Y
27/02/2018	Y	Y	Y	Y	Y	Y
09/03/2018	Y	Y	Y	Y	Y	Y
16/03/2018	Y	Y	Y	N	Y	Y
20/03/2018	Y	Y	Y	N	Y	Y

DIRECTORS

Mr. Maulik R. Mokariya [DIN:05310868], Mr. Rajendrabhai R. Bhanderi [DIN:07986563] and Mr. Deven J. Doshi [DIN: 07994505] were appointed on the Board of the Company as Additional Independent Director w.e.f. November 17, 2017 and their appointment to be â regularized in ensuing Annual General Meeting. Mr. Rupesh J Mehta, Managing Director of the Company retires at the ensuing Annual General Meeting pursuant to provision of section 152(6) of the Companies Act, 2013 and being eligible offer himself for reappointment. Brief profile of Director seeking appointment/re-appointment is disclosed in Annexure 1 to Boardâs Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013 that he meets with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, Directorsâ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 placed on the website of the Company at http:/ / www.macpowercnc.com- Investor Forum -Policies.

BOARD EVALUATION

COMMITTEES OF THE BOARD

As on 31^st March, 2018, the Company is having 3 (Three) Committees as mentioned below:

(1) AUDIT COMMITTEE: The Company has an adequately qualified Audit Committee constituted w.e.f December 01, 2017 in accordance with the provisions of section 177 of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE :

Mr. Rajendra R. Bhanderi - Non- executive Independent Director as Chairman, Mr. Rupesh J. Mehta - Executive Non-Independent Director and Mr. Deven J. Doshi - Non- executive Independent Director, as its members.

MEETING: During the period, Audit Committee has met 1 time on 09^th January, 2018 and all the Members have attended the said meeting. Ms Ekta Shukla, Company Secretary Acts as the Secretary to the Audit Committee and Mr. Rajnikant M. Raja, CFO has also attended the Meeting.

BRIEF TERMS OF REFERENCE:

1. Oversight of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

i. Matters required to be included in the Directorâs Responsibility Statement to be included in the Boardâs report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by management;

iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with listing and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions;

vii. Qualifications in the draft audit report;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditorâs independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors.

22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial information and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

(2) NOMINATION AND REMUNERATION COMMITTEE:

The Company has also constituted Nomination and Remuneration Committee w.e.f December 01, 2017 in accordance with the provision of section 178 of the Companies Act, 2013.

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE: Mr. Rajendra R. Bhanderi - Non- executive Independent Director as Chairman, Mrs. Riya R. Mehta -Non-executive Director and Mr. Deven J. Doshi - Non-executive Independent Director of the Company as the Members of the Committee.

MEETING: During the period, Committee has met 1 time on February 02, 2018 and all the Members have attended the said meeting. Ms Ekta Shukla, Company Secretary Acts as the Secretary to the Nomination and Remuneration Committee and Mr. Rajnikant M. Raja, CFO has also attended the Meeting.

BRIEF TERMS OF REFERENCE:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

b. Formulation of criteria for evaluation of independent directors and the Board;

c. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

d. Devising a policy on Board diversity; and

e. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

(3) STAKEHOLDERS RELATONSHIP COMMITTEE:

To consider and resolve the Grievances of Stakeholders, the Company has framed Stakeholders Relationship Committee in accordance with the provision of section 178 of the Companies Act, 2013 w.e.f December 01, 2017.

COMPOSITION OF STAKEHOLDERS RELATONSHIP COMMITTEE : Mrs. Riya R. Mehta - Non-executive Director as Chairperson, Mr. Rupesh J. Mehta - Executive Director and Mr. Nikesh J. Mehta - Executive Director of the Company as the Members of the Committee.

MEETING: During the period, Committee has met 1 time on March 26, 2018 and all the Members have attended the said meeting. Ms Ekta Shukla, Company Secretary Acts as the Secretary to the Stakeholder Relationship Committee and Mr. Rajnikant M. Raja, CFO has also attended the Meeting.

BRIEF TERMS OF REFERENCE:

i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

ii. Redressal of security holderâs / investorâs complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

iii. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

iv. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

v. Allotment and listing of shares;

vi. Reference to statutory and regulatory authorities regarding investor grievances; and

vii. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

viii. Any other power specifically assigned by the Board of Directors of the Company.

(4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company has also constituted Corporate Social Responsibility Committee w.e.f May 25, 2018 in accordance with the provision of section 135 of the Companies Act, 2013.

COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Mr. Rajendrabhai R. Bhanderi- Non- executive Independent Director as Chairman, Mr. Rupesh J. Mehta - Executive Director and Mr. Nikesh J. Mehta - Executive Director of the Company as the Members of the Committee.

BRIEF TERMS OF REFERENCE:

i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company in areas or subject, specified in Schedule VII;

ii. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

iii. Monitor the Corporate Social Responsibility Policy of the company from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(C) and 134(5) of the Companies Act, 2013,your directors confirm, to the best of their knowledge and belief:

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

(c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the Directors had prepared the annual accounts on a going concern basis; and

(e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. And

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

AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS

Pursuant to provision of section 139 of the Companies Act, 2013, Board hereby recommends to appoint M/s S. C. Makhecha & Associates [FRN: 120184W], Chartered Accountants as Statutory Auditors for a consecutive term of 5 years to hold office from the conclusion of this 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting for the financial year 2022-23.

STATUTORY AUDITORSâ REPORT

The observations of Auditors in their report read with the relevant notes to accounts in schedule are self-explanatory and do not require further explanation. There are no qualifications, reservations or adverse remarks made by M/s S. C. Makhecha & Associates, Chartered Accountants in their Audit Report.

SECRETARIAL AUDITOR

Pursuant to Provision of section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. K. P. Rachchh& Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18.

SECRETARIAL AUDITORSâ REPORT

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith to this Report. Secretarial Auditorsâ Report in the prescribed format i.e. MR-3 is attached in this report as Annexure 4.The observations of Secretarial Auditor in their report are self-explanatory and do not require further explanation.

STATEMENT FOR COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

We the Directors of the Company hereby states the Company has complied all applicable Secretarial Standards to the extend its applicable.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format i.e. MGT-9 is appended as Annexure S to the Boardâs report.

CORPORATE SOCIAL RESPONSIBILITY

Company has earned Profit before tax of Rs 10.75 Crores in the financial year ended on 31^st March, 2018. As the Profit before Tax is more than Rs. 5.00 Crores, section 135 of the Companies Act, 2013 related to Corporate Social Responsibility will be applicable from the year 2018-19 and accordingly Company has framed CSR Committee in pursuant to provision of section 135 of the Companies Act, 2013 and rule made thereunder. Company is looking forward towards the Corporate Social Responsibility and Board shall ensure that the company spends, at least two per cent of the average net profits of the company made during the three immediately preceding financial years in the year 2018-19 in pursuance of its Corporate Social Responsibility Policy.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

WHISTLE BLOWER POLICY /VIGIL MECHANISM

The Company has in place a whistleblower policy (vigil mechanism) to support the Code of Business Ethics. This policy documents the Companyâs commitment to maintain an open work environment in which employees, consultants and contractors are able to report instances of unethical or undesirable conduct, actual or suspected fraud or any violation of Companyâs Code of Business Ethics at a significantly senior level without fear of intimidation or retaliation. The said policy is placed on the website of the company at http://www.macpowercnc.com- Investor Forum -Policies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for the continued cooperation and devoted services rendered by their esteemed vendors and suppliers. The Directors takes this opportunity to express their sincere appreciation for the continued cooperation, guidance, support and assistance during the year under report by our Bankers of the Company including Government and Government agencies. The Board of Directors also wishes to express its appreciation for the efforts and contribution made by the employees at all levels during the year under report. Stakeholders support is also acknowledged by the Management of the Company.

Place: Metoda, Rajkot For and on behalf the Board of

Date: August 17, 2018 MACPOWER CNC MACHINES LIMITED

[Rupesh J. Mehta]

Chairman & Managing Director

DIN: 01474523

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Directors Report of Macpower CNC Machines Ltd.

CHANGE IN NATURE OF BUSINESS

TRANSFER TO RESERVE

DIVIDEND

MAJOR EVENTS OCCURRED DURING THE YEAR

DISPATCH OF MACHINES

MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS

REVISION OF FINANCIAL STATEMENTS

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

SHARE CAPITAL AND DEBT STRUCTURE

CREDIT RATING OF SECURITIES

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

v. Committees of the Board

vi. Companyâs Policy /Terms of Reference of committees

vii. Companyâs Policy on Directorsâ Appointment and Remuneration

viii. Board Evaluation

ix. Remuneration of Directors and Employees

Particulars of employees:

x. Directorsâ Responsibility Statement

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

DETAILS OF DEPOSITS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

CORPORATE SOCIAL RESPONSIBILITIES

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

VIGIL MECHANISM/WHISTLE BLOWER POLICY

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

AUDITORS AND AUDITORSâ REPORT

A. STATUTORY AUDITORS:

NO FRAUD REPORTING

B. SECRETARIAL AUDITORS:

C. COST AUDITORS:

D. INTERNAL AUDITORS:

COMPLIANCE WITH SECRETARIAL STANDARDS

ANNUAL RETURN

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

CORPORATE GOVERNANCE REPORT

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

INSURANCE

SEGMENT REPORTING

HUMAN RESOURCE DEVELOPMENT

GENERAL

ACKNOWLEDGMENTS

OVERVIEW OF OPERATIONS

CHANGE IN NATURE OF BUSINESS

TRANSFER TO RESERVE

DIVIDEND

MAJOR EVENTS OCCURRED DURING THE YEAR

DISPATCH OF MACHINES

MATERIAL CHANGES AND COMMITMENTS/KEY DEVLOPMENTS

REVISION OF FINANCIAL STATEMENTS

SHARE CAPITAL AND DEBT STRUCTURE

CREDIT RATING OF SECURITIES

INVESTOR EDUCATION AND PROTECTION FUND [IEPF]

MANAGEMENT

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMS:

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

DETAILS OF DEPOSITS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT

VIGIL MECHANISM/WHISTLE BLOWER POLICY

MATERIAL ORDERS OF JUDICIAL BODIES /REGULATORS

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

AUDITORS AND AUDITORSâ REPORT

COMPLIANCE WITH SECRETARIAL STANDARDS

ANNUAL RETURN

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

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

INSURANCE

SEGMENT REPORTING

HUMAN RESOURCE DEVELOPMENT

GENERAL

ACKNOWLEDGMENTS

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vi. Companyâs Policy /Terms of Reference of committees

vii. Companyâs Policy on Directorsâ Appointment and Remuneration

x. Directorsâ Responsibility Statement

AUDITORS AND AUDITORSâ REPORT

AUDITORS AND AUDITORSâ REPORT