Directors Report of M K Proteins Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the Company’s 13 th Annual Report together with the
Audited Statement of Accounts for the year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

Particulars	For the year ended on 31.03.2025 (Standalone)	For the year ended on 31.03.2024 (Standalone)
T otal Income	26818.26	24601.77
Total Expenditure	25708.33	23107.65
Profit Before Depreciation and Tax	1180.27	1599.82
Less: Depreciation	35.17	52.85
Profit/(Loss) Before Tax	1145.10	1546.97
Less : Provision for Taxes	301.86	417.73
Less : Deferred Tax	3.50	8.05
Profit/(Loss) for the Period from continuing operations	839.74	1121.19
Profit/(Loss) for the period from Discontinuing operations before tax	0.00	0.00
Tax expenses of Discontinuing operations	0.00	0.00
Profit/(Loss) from Discontinuing operations (After Tax)	0.00	0.00
Profit/(Loss) for the period	839.74	1121.19
Other Comprehensive Income net of taxes
(i) Amount of items that will not be reclassified to profit and loss	(1.51)	(0.55)
(ii) Income Tax relating to items that will not be reclassified to profit and loss	(0.38)	(0.14)
(i) Amount of items that will be reclassified to profit and loss	0.00	0.00
(ii) Income Tax relating to items that will be reclassified to profit and loss	0.00	0.00
Sub- Total	(1.13)	(0.41)
Total comprehensive Income for the Period	838.61	1120.78
Earnings per share
Earnings per Equity Share for continuing operations
Basic earnings/(Loss) per share from continuing operations	0.22	0.30
Diluted earning/(Loss) per share from continuing operations	0.22	0.30
Earnings per Equity Share for discontinuing operations	0.00	0.00

Basic earning/(Loss) per share from discontinuing operations	0.00	0.00
Diluted earning/(Loss) per share from discontinuing operations	0.00	0.00
Earnings per Equity Share
Basic earning/(Loss) per share from continuing and discontinuing operations	0.22	0.30
Diluted earnings/(Loss) per share from continuing and discontinuing operations	0.22	0.30

2. COMPANY''S PERFORMANCE

During the year ended 31st March 2025, Operational Revenue including other income was Rs. 26818.26
Lakhs, Profit Before Tax was Rs. 1145.10 Lakhs as against Operational Revenue of Rs. 24601.77 Lakhs
and Profit Before Tax of Rs. 1546.97 Lakhs during the previous year ended 31^st March 2024. Net Profit
for the financial year ended March 31, 2025 was Rs. 838.61 Lakhs as against Rs. 1120.78 Lakhs in previous
year.

A detailed analysis on the operations of the Company during the year under review and outlook for the
current year is included in the Management Discussion and Analysis Report forming an integral part of
this Annual Report.

There has been no change in the nature of the business of the Company during Financial Year 2024-25.

3. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores Only). The Paid
up Equity Share Capital of the Company is Rs. 37,53,72,000/- divided into 37,53,72,000 Equity Shares of
Re. 1/- each.

During the period under review, there was no change in the share capital of the Company.

4. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Company has in place the Dividend Distribution Policy for the purpose of declaration and payment
of dividend in accordance with the provisions of the Companies Act, 2013 (the “Act”) and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
“Listing Regulations”). Dividend Distribution Policy is available at the website of the Company at
https://www.mkproteins.in/company-policy.html

Your Directors have not recommended dividend for the financial year ended March 31, 2025.

5. RESERVES

The Board has decided not to transfer any amount to the General Reserve during the year under review.
Surplus of Rs. 838.61 Lakhs is to be retained in Profit & Loss Account.

6. SUBSIDIARY AND ASSOCIATES ENTITIES:

As on March 31, 2025, your Company has no Subsidiary Company, Associate or Joint Venture.

7. BOARD OF DIRECTORS

As on 31^st March 2025, the Board consists of Mr. Parmod Kumar as Managing Director, Mr. Vinod Kumar
as Whole-Time Director, Mr. Parvind Kumar and Mr. Raj Kumar are Non-executive Non-Independent
Directors. Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mrs. Swati Gupta were
Independent Directors of the Company.

Changes in Directors between the End of Financial Year and Date of the Board Report: Ms. Swati
Gupta (DIN: 09652245) resigned from the post of Independent Director of the Company with effect from
13^th August, 2025. The Company had received confirmation from Ms. Swati Gupta (DIN: 09652245) that
there are no material reasons for her resignation other than those, mentioned in her resignation letter
dated 13 ^th August, 2025.

Directors proposed to be appointed / re- appointed at the ensuing Annual General Meeting:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (''the Act''), and the
Company''s Articles of Association, Mr. Parvind Kumar retires by rotation and being eligible has offered
himself for re-appointment.

On the recommendation of the Nomination and Remuneration Committee, in accordance with the
provisions of Section 161 of the Companies Act, 2013, (the Act), read with the Articles of Association of
the Company, the Board of Directors of the Company appointed Mr. Deepak Khetarpal (DIN: 00732804)
as an Additional Independent Director with effect from 23^rd August 2025. Further on the
recommendations given by the Nomination and Remuneration Committee and subject to approval of the
shareholder in ensuing Annual General Meeting the Board of Director in its meeting held on 23^rd August
2025 proposed to appoint Mr. Deepak Khetarpal (DIN: 00732804) as an Independent Director of the
Company, for first term of five (5) consecutive years with effect from 23^rd August 2025 and he shall not
be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013.

8. INDEPENDENT DIRECTORS

As on 31^st March 2025, Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mrs. Swati Gupta
were Independent Directors of the Company.

Ms. Swati Gupta resigned on 13^th August 2025 and Mr. Deepak Khetarpal was appointed as Independent
Director on 23^rd August 2025.

The Company has received declaration of Independence from all the Independent Directors as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence
under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of SEBI (LODR)
Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the said conditions of
Independence. The Independent Directors have also confirmed that they have complied with the
Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the

Board has identified core skills, expertise and competencies of the Directors in the context of the
Company’s business for effective functioning, which are detailed in the Corporate Governance Report.

In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise,
proficiency and qualifications.

9. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committee
and individual Directors pursuant to provision of the Act and the corporate governance requirement as
prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement)
Regulation, 2015.The performance of the board was evaluated by the board after taking inputs from all
the Directors on the basis of criteria such as the Board Composition and structure, effectiveness of board
process, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India.

A structured questionnaire was prepared after taking into consideration various aspects of Board’s
functioning like composition of the Board and its Committees, Board culture, performance of specific
duties and obligations keeping in view applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation process includes
various aspects to determine the performance of Directors of the Company. The basis for this evaluation
include fulfillment of independence criteria, qualifications, knowledge, level of engagement and
contribution, skills and experience in the respective fields, honesty, integrity, ethical behavior and
leadership, independence of judgment, attendance at the meetings, understanding the business,
regulatory, competitive and social environment, understanding strategic issues and challenges etc. The
Board of Directors expressed their satisfaction over the evaluation process.

In a separate meeting of Independent Directors which was held on March 15, 2025, performance of non¬
independent and the board as whole was evaluated, taking into account the views of executive directors
and non-executive directors. Performance evaluation of Independent Director was done by the entire
board, excluding the independent director being evaluated.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge, hereby
confirm that:

(i) In the preparation of Annual Accounts and Financial Statements for the year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanations
relating to material departures, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made
judgment 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 and loss of
the company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provision of this act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the Annual Accounts on a Going Concern Basis.

(v) The Directors have laid down internal financial control to be followed by the company and
that such internal financial control is adequate and were operating effectively.

(vi) 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.

11. MEETINGS OF BOARD OF DIRECTORS

The Board met 7 (Seven) times during the year. The details about the board meeting and the attendance
of the directors are provided in Corporate Governance Report.

12. BOARD COMMITTEES

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board
such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee
and Risk Management Committee.

The details of composition and terms of reference of these Committees are mentioned in the Corporate
Governance Report.

13. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a “Board Diversity Policy”
which sets out the approach to diversity.

14. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Company has 4 (Four) Key Managerial Personnel
viz. Mr. Parmod Kumar, Managing Director, Mr. Vinod Kumar, Whole Time Director, Ms. Neha Aggarwal
as Company Secretary & Compliance Officer, Mr. Vinod Kumar as Chief Financial Officer of the Company.

15. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the
Financial Year ended 31 March, 2025 in Form MGT-7 is uploaded on the website of the Company and can
be accessed at www.mkproteins.in.

16. STATUTORY AUDITOR

M/s. KRA & Co., Chartered Accountants (FRN: 020266N), were appointed statutory auditor of the Company
by the members at the 12^th Annual General Meeting held on September 30, 2024 for 5 (Five) year from
the conclusion 12^th AGM till the conclusion of 17^th AGM to be held in calendar year 2029, on a
remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. KRA & Co., Chartered Accountants (FRN: 020266N), resigned from the office of Statutory Auditor vide
their letter dated August 5, 2025, before completion of their term. Their resignation has caused a casual
vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and
casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking
consent of the members.

Accordingly, the Board at its meeting held on August 12, 2025, on recommendations of Audit Committee
had appointed M/s. Subhash Sajal & Associates, Chartered Accountants (FRN: 018178N) to fill up the
causal vacancy created on account of resignation by M/s. KRA & Co., Chartered Accountants (FRN:
020266N), subject to approval by the shareholders at the ensuing Annual General Meeting.

Further, The Board of Directors of the Company at its meeting held on August 12, 2025, on
recommendations of Audit Committee have also appointed M/s. Subhash Sajal & Associates, Chartered
Accountants (FRN: 018178N) subject to approval of shareholders at ensuing Annual General Meeting, to
hold office from the conclusion of 13 ^th Annual General Meeting till the conclusion of 18^th Annual General
Meeting.

Your Company has received a letter from M/s. Subhash Sajal & Associates, Chartered Accountants
(communicating their eligibility and consent to accept the office, if appointed, to act as a Statutory Auditor
of the Company in place of M/s. KRA & Co, Chartered Accountants with a confirmation that, their
appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

The Statutory Auditors’ Report issued by M/s. KRA & Co., Chartered Accountants (FRN: 020266N), forms
part of the Annual Report. There is no audit qualification, reservation, or adverse remark for the year
under review.

17. SECRETARIAL AUDITORS

In terms of section 204 of the Act read with Regulation 24A(1) of SEBI (LODR) Regulations, and based on
the recommendation of the Audit Committee, the Board of Directors have approved and recommends the
appointment of M/s. J P Jagdev & Co., (M. No. F2469, C.P. No. 2056) a peer reviewed Sole Proprietorship
firm of Practicing Company Secretaries as the Secretarial Auditors of the Company at the ensuing AGM for
a term of 5 (five) consecutive years commencing from the conclusion of this 13^th (Thirteenth) Annual
General Meeting until the conclusion of 18th (Eighteenth) Annual General Meeting to be held in the year
2030.

The Secretarial audit report for the financial year ended March 31, 2025 is annexed to this Report as
Annexure-2 which is self-explanatory.

18. COST AUDITORS

M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), were the Cost Auditors of the
Company for FY 2024-25.

Based on the recommendation of the Audit Committee, of M/s K. K. Sinha & Associates, Cost Accountants
(Firm Regn. No. 100279), being eligible, have also been appointed by the Board as the Cost Auditors for
FY 2025-26 subject to Members’ approval. The Company has received a letter from them to the effect that
their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies
Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141
of the Companies Act, 2013. The remuneration to be paid to of M/s K. K. Sinha & Associates, for FY 2025¬
26 is subject to ratification of the shareholders at the ensuing AGM.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the
Companies Act, 2013 are made and maintained by the Company.

19. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on meetings of Board of Directors and on General
Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the
Companies Act, 2013.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays
down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non¬
executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior
Management and other employees. The policy also provides the criteria for determining qualifications,
positive attributes and Independence of Director and criteria for appointment of Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The
details of this policy are available on the website of the Company at mkproteins.in.

22. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that system of Internal
Financial Control is commensurate with the size and nature of the Company’s business. The evaluation of
these internal financial controls were done through internal audit process, established within the
Company and through appointing professional firm to carry out such tests by way of systematic internal
audit program. Based on the review of the reported evaluations, the directors confirms that the financial
statement for the year ended March 31, 2025, are in accordance with the applicable accounting standards.

23. RISK MANAGEMENT

The Company has established a robust Risk Management system to identify & assess the key risks and
ensure smooth and efficient operations of the business. Your company is well aware of these risks and
challenges and has put in place mechanism to ensure that they are managed and mitigate with adequate
timely actions. The audit committee reviews business risk area covering operational, financial, strategic
and regulatory risks.

24. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same operated
throughout the year for all relevant transactions recorded in the software. Further, there were no
instances of audit trail feature being tampered with.

25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act, 2013 and
accordingly the provisions of said section do not apply.

26. RELATED PARTY TRANSACTIONS

The Company has complied with the provisions of sectionn188(1) of the Act in dealing with related party
transactions. The information on transactions with related parties pursuant to section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is annexed
as Annexure - I. Reference is also made to note no. 36 of the Standalone Financial Statements.

27. PARTICULARS OF EMPLOYEE

During the year under review, your Company has not employed any person who was in receipt of
remuneration in excess of the limits specified under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the Corporate Governance Report.

However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders
excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the said
information, may write to the Company Secretary at the Registered Office/ Corporate Office of the
Company and the said information is open for inspection at the Registered Office of the Company.

28. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggest asset. The Company is continued to
organize various inbound and outbound training programs, recreation and team building activities to
enhance employee skills and motivation. Company also conducted various workshops and events for
grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements.

29. DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act
during FY25 and as such, no amount on account of principal or interest on deposits from the public was
outstanding as on the date of the balance sheet.

30. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social
Responsibility (CSR) is are applicable to the company during the year under review. The details of CSR
expenditure are mentioned in Annexure -5.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not given loan to any company during the year. The company has not given any loan
and advances in the nature of loans or stood guarantee, or provided security to any other entity during
the year.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The
Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of
woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaint receive regarding sexual harassment. In Financial
Year 2024-25, there were no complaints were received from any of the employee.

In compliance with the General Circular No. G.S.R. 357(E) dated May 30, 2025 issued by the Ministry of
Corporate Affairs, the details of the complaints received during the Financial Year 2024-25 by the
Company are as follows:

i. Number of Complaints received during the financial year - NIL

ii. Number of complaints resolved/disposed of during the financial year- NIL

iii. Number of cases pending resolution for more than 90 days - NIL

33. WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its Directors
and employees, to report concern about unethical behavior, actual or suspected fraud or violation of the
Company’s code of conduct or ethics policy. The mechanism provides adequate safeguards against
victimization of persons who use this mechanism. During the financial year 2024-25 no cases under this
mechanism were reported to the Company.

34. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 forms an integral part of this report and is annexed as Annexure-3.

A certificate from Mr. Jai Prakash Jagdev, Practicing Company Secretary regarding compliance on
conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report
on Corporate Governance.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report for Financial Year 2024- 25 for all applicable compliance as
per SEBI Regulations and Circulars/ Guidelines issued thereunder has been duly obtained by the
Company. The Annual Secretarial Compliance Report issued by Mr. Jai Prakash Jagdev, Practicing
Company Secretary, has been submitted to the Stock Exchanges within 60 days of the end of the financial
year.

36. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 is Annexed as
Annexure-4.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation of energy. The Company shall
explore alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its
services and products.

C. Foreign Exchange Earnings and Outgo:

Particulars	Current Year	Previous Year

Foreign Exchange Outgo	0.00	Rs. 676.52
Foreign Exchange Earned	0.00	0.00

38. MATERIAL CHANGES AND COMMITMENTS

There were no other material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial
statements relates and the date of the Report.

39. SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BY THE REGULATORS OR COURTS
AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going
concern status and Company’s operations in future.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF -

The company has not made any such valuation during Financial Year 2024-25.

41. FRAUD

The Company did not note or encountered any incidence or indication for existence of fraudulent
activities in Company during the financial year 01/04/2024 to 31/03/2025.

42. COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended,
including ensuring appropriate leave, benefits, and workplace facilities for women employees in
accordance with applicable laws.

43. ACKNOWLEDGMENT

The Board of Directors expresses their thanks to the Company’s customers, shareholders, vendors and
bankers for their support to the company during the year. We also express our sincere appreciation for
the contribution made by our employees at all levels. Our consistent growth was made possible by their
Hard work, cooperation and support.

Your Directors would like to make a special mention of the support extended by the various departments
of the Central and State Governments, the Direct and Indirect tax authorities, the Ministry of Commerce,
the Reserve Bank of India, Ministry of Corporate Affairs/Registrar of Companies, SEBI, the Stock
Exchanges and others and look forward to their support in all future endeavours.

For and on behalf of the Board of Directors

Sd/- Sd/-

Parmod Kumar Vinod Kumar

Date: 23.08.2025 Managing Director Whole-time Director

Place: Ambala DIN: 00126965 DIN: 00150507

---

Mar 31, 2024

The Board of Directors is pleased to present the Company’s 12 th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

Particulars	For the year ended on 31.03.2024 (Standalone)	For the year ended on 31.03.2023 (Standalone)
Total Income	24601.7r	7 31541.35
Total Expenditure	23001.91	5 29960.35
Profit Before Depreciation and Tax	1599.81	2 1581
Less: Depreciation	52.81	5 82.02
Profit/(Loss) Before Tax	1546.9r	7 1498.98
Less : Provision for Taxes	417.71	3 399.52
Less : Deferred Tax	8.01	3 6.00
Profit/(Loss) for the Period from continuin operations	l 1121.1	1 1093.46
Profit/(Loss) for the period from Discontinuing operations before tax	0.00	0.00
Tax expenses of Discontinuing operations	0.00	0.00
Profit/(Loss) from Discontinuing operations (After Tax)	0.00	0.00
Profit/(Loss) for the period	1121.19	1093.46
Other Comprehensive Income net of taxes
(i) Amount of items that will not be reclassified to profit and loss	(0.55)	0.79
(ii) Income Tax relating to items that will not be reclassified to profit and loss	(0.14)	0.20
(i) Amount of items that will be reclassified to profit and loss	0.00	0.00
(ii) Income Tax relating to items that will be reclassified to profit and loss	0.00	0.00
Sub- T otal	(0.41)	0.59
Total comprehensive Income for the Period	1120.78	1094.05
Earnings per share
Earnings per Equity Share for continuing operations
Basic earnings/(Loss) per share from continuing operations	0.30	0.29
Diluted earning/(Loss) per share from continuing operations	0.30	0.29
Earnings per Equity Share for discontinuing operations

Basic earning/(Loss) per share from discontinuing operations	0.00	0.00
Diluted earning/(Loss) per share from discontinuing operations	0.00	0.00
Earnings per Equity Share
Basic earning/(Loss) per share from continuing and discontinuing operations	0.30	0.29
Diluted earnings/(Loss) per share from continuing and discontinuing operations	0.30	0.29

2. COMPANY''S PERFORMANCE

During the year ended 31st March 2024, Operational Revenue including other income was Rs. 24601.77 Lakhs and Profit Before Tax was Rs. 1546.97 Lakhs as against Operational Revenue of Rs. 31541.35 Lakhs and Profit Before Tax of Rs. 1498.98 during the previous year ended 31^st March 2023. While Net Profit for the financial year ended March 31, 2024 was Rs. 1120.78 Lakhs as against Rs. 1094.05 Lakhs in previous year.

Your Company is taking several remedial steps to meet the challenges viz. measures in saving cost at all front of operations, optimize use of available resources etc.

A detailed analysis on the operations of the Company during the year under review and outlook for the current year is included in the Management Discussion and Analysis Report forming an integral part of this Annual Report.

3. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 40,00,00,000/- (Rupees Forty Crores Only). The Paid up Equity Share Capital of the Company is Rs. 37,53,72,000/- divided into 37,53,72,000 Equity Shares of Re. 1/- each.

During the year under review, the Company issued 25,02,48,000 Equity Shares as Bonus shares in the ratio of 2:1 i.e. 2 Equity Shares for one equity share held.

As on 31 March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

4. DIVIDEND

Your Directors have not recommended dividend for the financial year ended March 31, 2024.

5. RESERVES

The Board has decided not to transfer any amount to the General Reserve during the year under review. Surplus of Rs. 1120.78 Lakhs is to be retained in Profit & Loss Account.

6. SUBSIDIARY AND ASSOCIATES ENTITIES:

As on March 31, 2024, your Company has no Subsidiary Company, Associate or Joint Venture.

7. BOARD OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 (''the Act''), and the Company''s Articles of Association, Mr. Raj Kumar retires by rotation and being eligible has offered himself for re-appointment.

Mr. Tej Mohan Singh and Mrs. Shipra Jain were appointed as Non-Executive Independent Directors of the Company by the Board at the Board Meeting dated May 05, 2023 for a period of five years. Their appointment was approved by the Members at the EGM held on August 04, 2023. Mrs. Swati Gupta was appointed as Non-Executive Independent Director in Board Meeting held on September 05, 2023 for a period of five years and (2). Her appointment was approved by the Members in AGM held on 29/09/2023.

Mr. Chatter Singh, Mr. Dinesh Singh Malik, Mr. Abhay Kumar and Mr. Raman Kumar, Independent Directors of the Company resigned on 2^nd May 2023, 2^nd May 2023, 7^th August 2023 and 17^th October 2023 respectively.

8. INDEPENDENT DIRECTORS

Mr. Tej Mohan Singh, Mrs. Laxmi Mandal, Mrs. Shipra Jain and Mrs. Swati Gupta are Independent Directors of the Company. The Company has received declaration of Independence from all the Independent Directors as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015. In the opinion of the Board, the Independent Directors fulfil the said conditions of Independence. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company’s business for effective functioning, which are detailed in the Corporate Governance Report.

In the opinion of the Board, Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

9. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, Board Committee and individual Directors pursuant to provision of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation, 2015.The performance of the board was evaluated by the board after taking inputs from all the Directors on the basis of criteria such as the Board Composition and structure, effectiveness of board process, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

A structured questionnaire was prepared after taking into consideration various aspects of Board’s functioning like composition of the Board and its Committees, Board culture, performance of specific duties and obligations keeping in view applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The evaluation process includes various aspects to determine the performance of Directors of the Company. The basis for this evaluation include fulfillment of independence criteria, qualifications, knowledge, level of engagement and contribution, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, independence of judgment, attendance at the meetings, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges etc. The Board of Directors expressed their satisfaction over the evaluation process.

In a separate meeting of Independent Directors which was held on March 18, 2024, performance of nonindependent and the board as whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of Independent Director was done by the entire board, excluding the independent director being evaluated.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the Board, to the best of their knowledge, hereby confirm that:

(i) In the preparation of Annual Accounts and Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the Annual Accounts on a Going Concern Basis.

(v) The Directors have laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

(vi) 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.

11. MEETINGS OF BOARD OF DIRECTORS

The Board met 12 (Twelve) times during the year. The details about the board meeting and the attendance of the directors are provided in Corporate Governance Report.

12. BOARD COMMITTEES

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee.

The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

13. BOARD DIVERSITY

The Board recognizes the importance of a diverse composition and has adopted a “Board Diversity Policy” which sets out the approach to diversity. The Board Diversity Policy of the Company is available at https://lykis.com/ investor.

14. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Company has 4 (Four) Key Managerial Personnel viz. Mr. Parmod Kumar, Managing Director, Mr. Vinod Kumar, Whole Time Director, Ms. Neha Aggarwal as Company Secretary & Compliance Officer, Mr. Vinod Kumar as Chief Financial Officer of the Company.

15. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company for the Financial Year ended 31 March, 2024 in Form MGT-7 is uploaded on the website of the Company and can be accessed at www.mkproteins.in.

16. STATUTORY AUDITOR

The Company had appointed M/s KRA & Co., Chartered Accountant (Firm Registration No. 020266N) as Statutory Auditor of the Company from the conclusion 11^th Annual General Meeting till the conclusion of 12 ^th Annual General Meeting of the Company. The Company has also received a consent from M/s KRA & Co. (Firm Registration No. 020266N) to act as a Statutory Auditor of your Company for the further period of five years.

There are no qualification, reservation or adverse remark or disclaimer made in the audit report for the financial year 2023-24.

17. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24(A) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015, the Company had appointed M/s. Jai Prakash Jagdev., as Secretarial Auditor of the Company for the financial year 2023-24.

The Secretarial audit report for the financial year ended March 31, 2024 is annexed to this Report as Annexure-2 which is self-explanatory.

18. COST AUDITORS

M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), were the Cost Auditors of the Company for FY 2023-24

Based on the recommendation of the Audit Committee, of M/s K. K. Sinha & Associates, Cost Accountants (Firm Regn. No. 100279), being eligible, have also been appointed by the Board as the Cost Auditors for FY24-25 subject to Members’ approval. The Company has received a letter from them to the effect that their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013. The remuneration to be paid to of M/s K. K. Sinha & Associates, for FY 2024-25 is subject to ratification of the shareholders at the ensuing AGM.

Cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 are made and maintained by the Company.

19. INDUSTRIAL RELATIONS

The industrial relations remained cordial during the year under review.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on meetings of Board of Directors and on General Meeting issued by the Institute of Company Secretaries of India in terms of Section 118 (10) of the Companies Act, 2013.

21. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The details of this policy are available on the website of the Company at mkproteins.in.

22. INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that system of Internal Financial Control is commensurate with the size and nature of the Company’s business. The evaluation of these internal financial controls were done through internal audit process, established within the Company and through appointing professional firm to carry out such tests by way of systematic internal audit program. Based on the review of the reported evaluations, the directors confirms that the financial statement for the year ended March 31, 2024, are in accordance with the applicable accounting standards.

23. RISK MANAGEMENT

The Company has established a robust Risk Management system to identify & assess the key risks and ensure smooth and efficient operations of the business. Your company is well aware of these risks and challenges and has put in place mechanism to ensure that they are managed and mitigate with adequate timely actions. The audit committee reviews business risk area covering operational, financial, strategic and regulatory risks.

24. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same operated throughout the year for all relevant transactions recorded in the software. Further, there were no instances of audit trail feature being tampered with.

25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

There is no unclaimed dividend lying in terms of section 125(2) of the Companies Act, 2013 and accordingly the provisions of said section do not apply.

26. RELATED PARTY TRANSACTIONS

All contracts, arrangements/ transactions entered into during the year by the company with Related Parties were in ordinary course of business and on an arm’s length basis. During the year under review, the company had not entered into any contract / arrangement/ transactions with related parties which could be considered as material. The particulars of contracts or arrangements referred to in section 188 (1) of the Companies Act, 2013 with related parties and as mentioned in form AOC-2 is attached as Annexure -1.

27. PARTICULARS OF EMPLOYEE

During the year under review, your Company has not employed any person who was in receipt of remuneration in excess of the limits specified under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report.

However pursuant to provision of section 136(1) of the Act, this report is being sent to the shareholders excluding the information required as per Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the said information, may write to the Company Secretary at the Registered Office/ Corporate Office of the Company and the said information is open for inspection at the Registered Office of the Company.

28. HUMAN RESOURCES

Your Company considers Great Brand and Great People as its biggest asset. The Company is continued to organize various inbound and outbound training programs, recreation and team building activities to enhance employee skills and motivation. Company also conducted various workshops and events for grooming and upgrading vocational skills of the talent pool in order to meet future talent requirements.

29. DEPOSITS

The Company has not accepted any deposits from public during the financial year under review.

30. CORPORATE SOCIAL RESPONSIBILITY

In accordance with section 135 of the Companies Act, 2013, the provisions related to Corporate Social Responsibility (CSR) is are applicable to the company during the year under review. The details of CSR expenditure are mentioned in Annexure -5.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not given loan to any company during the year. The company has not given any loan and advances in the nature of loans or stood guarantee, or provided security to any other entity during the year.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

Considering gender equality, the Company has zero tolerance for sexual harassment at workplace. The Company has an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaint receive regarding sexual harassment. In Financial Year 2023-24, there were no complaints were received from any of the employee.

i. Number of Complaints filed during the financial year - NIL

ii. Number of complaints disposed of during the financial year- NIL

iii. Number of complaints pending as on end of the financial year - NIL

33. WHISTLE BLOWER/ VIGIL MECHANISM

The Company has established a Vigil Mechanism and adopted a whistle blower policy for its Directors and employees, to report concern about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use this mechanism. During the financial year 2023-24, no cases under this mechanism were reported to the Company.

34. CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is annexed as Annexure-4.

A certificate from Mr. Jai Prakash Jagdev, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

35. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 is Annexed as Annexure-3.

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy:

The Company has initiated to take adequate measures for conservation of energy. The Company shall explore alternative source of energy as and when the necessity arises.

B. Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

C. Foreign Exchange Earnings and Outgo:

Particulars	Current Year	Previous Year
Foreign Exchange Outgo	Rs. 676.52	Rs.2517.80
Foreign Exchange Earned	0.00	0.00

37. MATERIAL CHANGES AND COMMITMENTS

There were no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the Report.

38. POSTAL BALLOT

During the year, the Company passed Resolutions through Postal Ballot.

39. SIGNIFICANT AND MATERIAL CHANGES / ORDERS PASSED BY THE REGULATORS OR COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

40. ACKNOWLEDGMENT

Your Directors place on record their deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain in industry. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company’s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Parmod Kumar Vinod Kumar

Date: 5^th September 2024 Managing Director Whole-time Director

Place: Ambala DIN: 00126965 DIN: 00150507

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Mar 31, 2023

The directors have pleasure in presenting the 11^th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31^st March, 2023:

1.	Financial Highlights: (Rs.In Lacs)
	PARTICUFARS	2022-23	2021-22
	Revenue from Operations	31486.00	25588.86
	Operating Expenditure	29782.14	24023.76
	Other Income (Net)	5.69	13.68
	Earning before interest tax, depreciation and amortization (EBITDA)	1709.55	1578.78
	Finance Costs	173.37	83.25
	Depreciation and amortization expenses	75.77	91.32
	Profit before exceptional item and tax	1460.41	1404.21
	Exceptional item	0.00	0.00
	Profit Before Tax (PBT)	1460.41	1404.21
	Tax Expenses	395.81	385.77
	Profit After Tax (PAT)	1064.60	1018.44
	Add: Balance Brought forward from previous year	2707.92	1681.38
	Fess: Income Tax for earlier years adjusted	(3.71)	(8.09)
	Amount of Surplus available for appropriation	2940.52	2707.92

2. Operations, State of Company''s affairs and Future Outlook:

Our Company is a manufacturing and trading organization having its production/refining plant of Edible Oils. Our manufacturing process involves refining of Crude Oils to obtain Refined Rice Bran Oil, Canola Oil, Soya Bean Oil, Sunflower Oil and Rice Bran Bleached Oil. During the refining process certain by-products are also manufactured such as Rice Bran Fatty Acid Oil, Rice Bran Wax, Gums and Spent Earth which are also saleable. Further, it also imports crude oils, process them and sell the finished product and trade in both edible and nonedible oils. In the current year 2022-23, the Company has earned the total revenue from operation Rs.31486.00 Facs against the previous year Rs.25588.86, which reflects increase growth of 18.73% w.r.t. previous year. The net profit after tax of the company is increased from Rs.1064.60 Facs to Rs.1018.44 Facs in the year 2022-23. The management of the Company expect better results in the ensuing year because the product of the Company has demand since, its nature of human consumption in the ensuing financial year and years to come. We further inform that there is no change in the business activities of the company in the current financial year.

L. Dividend:

No dividend has been recommended by the Directors this year and consequently no amounts have been transferred to general reserves. The Company has formulated the Dividend Distribution Policy and is available at the web site of the Company www.mkproteins.in.

4. Transfer to Reserves:

The board of the Company has decided not to transfer any fund to general reserve out of the amount available for appropriation and an amount of surplus Rs.2940.52Facs to be retained in the profit and loss account.

5. Change in Share Capital, if any

Details of change in Share Capital of the Company during the financial year 2022-23 as details below:

The Company has allotted Bonus Shares by capitalizing Rs.8,34,16,000/- out of general reserve and Profit & Foss Account to the equity shareholders by issue of 83,41,600 of face value of 10/- each as fully-paid up Bonus Equity Shares, in the proportion of 2:1 i.e. 2 (Two) fully paid-up Bonus Equity Share of Rs. 10/- each for every 1 (One).

The issued, subscribed and paid-up Share Capital of the Company increased from Rs. 41708000/- to Rs.125124000/-.

6. Listing of Shares

(i) The shares of the Company were listed on the Emerge SME Platform of the National Stock Exchange of India Limited w.e.f. 18 April, 2017. The Company migrated to the main Board of NSE. Applicable listing fees have been paid up to date. The shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange.

(ii) The shares of the Company are also listed on the Main Board of BSE Limited from 13.06.2023. Applicable listing fees have been paid up to date. The shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange.

7. Deposits:

The company has not accepted any deposits from the public during the year and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

8. Directors:

As per the provisions of Section 152 of the Companies Act, 2013, Sh. Parvind Kumar, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment. The Board recommends his re-appointment.

The notice convening the Annual General Meeting includes the proposal for appointment of Director.

Further, your Company has also received declarations from the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and as per Listing Agreement with the Stock Exchanges.

Further, Smt. Shipra Jain and Mr. Tej Mohan Singh as were appointed as Independent Director with effect from 05/05/2023.

9. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the valuation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Board as a whole was carried out by the Independent Directors.

10. Meetings of the Board:

The Board of Directors of your company met 10 times during 2022-23. The meetings were held on 30/05/2022, 30/06/2022, 05/09/2022, 15/09/2022, 24/09/2022, 14/11/2022, 22/11/2022, 13/01/2023, 07/02/2023, 30/03/2023. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. Particulars of Loan given. Investment made. Guarantee given and Securities provided:

There were no loans given, investment made, guarantee given and securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. Annual Return:

As per the requirements of Section 134(3)(a) read along with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2022-23 is available on www.mkproteins.in.

13. Subsidiary. Joint Ventures and Associate Concerns:

The Company does not have any Subsidiary, Joint Ventures or Associate Concerns as on 31^st March, 2023.

14. Corporate Governance:

The Company has been exempt from reporting on Corporate Governance as per Regulation 15 of the SEBI (Listing Obligation and Disclosure requirements) Regulation 2015. Therefore, Corporate Governance Report is not provided.

15. Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, as applicable, is presented in a separate section forming part of the Annual Report.

16. Directors ’ Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standard have been followed and there are no material departures;

ii) they have 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 as at 31^st March 2023 and of the profit of the Company for the period from 1^st April 2022 to 31^st March 2023;

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

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Contract and arrangements with Related Parties:

The Company’s policy on dealing with related party transactions has been formulated and amended from time to time. All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on the arm’s length basis. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest of the company at large. Your Directors draw attention of the members to Note 29(h) to the financial statements which set out related party disclosures pursuant to listing agreement. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 11 in Form AOC-2 and the same forms part of this report.

18. Auditor and Auditors ’ Report:

M/s Paramprreet Khurana & Associates ., Chartered Accountants, Chandigarh, Statutory Auditors of the company, holds office till the conclusion of the ensuing Annual General Meeting. They have completed their terms of appointment ending 31^st March, 2023 and as such another Statutory Auditor M/s K. R. A & Co., Kathua is proposed to be appointed for Financial Y ear ending 31^st March, 2024.

As required under the provisions of section - 139(1) of the Companies Act, 2013, the company has received a written consent from M/s K. R. A & Co., Chartered Accountant, Kathua to their appointment and a certificate, to the effect that their appointment, if made, would be in accordance with the Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013 for the Financial Year ending 31^st March 2024.

The report of Statutory Auditors M/s Paramprreet Khurana & Associates ., Chartered Accountants, Chandigarh (appearing elsewhere in this Annual Report) is self-explanatory having no adverse comments. There were no instances of fraud reported by the Statutory Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143(12) of the Companies Act 2013.

Further auditor’s report for the financial year ended 31^st March, 2023 is given as an annexure which forms part of this report.

19. Secretarial Auditors:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s J. P. Jagdev & Co., Ambala City, a firm of Company Secretaries in practice to conduct Secretarial Audit for the financial year 202223. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith as

Annexure 111 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. Corporate Social Responsibility (CSR):

The Company has constituted a Corporate Social Responsibility Committee under Section 135(1) of the Companies Act, 2013 aid and advise to formulate policy on corporate social responsibility.

21. Risk Management:

The board of the Company has formed a risk management committee, to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

22. Internal Control System and their adequacy:

The Company’s internal controls are commensurate with the size of the company and the nature of its business. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The company has an audit committee, the details of which are provided in the Corporate Governance Report. The audit committee reviews the internal control system and follows up on the implementation of corrective actions, if required. The committee also meets the company’s statutory auditors to ascertain, interalia their views on the adequacy of internal control system in the Company and keeps the Board of Directors informed of its major observations from time to time. The management also regularly reviews the utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum utilization of resources and achieve better efficiencies. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2023, our internal financial controls were adequate and operating effectively.

23. Vieil Mechanism Policy:

The Company has a vigil mechanism policy which also incorporates a whistle blower policy in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations, which deals with the genuine concerns about unethical behaviour, actual or suspected fraud and violation of the Company’s Code of Conduct and ethics.

24. Committees of Board:

The Board of Directors of your Company had already constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee and Shareholder’s/Investor’s Relationship Committee. All decisions pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors.

25. Conservation of Energy. Technology absorption and foreign exchange earning and outgo:

Information required under Section 134(3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given as under:

(A) Conservation of energy:

(i) The steps taken or impact on conservation of energy: The Company is using Government supply of electricity and own generation by its generators.

(ii) The steps taken by the company for utilizing alternate sources of energy: There are no alternate sources of energy with the Company.

(iii) The capital investment on energy conservation equipments: Investment on energy conservation equipments is made wherever it is possible mostly it is NIL.

(B) Technology absorption:

(i) The efforts made towards technology absorption: Plant and machinery are indigenous and no machinery and technology has been imported by the Company

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Indigenous machinery is state of Art and the company derives benefits on cost reduction of production.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - : No technology has been imported by the Company.

(iv) The expenditure incurred on Research and Development: No specific expenditure is incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company’s main line of business is processing of vegetable edible oils. The Company has not earned and spent foreign exchange except import of material during the current year. The details are given below: -

(Rs. In Lacs)
Foreign exchange earnings and outgo		2022-23	2021-22
a.	Export of Goods during the year	NIL	NIL
b.	CIF Value of Imports	2520.56	2654.52
c.	Expenditure in Foreign Currency	NIL	NIL
d.	Capital Goods Expenditure	NIL	NIL

26. Nomination, Remuneration and Evaluation Policy:

The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the same are provided in annexure -IV, which forms part of this report.

27. Human Resources:

Your Company treats its “human resources” as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force. The company is continuously taken steps towards maintaining a low attrition rate which it believes shall be achieved by investing in learning and development programmes for employees, competitive compensation, creating a compelling work environment, empowering employees at all levels as well as a well-structured reward and recognition mechanism.

28. Particulars of Employees:

I) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

	Executive Director	Ratio to median Remuneration
1.	Sh. Vinod Kumar (Managing Director) upto 21/12/2022	0.00
2.	Sh. Raj Kumar (Whole Time Executive Director) upto 21/12/2022	1.5:1
3.	Sh. Parmod Kumar (Managing Director) w.e.f. 22/12/2022	0.00
4.	Sh. Vinod Kumar (Whole Time Executive Director) w.e.f. 22/12/2022	0.00

Note: The Company has not given any remuneration/benefits to non-executive/independent directors of the company during the year 2022-23.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

	Directors, Company Secretary and Financial Officer	% increase in remuneration in the financial year
1.	Sh. Vinod Kumar (Managing Director) upto 21/12/2022	NIL
2.	Sh. Raj Kumar (Whole Time Executive Director) upto 21/12/2022	28
3.	Sh. Parmod Kumar (Managing Director) w.e.f. 22/12/2022	NIL
4.	Sh. Vinod Kumar (Whole Time Executive Director) w.e.f. 22/12/2022	NIL
5.	Ms. Prerna Mehta (Company Secretary) upto 10/09/2022	N.A
6.	Ms. Neha Aggarwal (Company Secretary) w.e.f. 15/09/2022	N.A.
7.	Sh. Nipun Garg (Financial Officer)	NIL

c. The percentage increase in the median remuneration of employees in the financial year: 2%

d. The number of permanent employees on the rolls of Company: 30 Employees as on 31^st March, 2023.

e. The explanation on the relationship between average increase in remuneration and Company performance: The performance of the Company for the current financial year is better than the previous year. The Company has minor increase in remuneration to Executive Director/key managerial personnel. However, at Middle & Junior level management, the proper increment was given in accordance with the inflation rate and at workmen and staff level.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Remuneration to Managing and Whole Time directors were paid as per the scale approved by the members of the company. The head (Corporate Finance) was promoted to the position of Financial Officer, hence he was given an increase as a part of promotion and salary adjustment.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

	Particulars		March 31, 2023		March 31, 2022		% Change
	Market Capitalization (Rs. In Facs)		91340.52		7987.082		1166.14%
h.	Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the Last public offer:
	Particulars	March 31, 2023		March 31, 2022		% Change
	Market Price (NSE)	789 (Average Price)		191.5 (Average Price)		412%

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Proper increments at both managerial and staff/worker level has been given in financial year 2022-23.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: The head (Corporate Finance) was promoted to the position of Financial Officer, hence he was given an increase as a part of promotion and salary adjustment.

k. The key parameters for any variable component of remuneration availed by the directors: No such variable component is included in the remuneration paid to directors.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Sh. Vinod Kumar (Whole Time Director): 1.5:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

II. There was no employee on the roll of the company who drew remuneration in excess of the limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence this relevant information is not applicable to the Company.

29. Disclosure under sexual harassment of women at workplace (Prevention. Prohibition & Redressal) Act.

2013:

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (114) of 2013.

30. CFO Certification:

In compliance with Regulation 17(8) of the Fisting Regulations, a declaration by CFO was placed before the Board, certifying the accuracy of Financial Statements and the adequacy of internal controls pertaining to Financial Reporting for the year ended 31st March, 2023 is attached herewith as per Annexure - V.

31. Auditors’ Certificate on Corporate Governance:

As per Regulation 15 of the SEBI (Fisting Obligation And Disclosure Requirement) Regulations, 2015, the compliance with the Corporate Governance provisions were not applicable on the entity having listed its

specified securities on the SME Exchange in the previous year. Hence, Auditors’ Certificate on Corporate Governance is not provided.

32. Code of Conduct::

The Board of Directors has an important role in ensuring good Corporate Governance and has laid down the Code of Conduct for Directors and Senior Management of the Company. The Code has also been posted on the website of the Company. All Directors and Senior Management personnel have affirmed the compliance thereof for the year ended March 31, 2023.

Declaration

I hereby declare that pursuant to Schedule V (Part D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have adopted a Code of Conduct for the Board members and Senior Management of the Company and the same has also been posted in the Company’s website and that all the Board members and Senior Management personnel to whom this Code of Conduct is applicable have affirmed the compliance of the said Code of Conduct during the year 2022-23.

Ambala Parmod Kumar

05^th September 2023 (Managing Director)

33. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) 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.

ii) No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

2. The provisions of Section 125(2) of the Companies Act, 2013 related with transfer of unclaimed dividend to Investor Education and Protection Fund do not apply to the Company as there was no dividend declared and paid in previous years and there is no unclaimed dividend.

3. Equity Shares:

• No issue of equity shares with differential rights as to dividend, voting or otherwise during the year under review.

• The Company has not bought back any of its securities during the year under review.

• No issue of shares (including sweat equity shares) to employees of the Company under Stock option Scheme during the year under review.

• No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense Account at the beginning and end of the year under review.

34. Acknowledgements:

Your directors wish to place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by the Executives, Officers and Employees of the Company.

---

Mar 31, 2018

To The Members,

The directors have pleasure in presenting the 6^th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31^st March, 2018:

1. Financial Highlights:

_(In Lacs)

	2017-18	2016-17
Revenue from Operations	17164.36	16453.49
Operating Expenditure	16612.86	15966.03
Other Income (Net)	5.59	5.46
Earning before interest tax, depreciation and amortization (EBITDA)	557.09	492.92
Finance Costs	214.32	220.42
Depreciation and amortization expenses	122.42	121.18
Profit before exceptional item and tax	220.35	151.32
Exceptional item	0.00	0.00
Profit Before Tax (PBT)	220.35	151.32
Tax Expenses	77.69	52.71
Profit After Tax (PAT)	142.66	98.61
Add: Balance Brought forward from previous year	154.76	259.31
Less: Amount Utilized/Capitalized for issuance of fully paid-up Bonus Equity Shares	0.00	203.16
Less: Income Tax for earlier years adjusted	(0.04)	0
Amount of Surplus available for appropriation	297.46	154.76

2. Operations, State of Company’s affairs and Future Outlook:

Our Company is a manufacturing and trading organization having its production/refining plant of Edible Oils. Our manufacturing process involves refining of Crude Oils to obtain Refined Rice Bran Oil, Canola Oil, Soya Bean Oil, Sunflower Oil and Rice Bran Bleached Oil. During the refining process certain by-products are also manufactured such as Rice Bran Fatty Acid Oil, Rice Bran Wax, Gums and Spent Earth which are also saleable. Further, it also imports crude oils, process them and sell the finished product and trade in both edible and non-edible oils. In the current year 2017-18, the Company has earned the total revenue from operation Rs.17164.36 Lacs against the previous year Rs.16453.49, which reflects the growth of 4.32%. The overall growth of the Company is encouraging and same will further improve in the ensuing years, the product of the Company has demand since, its nature of human consumption in the ensuing financial year and years to come. The net profit after tax of the company is Rs.72.22 Lacs, Rs.98.61 Lacs and Rs.142.66 Lacs in the year 2015-16, 201617 and 2017-18 respectively. We further inform that there is no change in the business activities of the company in the current financial year.

3. Dividend:

No dividend has been recommended by the Directors this year and consequently no amounts have been transferred to general reserves.

4. Transfer to Reserves:

The board of the Company has decided not to transfer any fund to general reserve out of the amount available for appropriation and an amount of surplus Rs.297.46 Lacs to be retained in the profit and loss account.

5. Change in Share Capital, if any

In the Share Capital of the Company following changes took place during the financial year 2017-18:

Initial Public offer and Listing of shares:

Pursuant to Initial Public Offering (IPO), 1462000 Equity Shares of face value of Rs.10/- per share allotted on dated April 12, 2017 at a premium of Rs.60/- per share aggregating to Rs.1023.40 Lacs. Out of which 74000 Equity Shares reserved for subscription by Market Maker to the issue and balance 1388000 shares offered to the Public. The Company has incurred expenses of Rs.4182639.00 (net of service tax) relating to fresh issue of equity shares which has been adjusted to securities premium in terms of Section 52 of the Companies Act, 2013. After public issue the changed paid up share capital of the Company has been Rs.41708000.00 (i.e. 4170800 Equity Shares of Rs.10/- each fully paid-up). The equity shares have been listed on the Emerge SME Platform of the National Stock Exchange of India Limited w.e.f. 18 April, 2017.

6. Initial Public Offering and Deployment of Funds:

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was opened on dated March 31, 2017 and closed on April 07, 2017 and same was successfully completed. The company entered the capital market with its maiden initial public offering (IPO) of 1462000 equity shares of face value of Rs.10/- each fully paid up for cash at a price of Rs.70/- each (Including share premium of Rs.60/- per equity share) aggregating Rs.1023.40 Lacs. Out of which 74000 Equity Shares reserved for subscription by Market Maker to the issue and balance 1388000 shares offered to the Public. The equity shares have been listed on the Emerge SME Platform of the National Stock Exchange of India Limited w.e.f. 18 April, 2017.

Details of utilization of IPO Proceeds are as under:

(Rs. In Lacs)

Sr. No.	Category wise Utilization	As Stated in Prospectus	Actual Utilization	Deviation
1.	Working Capital Requirement	973.40	981.57	(8.17)
2.	IPO Expenses	50.00	41.83	8.17

The IPO proceeds of Rs.1023.40 Lacs were fully utilized as per terms of prospectus. The deviations in utilization of proceeds were adjusted among various heads internally.

7. Listing of Shares

The shares of the Company were listed on the Emerge SME Platform of the National Stock Exchange of India Limited w.e.f. 18 April, 2017. Applicable listing fees have been paid up to date. The shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange.

8. Deposits:

The company has not accepted any deposits from the public during the year and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. Directors:

As per the provisions of Section 152 of the Companies Act, 2013, Sh. Parvind Kumar, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. The Board recommends his re-appointment.

The notice convening the Annual General Meeting includes the proposal for appointment of Director.

Further, your Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and as per Listing Agreement with the Stock Exchanges.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the valuation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Board as a whole was carried out by the Independent Directors.

11. Meetings of the Board:

The Board of Directors of your company met 8 times during 2017-18. The meetings were held on 12/04/2017, 23/05/2017, 10/07/2017, 24/08/2017, 28/09/2017, 14/11/2017, 23/01/2018 and 24/03/2018. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

12. Particulars of Loan given, Investment made, Guarantee given and Securities provided:

No loans were given, investment made, guarantee given and securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review except short term loan given to M/s Saatvik Green Energy Private Limited in which one of the Director Sh. Parmod Kumar was interested as director and same has duly been repaid with interest within short duration. The maximum amount involved during the year was Rs.7700000.00 and the year end balance of loans granted to such parties was Nil (Previous year Nil).

13. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

14. Subsidiary, Joint Ventures and Associate Concerns:

The Company does not have any Subsidiary, Joint Ventures or Associate Concerns as on 31^st March, 2018.

15. Corporate Governance:

Pursuant to SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, as applicable, with regard to Corporate Governance, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance together with Compliance Certificate on the same are attached to this report.

16. Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, as applicable, is presented in a separate section forming part of the Annual Report.

17. Directors’ Responsibility Statement.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standard have been followed and there are no material departures;

ii) they have 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 as at 31^st March 2018 and of the profit of the Company for the period from 1^st April 2017 to 31^st March 2018;

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

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Contract and arrangements with Related Parties:

The Company’s policy on dealing with related party transactions has been formulated and amended from time to time. All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on the arm’s length basis. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest of the company at large. Your Directors draw attention of the members to Note 29(g) to the financial statements which set out related party disclosures pursuant to listing agreement. Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

19. Auditor and Auditors’ Report:

M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, Statutory Auditors of the company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for ratification and approval of their appointment for the financial year ending 31^st March, 2019.

M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, who were appointed as Statutory Auditors for a period of 4 years from 31^st March, 2016 to 31^st March 2019 being eligible for ratification and approval of their appointment at this Annual General Meeting have agreed to act Statutory Auditors to the Company for the financial year ending 31^st March, 2019.

As required under the provisions of section — 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Jayant Bansal & Co., Chartered Accountant to their appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment for the financial year 2018-19.

The report of Statutory Auditors (appearing elsewhere in this Annual Report) is self-explanatory having no adverse comments. There were no instances of fraud reported by the Statutory Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143(12) of the Companies Act 2013.

Further auditor’s report for the financial year ended 31^st March, 2018 is given as an annexure which forms part of this report.

20. Secretarial Auditor''s:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s J. P. Jagdev & Co., Ambala City, a firm of Company Secretaries in practice to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

21. Corporate Social Responsibility (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

22. Risk Management:

The board of the Company has formed a risk management committee, to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Internal Control System and their adequacy:

The Company’s internal controls are commensurate with the size of the company and the nature of its business. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The company has an audit committee, the details of which are provided in the Corporate Governance Report. The audit committee reviews the internal control system and follows up on the implementation of corrective actions, if required. The committee also meets the company’s statutory auditors to ascertain, interalia their views on the adequacy of internal control system in the Company and keeps the Board of Directors informed of its major observations from time to time. The management also regularly reviews the utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum utilization of resources and achieve better efficiencies. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2018, our internal financial controls were adequate and operating effectively.

24. Vigil Mechanism Policy:

The Company has a vigil mechanism policy which also incorporates a whistle blower policy in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations, which deals with the genuine concerns about unethical behaviour, actual or suspected fraud and violation of the Company’s Code of Conduct and ethics.

25. Committees of Board:

The Board of Directors of your Company had already constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Shareholder’s/Investor’s Relationship Committee, Risk Management Committee. All decisions pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors. Detail of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report.

26. Conservation of Energy,, Technology absorption and foreign exchange earning and outgo:

Information required under Section 134(3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given as under:

(A) Conservation of energy:

(i) The steps taken or impact on conservation of energy: The Company is using Government supply of electricity and own generation by its generators.

(ii) The steps taken by the company for utilizing alternate sources of energy: There are no alternate sources of energy with the Company.

(iii) The capital investment on energy conservation equipments: Investment on energy conservation equipments is made wherever it is possible mostly it is NIL.

(B) Technology absorption:

(i) The efforts made towards technology absorption: Plant and machinery are indigenous and no machinery and technology has been imported by the Company

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Indigenous machinery is state of Art and the company derives benefits on cost reduction of production.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-: No technology has been imported by the Company.

(iv) The expenditure incurred on Research and Development: No specific expenditure is incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company’s main line of business is processing of vegetable edible oils. The Company has achieved Export Turnover of Rs. Nil during the year under report 2017-18, as compared to Rs. Nil in the previous year 2016-17. However, the Company has incurred expenditure in foreign currency for import of material. The details of the same are given below: -

(Rs. in Lacs)

Particulars	2017-18	2016-17
Total Foreign Exchange Received (F.O.B. Value of Export)	NIL	NIL
Total Foreign Exchange used:
i) Raw Materials & Consumable Stores	60066006.48	379947640.89
ii) Capital Goods	NIL	NIL
iii) Foreign Travels	NIL	NIL
iv) Others (Traded Goods)	NIL	51559100.00

27. Nomination, Remuneration and Evaluation Policy.

The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the same are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report.

28. Human Resources:

Your Company treats its “human resources” as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force. The company is continuously taken steps towards maintaining a low attrition rate which it believes shall be achieved by investing in learning and development programmes for employees, competitive compensation, creating a compelling work environment, empowering employees at all levels as well as a well-structured reward and recognition mechanism.

29. Particulars of Employees:

I) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

	Executive Director	Ratio to median Remuneration
1	Sh. Vinod Kumar (Managing Director)	0.20:1
2.	Sh. Raj Kumar (Whole Time Executive Director)	0.20:1

Note: The Company has not given any remuneration/benefits to non-executive/independent directors of the company during the year 2017-18 except directors’ sitting fee Rs.250000.000 to Non-executive Independent directors.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

	Directors, Company Secretary and Financial Officer	% increase in remuneration in the financial year
1	Sh. Vinod Kumar (Managing Director)	NIL
2.	Sh. Raj Kumar (Whole Time Executive Director)	NIL
3.	Ms. Shipra Anand (Company Secretary)	NIL
4.	Sh. Nipun Garg (Financial Officer)	NIL

c. The percentage increase in the median remuneration of employees in the financial year:

3%

d. The number of permanent employees on the rolls of Company: 32 Employees as on 31^st March, 2018.

e. The explanation on the relationship between average increase in remuneration and Company performance: The performance of the Company for the current financial year is better than the previous year. The Company has minor increase in remuneration to Executive Director/key managerial personnel. However, at Middle & Junior level management, the proper increment was given in accordance with the inflation rate and at workmen and staff level.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Remuneration to Managing and Whole Time directors were paid as per the scale approved by the members of the company. The head (Corporate Finance) was promoted to the position of Financial Officer, hence he was given an increase as a part of promotion and salary adjustment.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2018	March 31, 2017		% Change
Market Capitalization (Rs. In Lacs)	3330.38	NIL		-
Note: The equity shares have been listed on the Emerge SME Platform of the National Stock
Exchange of India Limited w.e.f. 18 April, 2017, hence figure of market March 31, 2017 is not available.				capitalization as at

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the Last public offer:

Particulars	March 31, 2018	At the time of Last Public offer	% Change
Market Price (NSE)	79.85 (Average Price)	70.00	14.07%

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Proper increments at both managerial and staff/worker level has been given in financial year 2017-18.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: The head (Corporate Finance) was promoted to the position of Financial Officer, hence he was given an increase as a part of promotion and salary adjustment.

k. The key parameters for any variable component of remuneration availed by the directors:

No such variable component is included in the remuneration paid to directors.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Sh. Raj Kumar (Whole Time Director): 0.20:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

II. There was no employee on the roll of the company who drew remuneration in excess of the limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence this relevant information is not applicable to the Company.

30. Disclosure under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

31. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) 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.

ii) No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

2. The provisions of Section 125(2) of the Companies Act, 2013 related with transfer of unclaimed dividend to Investor Education and Protection Fund do not apply to the Company as there was no dividend declared and paid in previous years and there is no unclaimed dividend.

3. Equity Shares:

- No issue of equity shares with differential rights as to dividend, voting or otherwise during the year under review.

- The Company has not bought back any of its securities during the year under review.

- No issue of shares (including sweat equity shares) to employees of the Company under Stock option Scheme during the year under review.

- No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense Account at the beginning and end of the year under review.

32. Acknowledgements:

Your directors wish to place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by the Executives, Officers and Employees of the Company.

By Order of the Board of Directors

Place: Ambala

Dated: 28-08-2018

(VINOD KUMAR)

Managing Director

DIN: 00150507