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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Mishtann Foods Ltd.

Mar 31, 2024

1. STATE OF AFFAIRS OF THE COMPANY

The Company is primarily engaged in the agricultural business i.e manufacturing, processing & trading of rice, wheat, other food grains and salt.

2. FINANCIAL HIGHLIGHTS

(Amount in Lakhs)
	Standalone		Consolidated
Particulars	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations	32241.83	65038.52	128808.55	65038.52
Other Income	5.67	4.64	5.67	4.64
Total Revenue	32247.50	65043.16	128814.22	65043.16
Cost of Raw Materials Consumed	29125.58	56376.93	74543.14	56376.93
Purchase of Stocks in Trade	-	-	-	-
Changes in inventories of Finished Goods and Work in Progress	-	-	-	-
Employee Benefits Expenses	87.55	115.87	342.66	115.87
Finance Costs	445.58	499.18	445.64	499.18
Depreciation and Amortization	68.12	79.83	68.12	79.83
Other Expenses	308.71	289.96	18016.39	289.96
Total Expenses	30035.54	57361.77	93415.95	57361.77
Share in Profit of Joint Venture	-	-	-	-
Profit/(Loss) before tax	2211.96	7681.39	35398.27	7681.39
Tax Expense	795.34	2689.13	795.34	2689.13
Net Profit/(Loss) after tax	1416.62	4992.26	34602.93	4992.26
Other Comprehensive Income/ (Expenses)	-	-	-	-
Total Comprehensive Income for the year	1416.62	4992.26	34602.93	4992.26

For the financial year ended 31st March, 2024, your Company has reported standalone revenue from operations of ^ 32,241.83 Lakhs and Net Profit of ^ 1,416.62 Lakhs as compared to previous financial year 2022-23''s revenue from operations of ^ 65,038.52 Lakhs and Net P rofit of ^ 4,992.26 Lakhs.

For the financial year ended 31st March, 2024, your Company has reported consolidated revenue from operations of ^ 1,28,808.55 Lakhs and Net Profit of ^ 34,602.93 Lakhs.

3. BUSINESS DEVELOPMENT

During the year under review, the company broadened its product line by bringing in newer and better options for its consumers. The strategic decision of tapping the market in the middle East was successful with handsome contributions coming from the subsidiary in United Arab Emirates (UAE). The subsidiary in Singapore is expected to follow suit. These favorable decisions have encouraged the management to foray into the market in the United States of America through the wholly owned subsidiary route. The management is also looking at the option of acquiring an established business so that the benefits of forward and backward linkages can be taken.

The Company''s basmati rice product line, rock salt and edible common salt product line has gathered high degree of acceptability in the market. Word of mouth has been the biggest source of encouragement and also one of the reasons in the spurt of demand for the company''s products. The Company''s Managing Director- Shri Hiteshkumar G Patel has through his perseverance and strong leadership goals has consolidated the transformation story of the Company. In 2022, he was awarded the "Business Transformation Leaders Award" by The Economic Times & Times Interact. His constant efforts to add to the growth potential and improve upon previously set benchmarks adds to the strong foundation and work ethos of the Company.

4. SHARE CAPITAL

The Paid-up Equity Share Capital as at 31st March, 2024 stood at ^ 102,96,00,000/-

I Pursuant to the approval of the Board of Directors at its meeting held on 11th September,

2023 and approval of the members of the Company at their Extra-Ordinary General Meeting held on 11th October, 2023 and pursuant to In-principle approvals granted by BSE Limited and Metropolitan Stock Exchange of India Limited vide their respective letters dated 17th October, 2023 and 31st October, 2023 respectively, and upon receipt of an amount aggregating to ^ 24,97,50,000/- (Rupees Twenty Four Crores Ninety Seven Lakhs Fifty Thousands only) at the rate of ^ 13.50 /- per Equity Share of ^ 1 each, the Board of Directors of the Company, has considered and approved the Allotment of

7.40.00. 000 (Seven Crores and Forty Lakhs) Convertible warrants on preferential basis to non-promoter persons/ entities. Allotment of Equity Shares were done on 17th January, 2024 and 22nd February, 2024 for 1,48,00,000 (One Crores and Forty Eights Lakhs) each after receiving 75% Warrant exercise amount for two allottees out of five allottees. Trading of

2.96.00. 000 (Two Crores and Ninety-Six Lakhs) equity shares has been started from 19th March,

2024 on BSE Limited and Metropolitan Stock Exchange of India Limited. 4,44,00,000 (Four Crores Forty-Four Lakhs) warrants are yet to be converted as on date.

ii. Pursuant to the approval of the Board of Directors at its meeting held on 23rd August,

2023, the Board of Directors of the Company considered and approved raising of funds by way of Rights issue up to an amount of ^ 50 Crores. Then, pursuant to filing of Draft Letter of Offer with BSE Limited and Metropolitan Stock Exchange of India Limited and pursuant to Inprinciple approvals granted by BSE Limited and Metropolitan Stock Exchange of India Limited vide their respective letters dated 1st March, 2024 and 7th March, 2024 respectively, the Rights issue committee of the Board of Directors of the Company in its meeting held on 7th March, 2024 considered and approved the terms of Rights Issue including Record Date, Rights Issue price, Rights issue period, Rights entitlement ratio etc. Further, the Rights Issue Committee in its meeting held on 19th March,

2024, considered and approved Letter of Offer and Abridged Letter of offer.

Further, the Rights Issue Committee considered and approved the Issue opening period as 2nd April, 2024 and closing period as 18th April, 2024 and Last date for on-market renunciation as 12th April, 2024.

For the financial year ended 31st March, 2024, your Company has reported consolidated revenue from operations of ^ 1,28,808.55 Lakhs and Net Profit of ^ 34,602.93 Lakhs.

Out of the total 24,896 Applications for 6,03,33,320 Rights Equity Shares, 1,312 Applications for 15,22,887 Rights Equity Shares were rejected due to technical reasons as disclosed in the Letter of Offer. The total number of valid Applications received were 23,584 for 5,88,10,433 Rights Equity Shares, which was 177.07% of the number of Rights Equity Shares allotted under the issue. In accordance with the Letter of Offer and the Basis of Allotment finalized on Tuesday, April 23, 2024 in consultation with BSE Limited ("BSEâ), the Designated Stock Exchange and the Registrar to the Issue, the Company has, on 23rd April 2024, approved the allotment of 3,32,12,903 Fully paid-up Rights Equity Shares of the face value of ^ 1/-each to the successful Applicants with issue price of ^ 15/- each including premium of ^ 14/- each. With bearing distinctive numbers from 1029600001 to 1062812903. In the Issue, no Rights Equity Shares have been kept in abeyance. All valid Applications after technical rejections have been considered for Allotment.

The trading of 3,32,12,903 (Three Crores Thirty-two Lakhs Twelve Thousand Nine Hundred and Three) Equity shares has been started from 6th May, 2024 on BSE Limited and the Metropolitan Stock Exchange of India Limited.

5. DIVIDEND

The Board of Directors has recommended a Final Dividend @ Rs. 0.001/- per share (i.e. 0.1%) on equity shares of face value of Rs. 1/- each for the Financial Year ended March 31, 2024, subject to the approval of the shareholders in the ensuing Annual General Meeting. The Dividend Distribution Policy of the Company can be accessed at

http://www.mishtann.com/uploads/specification/Div

idend%20Distribution%20Policy.pdf

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

TRANSFER OF UN-CLAIMED DIVIDENDS

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. GENERAL RESERVES

During the year under review Rs. 14,16,61,753/- has been transferred to General Reserves.

7. CHANGE IN NATURE OF BUSINESS

During the Financial Year 2023-24 the Company has not commenced any new business nor discontinued/sold or disposed of any of its existing businesses or hived off any segment or division.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2024, your Company has Two (2) Subsidiaries namely Grow and Grub Nutrients FZ-LLC, (Wholly-Owned Subsidiary), Grow & More Nutrifoods PTE. LTD. (Wholly Owned Subsidiary). Grow & More Nutrifoods PTE. LTD. has yet not commenced Business Operations as on date. Further there has been no material change in the nature of business of the subsidiaries.

In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Board of Director''s Report as Annexure - H.

The Performance of Subsidiary is as under:

Grow and Grub Nutrients FZ-LLC is the Wholly-

Owned Subsidiary of the Company. For the financial year ended 2023-24 Grow and Grub achieved sales of ^ 96,567 Lakhs. Total profit before tax for the financial year 2023-24 is ^ 33,186 Lakhs. Profit after tax (PAT) is ^ 33,186 Lakhs during the financial year 2023-24.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India are attached herewith this Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR

The Board of Directors of your Company comprises of Six (6) Directors of which Two (2) are Executive Directors and One (1) is Non-Executive and Nonindependent Director and Three (3) are NonExecutive and Independent Directors as on 31st March, 2024.

Pursuant to Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities shall have at least one independent woman director. Your Company has Ms. Bhumi Gor as an Independent Woman Director on the Board of the Company.

As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Navinchandra D. Patel being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013

and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.mishtann.com

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the Executive Directors/Senior Managerial Personnel make presentations to the Independent Directors about the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. Further, the Company has devised a Familiarization Program for Independent Director and same been placed on the web site of the Company at the Link: https://www.mishtann.com/uploads/specification/fa miliarization-programme-for-independent-directors.PDF

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Mr. Rajnish Pathak, Independent Director and Mr. Keval Bhatt, Non-Executive Non-Independent Director resigned from the Board of the Company with effect from close of working hours of 15th May, 2024. The Board of the Company, based on the recommendations of Nomination and Remuneration committee, has appointed Mr. Nihar Sheth and Ms. Rainy Singhi as an Additional Director in the capacity of Non-executive and Independent Directors of the Company w.e.f. 16th May, 2024 subject to approval of Shareholders in ensuing Annual General Meeting.

11. PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION

Information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as "Annexure - Aâ and forms part of this report.

None of the employees of the Company drew remuneration in excess of the limits set out in the said rules during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. BOARD MEETINGS

During the year, Thirteen Board Meetings were duly held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD COMMITTEES

The Board has following Committees, viz,

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (constituted on 11^thJuly, 2022)

6. Rights Issue Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

13. POLICIES

In pursuance of the Act and the Listing Regulation, the following policies have been framed and disclosed on the Company''s website www.mishtann.com

i. Board Diversity Policy

ii. Nomination and Remuneration Policy

iii. Policy for determining Material subsidiaries

iv. Policy on preservation of docs

v. Related Party Transactions Policy

vi. Terms and conditions of appointment of

Independent Directors

vii. Whistle Blower Policy

viii. Familiarization program for Independent Directors

ix. Fair Disclosure Code

x. Policy on archival of Documents

xi. Policy for determination of materiality

xii. Corporate Social Responsibility Policy

xiii. Risk Management Policy

xiv. Dividend Distribution Policy

14. FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the listing regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

11. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR(S)

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company''s Website i.e. www.

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

16. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient features of Nomination & Remuneration Policy of the Company is disclosed in the Corporate Governance Report the web address of the Nomination and Remuneration policy is http://www.mishtann.com/uploads/specification/no mination-and-remuneration-policy.PDF

17. AUDIT AND AUDITORS <> STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules made thereunder, M/s. J.M. Patel & Bros., Chartered Accountants, Ahmedabad (Firm Registration No. 107707W) were appointed as Statutory Auditors of the Company for period of 5 years, to hold office upto the conclusion of

The Auditors'' Report for the financial year 31st March, 2024 is unmodified, i.e. It does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

? SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Kamlesh M. Shah, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of your Company for the financial year 20232024.

The Secretarial Auditor Report u/s 204 of the Companies Act, 2013 in the Format MR-3 is annexed to this Report as "Annexure - Bâ

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report except the following:

Details of compliance/ non-compliance/ late compliance / late submissions for various regulations of SEBI (LODR) 2015 during the year 31/03/2024 and the penal actions if any taken by the stock exchanges against the company and payment of penalty if any made by the company.

18. INTERNAL AUDIT & CONTROLS

The company has appointed Mr. Mikil Vora as an internal auditor for FY 2023-2024, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, and effectiveness of the systems are taken care of properly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has in place adequate internal financial controls commensurate with its size, scale and operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are re-enforced on an ongoing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

19. EXTRACT OF ANNUAL RETURN

The Annual Return for financial year 2023-24 as per provisions of the Act and Rules thereto, will be available on the Company''s website at http://www.mishtann.com/relation.php?category=an

nual-return

11.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In Compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one thousand listed entities based on market capitalization, are required to prepare a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures.

The first Business Responsibility & Sustainability Report of the Company for the financial year 2023-24 in the specified format forms part of this Board of Director''s Report as Annexure-G.

21. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The web link of Vigil Mechanism Policy on the website of the Company is

http://www.mishtann.com/relation.php?category=di

sclosures-and-policies

22. RISK MANAGEMENT

The Risk Management Policy as per provisions of the Act and Rules thereto and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, will be available on the Company''s website at

http://www.mishtann.com/uploads/specification/RIS

K%20MANAGEMENT%20POLICY-1.pdf

The Risk Management Committee held its meetings on 18.07.2023 and 08.01.2024 in which all members were present.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 RELATE AND THE DATE OF THE REPORT

During the Financial Year 2023-2024 there were no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year under review, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

25. INVESTIGATION BY SECURITIES AND EXCHANGE BOARD OF INDIA

Our Company has received a letter dated April 26, 2023 bearing number SEBI/HO/CFI D/SEC-4/OW/P/2023/17095/1 ("Letterâ) from the Assistant General Manager, Corporation Finance Investigation Department, Securities and Exchange Board of India ("AGMâ) in respect of an investigation initiated against our Company. The AGM in the Letter had sought certain documents and details relating to the related party transactions undertaken by our Company in the preceding five years. Our Company has vide an email dated May 4, 2023 replied to the Letter and has also provided the documents sought by the AGM. Afterwards, the Company has been asking for various documents relating to statutory compliances and financials of the Company and also receiving summons to appear in person or produce the documents etc., The Company has been co-operating with AGM and giving timely reply to each and every emails/letters/summons. The Company has not received any order yet hence, the matter is currently pending.

26. PUBLIC DEPOSITS

Company has not accepted / renewed any deposits from the public during the Financial Year 2023-2024.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of Financial Statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions executed by the Company during the financial year with related parties were on arm''s length basis and in ordinary course of business. All such related party transactions were placed before the Audit Committee for approval, wherever applicable. Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as âAnnexure - Câ.

29. CORPORATE GOVERNANCE

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure - Dâ respectively to this report.

Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Corporate Governance Report, Management Discussion and Analysis and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations is annexed to the report.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has only one female Employee, it is beyond the practicality to constitute a local compliance committee but a system has been put in place to protect Female Employee(s) from sexual harassment. During the year Company has not received any complaint of harassment.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Rule 8 of Companies (Account) Rules, 2014 is given in âAnnexure - Eâ.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 read with Schedule VII of the Companies Act 2013, the Board has constituted Corporate Social Responsibility Committee.

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure - Fâ forming part of this Report.

Brief terms of reference for the CSR Committee include:

1. To formulate a CSR policy which shall indicate activities to be undertaken by the Company.

2. To recommend the CSR policy to the Board.

3. To recommend the amount of expenditure to be incurred on the activities.

4. To monitor the policy from time to time as per the CSR policy.

The complete policy of Corporate Social Responsibility is displayed on the company''s website at i.e. http://www.mishtann.com/uploads/specification/Mis htann%20Foods%20Limited-%20Corporate%20Social%20Responsibility%20Policy. pdf

34. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

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

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

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

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

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

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

35. MAINTENANCE OF COST RECORDS

The Central Government has not specified for the maintenance of cost records under section 148(1) of the Act for any goods sold or services rendered by the company.

36. LISTING WITH STOCK EXCHANGES

The Company has listed its Equity Shares on BSE Limited and Metropolitan Stock Exchange of India Limited.

37. SECRETARIAL STANDARDS

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to ''Meetings of the Board of Directors'' and General Meetings'',

âPayment of Dividend'' and ''Report of the Board of Directors'' respectively, have been duly followed by the Company.

ACKNOWLEDGMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

Mar 31, 2023

DIRECTOR REPORT

The Members,

MISHTANN FOODS LIMITED

1.STATE OF AFFAIRS OF THE COMPANY

The Company is primarily engaged in the agricultural business i.e manufacturing, processing & trading of rice, wheat,
other food grains and salt.

2.FINANCIAL HIGHLIGHTS

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Gross Sales/Income	650,43,16,779	498,58,86,777
Depreciation	79,82,793	94,80,226
Profit/(Loss) before Tax	76,81,38,361	47,26,94,403
Less: Taxes/Deferred Taxes	26,89,12,613	15,85,66,980
Profit/(Loss) After Taxes	49,92,25,748	31,41,27,423
P& L Balance b/f	49,92,25,748	31,41,27,423
Profit/ (Loss) carried to Balance Sheet	49,92,25,748	31,41,27,423

The total income for the financial year ended March 31,2023 stood at Rs. 650,43,16,779 as against the corresponding
figures of previous financial year which stood at Rs. 498,58,86,777 representing growth of 30.45%. The Standalone
Profit Before Tax (PBT) for the financial year ended March 31, 2023 stood at Rs. 76,81,38,361 as against the
corresponding igures of previous financial year which stood at Rs. 47,26,94,403.

3.BUSINESS DEVELOPMENT

During the year under review, besides Basmati Rice which has been the forte of the company, the company has also
consolidated its position in the edible common Salt market by introducing varieties viz. âROCK SALTâ and âCRYSTAL
SALTâ across all the markets under its brand name. Through this measure, the products of the company have penetrated
all the major markets in the country and made a mark of its own. The company proposes to extend its business
worldwide by incorporating its wholly owned subsidiaries in the renowned economic zones of the United Arab Emirates,
Republic of Singapore and United States of America. The incorporation of the same will be completed in the next fiscal
year. Because of these exemplary steps and growth trajectory of the Company, "Shri Hiteshkumar Guarishankar Patel-
Managing Director of the Company was awarded with âBusiness Transformation Leaders 2022â Award organized by the
âThe Economic Times & Times Interactâ.

4. SHARE CAPITAL

During the year under review, the Company has increased its
Authorised share capital twice, through Postal Ballot.

i. Change in authorised capital of the Company from

50.00. 00.000 (Fifty Crores Rupees only) consisting of

50.00. 00.000 (Fifty Crores) Equity Shares of 1/- (Rupee One)
each to 100,00,00,000 (One Hundred Crores Rupees only)
consisting of 100,00,00,000 (One Hundred Crores) Equity Shares
of 1/- (Rupee One) each., E-voting of the said postal ballot
started on 24th April, 2022 and ended on 24th May, 2022 and
result of which declared on 25th May, 2022 with scrutinizer''s
report.

ii. Change in authorised capital of the Company from

100.00. 00.000 (One Hundred Crores Rupees only) consisting of

100.00. 00.000 (One Hundred Crores) Equity Shares of 1/-
(Rupee One) each to 130,00,00,000 (One Hundred and Thirty
Crores Rupees only) consisting of 130,00,00,000 (One Hundred
and Thirty Crores) Equity Shares of 1/- (Rupee One) each., E-
voting of the said postal ballot started on 8th February, 2023 and
ended on 9th March, 2023 and result of which declared on 13th
March, 2023 with scrutinizer''s report.

During the year under review, the Company has allotted Bonus
Issue 1:1 by issuing 50,00,00,000 (Fifty Crores Only) Equity
shares of Rs. 1 each amounting to Rs. 50,00,00,000 (Fifty Crores
Only) out of Free Reserves as per Financial Statements of the
Company as on 31st march, 2022. The paid-up share capital of the
company as on date is Rs. 100,00,00,000 (One Hundred Crores
Only). As on 31st March, 2023 none of the Directors of the
Company hold instruments convertible into Equity Shares of the
Company.

1. DIVIDEND

The Board of Directors has recommended a Final Dividend @ Rs.
0.001/- per share (i.e. 0.1%) on equity shares of face value of Rs.
1/- each for the Financial Year ended March 31,2023, subject to
the approval of the shareholders in the ensuing Annual General
Meeting. The Dividend Distribution Policy of the Company can be
accessed at

http://www.mishtann.com/uploads/specitication/Dividend%20Di

stribution%20Policy.pdf

In view of the changes made under the Income Tax Act, 1961, by

the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Shareholders. The
Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source, wherever applicable.

TRANSFER OF UN-CLAIMED DIVIDENDS6. GENERAL RESERVES

During the year under review Rs. 49,92,25,748/- has been
transferred to General Reserves.

7. CHANGE IN NATURE OF BUSINESS

During the Financial Year 2022-23 the Company has not
commenced any new business nor discontinued/sold or disposed
of any of its existing businesses or hived off any segment or
division.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

During the year under review, the company has incorporated new
Wholly-owned Subsidiary of the Company i.e. Grow and Grub
Nutrients FZ-LLC in U.A.E. on 19th April, 2023.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTED AND RESIGNED DURING THE YEAR

Mr. Hiteshkumar Patel, Managing Director (DIN: 05340865) and
Mr. Keval Bhatt, Non-Executive and Non-Independent Director
(DIN: 07620270), retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for
reappointment.

The term of appointment of Mr. Navinchandra Dahyalal Patel,
Whole-Time Director (DIN: 05340874) of the Company completed
on 27th August, 2022. The Board of Directors at their Meeting
convened on 7th September, 2022 approves his reappointment
and remuneration for the term of five years with effect from 28th
August, 2022 to 27th August, 2027 subject to the approval of the
shareholders at the ensuing General Meeting

10. PARTICULARS OF EMPLOYEES & EMPLOYEE
REMUNERATION

Information as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and a

statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in
Rule 5(2) and 5(3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is annexed
hereto as âAnnexure - Aâ and forms part of this report.

None of the employees of the Company drew remuneration in
excess of the limits set out in the said rules during the year. No
employee was in receipt of remuneration during the year or part
thereof which, in the aggregate, at a rate which is in excess of the
remuneration drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse
and dependent children, not less than two percent of the equity
shares of the company. Hence, no information is required to be
furnished as required under Rule, 5(2) and 5(3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

11. BOARD MEETINGS

During the year, Seven Board Meetings were duly held. The details
of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

BOARD COMMITTEES

The Board has following Committees, viz,

1. Audit Committee

2. Stakeholders'' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (constituted on 11th July,
2022)

The details of the Committees along with their composition,
number of meetings and attendance at the meetings are provided
in the Corporate Governance Report.

12. POLICIES

In pursuance of the Act and the Listing Regulation, the following
policies have been framed and disclosed on the Company''s
website www.mishtann.com

I. Board Diversity Policy

ii. Nomination and Remuneration Policy

iii. Policy for determining Material subsidiaries

iv. Policy on preservation of docs

v. Related Party Transactions Policy

vi. Terms and conditions of appointment of Independent Directors

vii. Whistle Blower Policy

viii. Familiarization program for Independent Directors

ix. Fair Disclosure Code

x. Policy on archival of Documents

xi. Policy for determination of materiality

xii. Corporate Social Responsibility Policy

xiii. Risk Management Policy

xiv. Dividend Distribution Policy

13. FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the
Companies Act, 2013 read with Regulation 17 of the listing
regulations, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as
well as the evaluation of its Committees. A structured
questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the
Board''s functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A
separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest
of the Company and its minority shareholders etc. The
performance evaluation of the Independent Directors was carried
out by the entire Board. The Directors expressed their satisfaction
with the evaluation process.

14. STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTOR(S)

Pursuant to the requirements of Section 149(7) of the Companies
Act, 2013, the company has received the declarations from all the
independent directors confirming the fact that they all are meeting
the eligibility criteria as stated in Section 149(6) of the Companies
Act, 2013.

The Independent Directors have complied with the Code of
Conduct for Independent Directors prescribed in Schedule IV of the
Companies Act, 2013 and the Code of conduct formulated by the
Company as hosted on the Company''s Website i.e. www.
Mishtann.com.

The Board is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the
Board. Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have
included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

15. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The salient features of Nomination & Remuneration
Policy of the Company is disclosed in the Corporate Governance
Report the web address of the Nomination and Remuneration
policy is

http://www.mishtann.com/uploads/specification/nomination-

and-remuneration-policy.PDF

16. AUDIT AND AUDITORS
â¢ STATUTORY AUDITORS

1. Pursuant to the provisions of Section 139(2) of the
Companies Act, 2013 and rules made thereunder, M/s. J.M.
Patel & Bros., Chartered Accountants, Ahmedabad (Firm
Registration No. 107707W) were appointed as Statutory
Auditors of the Company for period of 5 years, to hold office
upto the conclusion of 43rd Annual General Meeting of the

Company.

The Auditors'' Report for the financial year 31st March, 2023 is
unmodified, i.e. It does not contain any qualification, reservation,
adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company during the financial year
under review.

â¢ SECRETARIAL AUDITOR

IPursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
appointed Mr. Kamlesh M. Shah, Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of your Company
for the financial year 2022-2023.

The Secretarial Auditor Report u/s 204 of the Companies Act,
2013 in the Format MR-3 is annexed to this Report as âAnnexure -
Bâ

There has been no qualification, reservation, adverse remark or
disclaimer given by the Secretarial Auditors in their Report except
the following:

Details of compliance/ non-compliance/ late compliance / late
submissions for various regulations of SEBI (LODR) 2015 during
the year 31/03/2023 and the penal actions if any taken by the stock
exchanges against the company and payment of penalty if any
made by the company.

NO.

Compliance

Requirement

(Regulations/

circulars /

guidelines

including

specific

clause)

Regulation/
Circular No.

Deviations

Type of
Action
Advisory /

Action Clarification/ Details
Taken Fine / of
by Show Cause Violation
Notice/

Warning,

etc.

Fine

Amount

Observa

tions /

Remarks

of the

Practicing

Company

Secretary

Management

Response

Remarks

Notice for NonÂ¬
Compliance
with Regulation
21(2) of SEBI
(LODR)
Regulations,
2015

Regulation

21(2)

Non-Comp
liance with
Constitution
of Risk
Manage
ment

Committee

Penalty

Impos

Penalty Letter
(Show Cause
Notice)

Non-Com
pliance
with Cons
titution of
Risk Man
agement
Commi
ttee

182000

Company

has Made

the Waiver

Application

in respect

of Penalty

Letter

Received

from

Bombay

Stock

Exchange

and taken

on Note

for

future

Complian

ces.

Company has
made waiver
application to
Bombay
Stock
Exchange.

Waiver

Application

is been

approved

and

taken

Record
by the
Bombay
Stock
Exchange.

Notice for NonÂ¬
Compliance
with

Regulation
23(9) of SEBI
(LODR)
Regulations,
2015

Regulation

23(9)

Delay

Submission

Penalty

Impos

Penalty Letter
(Show Cause
Notice)

Non-Com

pliance

with

Party

Disclo

sure

35400

Company
has paid
the Penalty
which is
imposed
by

Bombay
Stock
Exchange
and taken
on Note
for future
Complian
ces.

Company has
made waiver
application
to Bombay
Stock
Exchange.

Notice for NonÂ¬
Compliance
with

Regulation
13(1) of SEBI
(LODR)
Regulations,
2015

Regulation

13(1)

Delay

Submission

Penalty

Impos

Penalty Letter
(Show Cause
Notice)

Delay in
Submissi
on of I
nvestor
Grievance
Statement
Period
from
period
Septem
ber11,
2022 to
October
10, 2022

18360

Company
has paid
the Penalty
which is
imposed
by

Bombay
Stock
Exchange
and taken
on Note
for future
Complian
ces.

Notice for NonÂ¬
Compliance
with Regulation
13(1) of SEBI
(LODR)
Regulations,
2015

Regulation

13(1)

Delay

Submission

Penalty

Impos

Penalty Letter
(Show Cause
Notice)

Delay in
Submis
sion of
Investor
Grievance
Statement
Period
from
period
October
11, 2022
to

Novem

ber

10, 2022

49680

Company
has paid
the Penalty
which is
imposed
by

National
Stock
Exchange
and taken
on Note
for future
Complian
ces.

In accordance with the SEBI Circular dated February 8, 2019 read
with Regulation 24A of SEBI Listing Regulations, the Company has
obtained an Annual Secretarial Compliance Report from M/s.
Kamlesh M. Shah, Practising Company Secretaries, confirming
compliances with all applicable SEBI Regulations, Circulars and
Guidelines for the year ended March 31,2023

17. INTERNAL AUDIT & CONTROLS policy is

The company has appointed Mr. Gaurang Khatri as an internal
auditor for FY 2022-2023, the accounting and other system have
been designed in such a manner that review of entire process for
safeguarding the assets of the company, its operational efficiency,
and effectiveness of the systems are taken care of properly. Their
scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the

internal control strengths in all areas. Internal Auditors findings are
discussed with the process owners and suitable corrective actions
taken as per the directions of Audit Committee on an ongoing basis
to improve efficiency in operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

deficiencies, no material weakness in the design or operation of
any control was observed. Nonetheless your Company recognizes
that any internal control framework, no matter how well designed,
has inherent limitations and accordingly, regular audits and review
processes ensure that such systems are re-enforced on an
ongoing basis. The internal financial controls with reference to the
Financial Statements are commensurate with the size and nature
of business of the Company.

18. EXTRACT OF ANNUAL RETURN

The Annual Return for financial year 2022-23 as per provisions of
the Act and Rules thereto, will be available on the Company''s
website at

http://www.mishtann.com/relation.php?category=annual-return

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

SEBI, vide its circular dated 10th May, 2021, made Business
Responsibility and Sustainability Report (BRSR) mandatory for the
top 1,000 listed companies (by market capitalization) from
financial year 2023.

Your Company not being covered under top 1000 companies,
BRSR is not applicable to it.

20. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
Vigil Mechanism for directors and employees to report genuine
concerns has been established. The web link of Vigil Mechanism
Policy on the website of the Company is
http://www.mishtann.com/relation.php?category=disclosures-
and-policies

21. RISK MANAGEMENT

IThe Risk Management Policy as per provisions of the Act and
Rules thereto and Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, will be available on
the Company''s website at

http://www.mishtann.com/uploads/specitication/RISK%20MANA

GEMENT%20POLICY-1.pdf

IThe Risk Management Committee held its meetings on
11.07.2022 and 30.03.2023 in which all members were present.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
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 RELATE AND THE DATE OF THE REPORT

During the Financial Year 2022-2023 there were no Material
changes occurred subsequent to the close of the financial year of
the Company to which the balance sheet relates and the date of the
report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS
IN FUTURE

During the financial year under review, no significant and material
orders were passed by the Indian Regulators or Courts or Tribunals
that would impact the going concern status of the Company and its
future operations.

24. PUBLIC DEPOSITS

Your Company has not accepted / renewed any deposits from the
public during the Financial Year 2022-2023.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186

Particulars of loans given, investments made, guarantees and
securities provided under section 186 of the Companies Act, 2013
are provided in the notes of Standalone Financial Statement.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions executed by the Company during the financial year
with related parties were on arm''s length basis and in ordinary
course of business. All such related party transactions were
placed before the Audit Committee for approval, wherever
applicable. Particulars of the contracts or arrangement with related
parties referred into Section 188 (1) of the Companies Act, 2013,
in prescribed Form AOC -2 is attached as âAnnexure - Câ.

27. CORPORATE GOVERNANCE

The Company has been proactive in the following principles and
practices of good corporate governance. A report in line with the
requirements of Regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the report on
Management Discussion and Analysis and the Corporate
Governance practices followed by the Company and the Auditors
Certificate on Compliance of mandatory requirements are given as
an âAnnexure - Dâ respectively to this report.

Your Company is committed to the tenets of good Corporate
Governance and has taken adequate steps to ensure that the
requirements of Corporate Governance as laid down in Regulation
27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange, the
Corporate Governance Report, Management Discussion and
Analysis and the Auditor''s Certificate regarding compliance of
conditions of Corporate Governance are attached separately and
form part of the Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of
the SEBI Listing Regulations is annexed to the report.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Company has only one female Employee, it is beyond the
practicality to constitute a local compliance committee but a
system has been put in place to protect Female Employee(s) from
sexual harassment. During the year Company has not received any
complaint of harassment.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, pursuant to
Section 134(3)(m) of the Companies Act 2013 read with the Rule 8
of Companies (Account) Rules, 2014 is given in âAnnexure - Eâ.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 read with
Schedule VII of the Companies Act 2013, the Board has
constituted Corporate Social Responsibility Committee.

The Annual Report on CSR activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is set out as
âAnnexure - Fâ forming part of this Report.

Brief terms of reference for the CSR Committee include:

1. To formulate a CSR policy which shall indicate activities to be
undertaken by the Company.

2. To recommend the CSR policy to the Board.

3. To recommend the amount of expenditure to be incurred on the
activities.

4. To monitor the policy from time to time as per the CSR policy.

The complete policy of Corporate Social Responsibility is
displayed on the company''s website at i. e.
http://www.mishtann.com/uploads/specifcation/Mishtann%20F
oods%20Limited-

%20Corporate%20Social%20Responsibility%20Policy.pdf

32. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall
state thatâ

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

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

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

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

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

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

33. MAINTENANCE OF COST RECORDS

The Central Government has not specified for the maintenance of
cost records under section 148(1) of the Act for any goods sold or
services rendered by the company.

34. LISTING WITH STOCK EXCHANGES

The Company has listed its Equity Shares on BSE Limited and
Metropolitan Stock Exchange of India Limited.

35. SECRETARIAL STANDARDS

The Directors State that applicable Secretarial Standards - 1,2,3
and 4 issued by the Institute of Company secretaries of India
relating to ''Meetings of the Board of Directors'' and General
Meetings'',

''Payment of Dividend'' and ''Report of the Board of Directors''
respectively, have been duly followed by the Company.

36.OTHER DISCLOSURES

i. During the year under review, The Central Goods and Services
Tax, Commissionerate, Gandhinagar (âCommissionerateâ) had
initiated investigation against our Company and our Promoter
Hiteshkumar Gaurishankar Patel by conducting simultaneous
inspection under Section 67(1) of the CGST Act, 2017 at our
factory and Registered Office. Pursuant to the inspections, it was
alleged that the Commissionerate gathered evidence regarding
supply of ''Basmati rice'' of various quality/grades by our Company
without payment of applicable GST by wrongly availing the
exemption provided under the Notification. No 02/2017 &
28/2017-CT (Rate) dated June 28, 2017 and September 22, 2017.

Pursuant to the above, the Commissionerate arrested our
Promoter under Section 132(1)(a) of the CGST Act, 2017 and a
criminal complaint was fled by Superintendent, Central GST &.
Central Excise, Gandhinagar against our Company and our
Promoter Hiteshkumar Gaurishankar Patel before the Additional
Chief Metropolitan Magistrate, Ahmedabad under Sections 132
and 137 of the CGST Act/ GGST Act, 2017. Our Promoter has been
released on bail and the matter is currently pending.

ii. Due to a major outbreak of fire at the Registered Office of our
Company on May 6, 2022, a significant portion of the corporate,
accounting, financial, legal and other statutory records, including
but not limited to original and digital records of the minutes of the
meetings of the Board of Directors, its committees, Shareholders,
agreements executed with Directors, related parties, customers,
suppliers and other supporting documents and/or RoC flings of
our Company post-acquisition until May 2022 were destroyed.
While statutory flings including RoC flings, certain minutes of
meetings of Board of Directors, its committees, Shareholders,
etc., were available in the digital records maintained by the RoC,
however internal records such as Form MBP-1, Form DIR-8,
signed minutes of meetings of Board of Directors, its committees,
Shareholders, agreements, etc., which were not required to be
fled with the RoC, were destroyed in the fire and therefore cannot
be retrieved by our Company.

iii. The company''s Rights Issue Committee of the Board of
Directors, at its meeting held on May 24, 2023 has considered and
approved the Draft Letter of Offer dated May 24, 2023 (the âDraft
Letter of Offerâ) in relation to the rights issue of the Company (the
âIssueâ) for an amount not exceeding 15,000 Lakhs, with
Securities and Exchange Board of India (âSEBIâ) and with BSE
Limited and Metropolitan Stock Exchange of India Limited (the
âStock Exchangesâ). The Draft Letter of Offer has been fled with
SEBI for issuing of observations thereon and with the Stock
Exchanges for seeking their in-principle approval for the proposed
Issue and listing of Equity Shares, issued pursuant to the same.
However, due to market conditions and strategic considerations,
the Board of Directors of the Company, at its meeting held on June
26, 2023 have approved the withdrawal of the DLOF, in
consultation with the Lead Managers to the Issue, namely, PNB
Investment Services Limited and GYR Capital Advisors Private
Limited.

ACKNOWLEDGMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support
during the year.

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet
challenges was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board

Date: 05-09-2023 Hiteshkumar Gaurishankar Patel Navinchandra Dahyalal Patel

Place: Ahmedabad Managing Director Director

(DIN: 05340865) (DIN: 05340874)

Mar 31, 2018

To,

The Members Mishtann Foods Limited

The Directors have pleasure in presenting Annual Report of the Company together with Audited Statements Accounts including Consolidated Financial Statement for the financial year ended on 31st March, 2018.

1. Consolidated Financial Results And Operational Review:

PARTICULARS	YEAR ENDED 31-03-2018	YEAR ENDED 31-03-2017
GROSS SALES/INCOME	4,905,971,114	2,580,062,721
LESS DEPRECIATION	20,050,124	20,392,019
PROFIT/(LOSS) BEFORE TAX	84,777,459	22,306,121
TAXES/DEFERRED TAXES	26,902,606	10,633,346
PROFIT/(LOSS) AFTER TAXES	57,874,853	11,672,775
P& L BALANCE B/F	16,308,550	4,635,776
PROFIT/ (LOSS) CARRIED TO BALANCE SHEET	74,183,403	16,308,551

Above mentioned figures were derived from audited consolidated Balance Sheet for the financial year ended on 31st March, 2018.

2. Brief description of the Companyâs working during the year

During the year under review, the Company has earned income of Rs.4,90,59,71,114 as compared to Rs.2,580,062,721 of previous year. The Company has made profit of Rs. 57,874,853 as compared to Rs.11,672,775. Continuous stern Efforts are being made to improve the performance of the Company.

3. Change in the nature of business

The Company has not changed its main object during the year under review.

4. Dividend

Since the Company has made profit, the directors recommended dividend @ 0.2% i.e Rs. 0.02/- per equity share of face value Rs. 10 each, amounting to Rs.1,000,000/- alongwith Dividend Distribution Tax of Rs.203,576/- during the year under review.

5. Reserves

The Board of Directors of the company has carried an amount of Rs.57,874,853 to Reserve & surplus.

6. Change of Name

The Company has not changed its name during the year under review.

7. Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued any shares with differential rights during the year under review.

ISSUE OF SWEAT EQUITY SHARE

The company has not issued any sweat equity shares during the year under review

ISSUE OF EQUITY SHARE

During the year under the review, the paid up share capital of the company has been increased from Rs.10,01,61,000/- to Rs. 31,01,91,000/-through issue of 2,10,03,000 equity shares to Promoters and Non- Promoters on preferential basis, of face value of Rs.10/- each, at a price of Rs. 10/- each and got listing permission of BSE Limited on dated 05th April, 2018.

8. Directors and Key Managerial Personnel Appointed and Resigned during the year

Mr. Ravikumar G. Patel, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year Company has appointed Mr. Jatinkumar R. Patel & Mr. Navnichandra D Patel as Whole Time Directors. Ms. Roshni Shah resigned from the post of Company Secretary cum compliance officer of the Company on 07/07/2017. The company has appointed Ms. Sugandha Goyal as Company Secretary cum compliance officer of the Company on 10/08/2017.

9. Particulars of Employees& Employee Remuneration

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum Rs.8,50,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

10. Board Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, fifteen Board Meetings were duly convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. Board Evaluation

The Nomination and Remuneration Committee of the Board constituted under Section 178 of the Companies Act, 2013 has been made responsible for carrying out evaluation of every Directorâs performance. The Board has evaluated its own performances, its committees and all individual Directors i.e. both Independent and Non Independent considering attendance, contribution at the Meetings and otherwise, adherence of Code of Conduct and Business ethics, monitoring of regulatory complianceâs etc. All the Directors of the Company are found to be persons of having sound knowledge and vast experience in their respective areas and their association with the Company is considered to be beneficial to the Company.

12. Statement of Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. Remuneration Policy

14. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has one subsidiary company named Mishtann Agro Private Limited. Financial Details of the company is as under:

Financial Details of the company is as under:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms Rupal Patel, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of your Company for the financial year 2017-18.The report in Form MR-3 is annexed herewith and marked

(Amount in Rs.)

PARTICULARS	YEAR ENDED 31-03-2018	YEAR ENDED 31-03-2017
GROSS SALES/INCOME	1,324,687,911	13,556,152
LESS DEPRECIATION	1,335,958	1,535,274
PROFIT/(LOSS) BEFORE TAX	1,740,328	(1,711,775)
TAXES/DEFERRED TAXES	â	(15260)
PROFIT/(LOSS) AFTER TAXES	1,740328	(1,696,515)
P& L BALANCE B/F	(1,380,828)	315,687
PROFIT/ (LOSS) CARRIED TO BALANCE SHEET	359,500	(1,380,828)

However, Mishtann Agro Private Limited is creased to be subsidiary Company of Mishtann Foods Limited w.e.f. 14th May, 2018 and the same has been taken on record by the Board of Directors at their meeting held on 14th May, 2018 and intimated to the BSE Limited.

15. Auditors

The Auditors, M/S. Rahul Kakani & Associates, Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next.

16. Auditors Report

The Auditors Report does not contain any qualification. Note to Accounts and Auditors remarks in their report are self -explanatory and do not call for any further comment.

17. Audit Committee

In pursuance of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Audit Committee and the details in pursuance of Section 177(8) of the Companies Act, 2013 in respect of composition of Audit Committee of the Company is given in Corporate Governance Report of the Company.

18. Secretarial Audit Report as âAnnexure- 1â to this Report.

Explanatory Reply for qualification under Secretarial Audit Report:

- Promoter holding of the Company is not in demate form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company noted the same and the Company is in process of achieving 100% promoter holding in demate form and comply with the requirement of above mentioned regulation.

- The Company is in process of obtaining factory License under Factory Act and is of the Opinion that the Factory license will be received very soon.

- The Company is in process of complying with the requirement as to appointment of Independent Director.

19. Internal Audit & Controls

Though the company has appointed Mr. Nirav Patel as an internal auditor, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, and effectiveness of the systems are taken care of properly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20. Issue of employee stock options

The company has not issued any employee stock options during the year under review.

21. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.mishtann.com/relation.php?category=disclosures-and-policies

22. Risk management policy

Risk management is embedded in your companyâs operating framework. Your company believes that managing risk helps in maximizing returns. The companyâs approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Companyâs reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

23. Extract Of Annual Return status and companyâs operations in future

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure 2.

24. Material changes and commitments, if any, 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 relate and the date of the report

There is no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the year under review.

26. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has adequate of internal financial controls with reference to the Financial Statements during the year under review.

27. Deposits

Your Company has not accepted / renewed any deposits from the public during the year under review.

28. Particulars of loans, guarantees or investments under section 186

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of standalone and consolidated financial statement.

29. Particulars of contracts or arrangements with related parties

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There were 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.Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as âAnnexure - 3â.

30. Corporate Governance

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Corporate Governance Report, Management Discussion and Analysis and the Auditorâs Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

31. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2018 and annexed to this Report.

32. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

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.

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are given in Annexure: 5.

34. Corporate Social Responsibility (CSR):

Your Board of Directors have constituted Corporate Social Responsibility Committee at Board meeting held on 09/07/2018 and approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as applicable to the Company pursuant to Audited Financial Statement for financial year 2017-18.

The following is the list of CSR projects or programs which Mishtann Foods Limited plans to undertake pursuant to Schedule VII of the Companies Act, 2013:

NO.	Subject	Purpose
1	School	To Promote Education
2	Hospital	To reducing child mortality and improving maternal health
3	Empowering Women	For promoting gender equality

(1) The Composition of the CSR Committee.

The Board of Directors of the Company shall constitute a Corporate Social Responsibility Committee of the Board (âCSR Committeeâ) consisting of three or more directors, out of which at least one director shall be an independent director.

The CSR Committee shall -

- Formulate and recommend to the Board, a CSR policy and activities to be undertaken by the company as per Schedule VII;

- Recommend the amount of expenditure to be incurred on the activities; and

- Monitor the Policy of the company from time to time.

The CSR Committee includes Three Directors namely

Mr. Bhaveshkumar Patel	Independent Director	Chairman
Mr. Devalkumar Patel	Independent Director	Member
Mr. Ravikumar Ramanbhai Patel	Independent Director	Member

(2) Average net profit of the company for last three financial years Rs. 1,18,45,240/-.

(3) Prescribed CSR Expenditure (two per cent. of the amount as in item 2 above) Rs. 2,36,905/- against which Company could spent Rs.2,36,905/- during the financial year 2017-2018.

(4) Details of CSR spent during the financial year: Not Applicable

(5) In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report: Not Applicable

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

35. Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. Directorsâ Responsibility Statement

The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

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

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

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

- The directors had prepared the annual accounts on a going concern basis; and

- The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

41. Transfer of Amounts to Investor Education and Protection Fund

The Company does not have any funds lying as unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

42. Listing With Stock Exchanges

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to BSE where the Companyâs Shares are listed.

43. Secretarial Standards

The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directorsâ and General Meetingsâ respectively, have been duly followed by the Company.

44. Acknowledgments

The management is grateful to the government authorities, Bankers, Vendors, farmers for their continued assistance and co-operation. The Directors wish to place on record the confidence of members in the company. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For & on behalf of the Board of Director

Mishtann Foods Limited

Sd/-

Hiteshkumar Patel

Date : 13th August,2018 Managing Director

Place : Ahmedabad DIN: 05340865

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