Marshall Machines Ltd

RESERVES

No amount is being transferred to reserve & surplus during the period under review.

DIVIDEND

Keeping in view the present economic situations, the board recommends retaining the earnings in the Company, hence, the Board has not recommended any dividend on the equity share capital of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

OPERATIONAL REVIEW AND STATE OF AFFAIR

Yours Company is engaged in a single segment i.e. developing, manufacturing and marketing of Machines Tool Equipment including wide range of single spindle, patented double and four spindle CNC machines, automated robotic solutions and patent pending IOTQ suit of intelligent equipment. Therefore, disclosure requirements as required under Accounting Standard (AS)-17 issued by Institute of Chartered Accountant of India, are not applicable.

During the period under review, your Company has reported total Income of Rs. 2840.53 lakhs for the financial year ended 31^st March, 2024 as compared to Rs. 3449.53 lakhs in the previous year and the net profit / Loss (Total comprehensive income) for the year under review amounted to Rs. -560.13 lakhs in the current year as compared to Rs. -644.88 lakhs of previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of the business of your Company during the year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were No Material changes and commitment affecting the financial position of the Company in the financial year to which these financial statements relate other than the position of sales and profits as per the financials for 31.03.2024.

CHANGES IN SHARE CAPITAL

During the year the company had came out with the right issue of shares and 93,51,217 Equity Shares were allotted on 31.10.2023. The new share Capital of the Company as on 31.03.2024 is Rs. 23,90,12,170/-

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

Your Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARES

Your Company has not issued any sweat equity shares during the year under the review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

Your Company has not issued any Employee Stock Option Scheme and Employee Stock Purchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company's Board comprised Eight Directors as on 31^st March, 2024, viz, Mr. Gaurav Sarup-Managing Director, Mr. Prashant Sarup-Whole Time Director cum CFO, Mr. Siddhant Sarup-Whole Time Director, Mrs. Archana Sarup-Whole Time Director, Mrs. Rita Aggarwal Non-executive Independent Director and Mr. Satvinder Singh - Independent Directors, Mr. Anil Singla Non-Executive Independent Director, Mr. Surinder Bir Singh- Non-Executive Independent Director The Board, therefore, presently comprises of Eight Directors.

APPOINTMENT / RE-APPOINTMENT / RETIREMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In order to ensure compliance with Section 152(6) of the Act, the Board has considered Mr. Gaurav Sarup (DIN: 00777489) who shall retire by rotation at the ensuing AGM and being eligible, offers himelf for re-appointment, for ensuring compliance with Section 152(6) of Act.

During the year under review the following directors had been appointed or resigned from the Company:

The reappointment of the following directors is due and is proposed in the ensuing AGM

1. Mr. Gaurav Sarup, Managing Director 2. Mr. Prashant Sarup, Wholetime Director 3. Mrs. Archana Sarup, Wholetime Director

DECLARACTION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6). They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

Mr. Gaurav Sarup-Managing Director, Mr. Prashant Sarup-Whole Time Director cum CFO, Mr. Siddhant Sarup-Whole Time Director, Mrs. Archana Sarup-Whole Time Director and Ms. Gauri Agarwal-Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and rules made thereunder.

BOARD MEETINGS

The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days to review Company's policies and strategies apart from the Board matters. The notices of the meeting were given in advance. Additional meetings were held on the basis of the requirements of the Company. During the year under review, the Board of Directors met Twelve (12) times on:

MEETING OF MEMBERS

During the year under review, an Annual General Meeting of the Company was held on Friday, 29^th day of September, 2023 respectively and resolutions passed by way of postal ballot dated 11.08.2023 and 03.11.2023

COMMITTEES OF BOARD

In accordance with provisions of Companies Act, 2013 read with rules and regulations made thereunder and further read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted following Committees:

Audit Committee

Nomination and Remuneration Committee Stakeholder Relationship Committee Corporate Social Responsibility Committee Finance Committee

APPOINTMENT AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a policy for Appointment and Remuneration of Directors, Senior Management and other employees as provided under Section 178(3) of the Companies Act, 2013. The Company's Policy of Appointment and Remuneration includes criteria for determining Qualification, Positive Attributes, Independence of Directors and other matters, as required under Section 178(3) of the Companies Act, 2013. The policy also laid down the criteria for determining the remuneration of directors, key managerial personnel and other employees. The Appointment and Remuneration Policy of the Company is available on the Company's website and can be accessed at link: https://marshallcnc.com/wp-content/uploads/2020/11/Nomination-and-Remuneration-Policy.pdf

BOARD EVALUATION

The provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, mandate that a formal annual performance evaluation is to be made by the Board of its own performance and that of its Committee and individual Directors and Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Directors being evaluated.

The Board carried out a formal annual performance evaluation as per criteria/framework laid down by the Nomination and Remuneration Committee and adopted by the Board. The evaluation was carried out through a structured evaluation process to evaluate the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behaviour, leadership qualities, level of engagement and contribution, independence of judgement, decision making ability for safeguarding the interest of the Company, stakeholders and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors in their meeting held on 24.02.2024 The Board was satisfied with evaluation process and approved the evaluation results thereof.

REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS During the year under review, no employee of the Company received salary in excess of the limits as prescribed under the Act. Accordingly, no particulars of employees are being given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details pertaining to the ratio of the remuneration of each director to the median employee‘s remuneration and other prescribed details 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 are annexed herewith as Annexure - B and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement pursuant to provision of Section 134(3)(c) of the Companies Act, 2013, that: (a) in the preparation of the accounts for the financial year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relation 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 a give true and fair view of the state of affairs of the Company at the end of the said financial year and of the profit and loss of the company for the said financial year; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the accounts for the year ended 31^st March, 2024 on a going concern basis; (e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. (f) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has a proper and adequate system of internal control, to ensure that all assets are safeguarded, properly utilized and protected against loss from un-authorized use or disposition and those transactions are authorized and recorded by the concerned departments properly and reported to the Audit Committee/Board correctly. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time and no re-portable material weakness in the design or operation has been observed so far.

However, the statutory auditor has reported that “there was no proper quarterly and annual Internal Audit plan and documentation of the quarterly/ annual audit available. The Internal Auditor has not covered many areas for audit i.e., Inventory, Financing, Human Resources, confirmations from Trade Receivables and Trade Payables, Compliance and Information Technology (IT systems). Company should re-visit the existing internal audit plans and procedures and strengthen them since there are requirement of improvements.”

The items stated and suggested by the statutory auditor have been taken a note of and the Company shall implement such practices from here onwards.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your company did not have any subsidiary, associate and joint venture company except the company had invested in two subsidiaries:

1. MARPTS TRADING PRIVATE LIMITED (CIN: U46599PB2023PTC058625) Date of incorporation 26/05/2023

2. MAR-TURN SOLUTIONS PRIVATE LIMITED (CIN: U28221PB2023PTC058688)

Date of incorporation 30/05/2023

It is also hereby stated that the company had sold off its investments in the above subsidiaries on 20.09.2023 and they had ceased to be subsidiaries of the Company w.e.f. 20.09.2023

DEPOSITS

During the year under review, your company neither accepted any deposits nor there any outstanding at the beginning of the year which were classified as deposit in term of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence requirements of furnishing details of deposits which are not in compliance with Chapter V of the Companies Act, 2013, is not applicable. However, the advance from customers on account of trade advances which are more than one year old amounting to Rs. 296.85 Lacs.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under the review, the Company has not given any loan, guarantee, provided security to any person or other body corporate or acquired by the way of subscription, purchase or otherwise, the securities of anybody corporate, exceeding the limit prescribed under section 186 of the Companies Act, 2013.

PARTICULAS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

All related party transactions entered into during financial year 2023-24 were on an arm's length basis and in the ordinary course of business. Accordingly, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company.

The details of the transactions with related parties, if any, are provided in the accompanying financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy can be accessed on the website of the Company at link https://marshallcnc.com/wp-content/uploads/2020/11/CSR-Policy.pdf

During the year under review, the provisions were not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is annexed as Annexure - D herewith and forms part of this Report.

RISK MANAGEMENT

The Company has adopted Risk Management Policy which has been approved by the Board of Directors of the Company. The aim of the Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling and monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The Risk Management policy can be accessed on the Company‘s website at the link: https://marshallcnc.com/wp-content/uploads/2020/11/RISK-MANAGEMENT-POLICY.pdf

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company promotes ethical behaviour in all the business activities and has put in place a mechanism wherein employees are free to report illegal or unethical behaviour, actual or suspected fraud or violation of Company's Code of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company. The whistle blower policy is duly communicated with your Company. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Vigil Mechanism/Whistle Blower Policy can be accessed on the Company‘s website at the link: https://marshallcnc.com/wp-content/uploads/2020/11/WHISTLE-BLOWER-POLICY.pdf

AUDITORS

STATUTORY AUDITORS

M/s. S. Sood & Co., Chartered Accountants, Firm Registration No. 010801N, were appointed as Statutory Auditor of the Company by the Members of the Company, for the term of five consecutive years starting from the conclusion of the 22^nd Annual General Meeting up to conclusion of the 27th Annual General Meeting of the Company to be held in the year 2021. Thereafter they were reappointed in the years 2021 and 2022 further in the year they were reappointed for a period of One Year, commencing from 29th Annual General Meeting held in the year 2023 till the conclusion of 30th Annual General Meeting to be held in the year 2024, at a remuneration to be decided by the Managing Director of the company.

The Board has appointed M/s JM and Associates, Chartered Accountants (FRN: 011270N), (Peer review certificate number 014571 valid up to 31/08/2026) for a period of one year commencing from the Conclusion of the ensuing AGM(2024) till the AGM to be held in the year 2025 for FY 2024-25, subject to approval by the members.

AUDIT REPORT

The Statutory Auditors have submitted Audit Report on the Financial Statements of the Company for the financial year ended 31^st March, 2024. The observations and comments given by the Auditors in their Report read together with the Notes to the Accounts are self-explanatory except the following:

Qualification Remark

1. Trade Receivables amounting to Rs. 612.71 Lacs are pending for realization for more than 3 years, Company had sent communications to its Debtors to confirm the Balances. but only 6 Debtors have confirmed the Balances out of total 198 Debtors count.

Management Comments: The Debtors are good & fully realisable, due to COVID, our relationship with many Customers was affected and recently due to Cash flow issues (before right issue), we were unable to fulfil many orders on time on time. due to this some Debtors have not responded to Balance Confirmation request from Company. However as things improve we are certain to realize the funds.

2. No Balance Confirmation Certificate of HDFC Bank Limited as on 31^st March, 2024 is available with the Company, in the absence of such confirmation, we are unable to comment on its current status as a Standard Asset in the Bank.

Management Comments: The Balances of HDFC Bank Limited are duly reconciled with the bank statements & the same is also produced before the Auditors and balance is verified by them as on 31.03.2024 (as per Bank Statement). The due amount outstanding Rs. 16.78 Lacs (for CC Interest) is duly recorded in the books & hence as per Management, the impact of Qualification is NIL. Also, post Audit the Company has arranged the Certificate regarding Account status (as Standard) from HDFC Bank.

Emphasis of Matters

1. The Company has transferred Funds out of its Right Issue Proceeds to its Director and Other Parties Bank account to make some payments.

Management Comments: The Company has transferred some funds to its Employee's Imprest & Directors account to meet regular day-to-day expenses of Company & payment of some statutory dues & repayment of loans to Banks/NBFC's. Also, Company has ensured that the Funds are fully used for the specified purposes only & unused funds (if any) is returned to the Company.

2. The Company has disclosed impact of its pending litigations in the books of accounts, except in One case which has been shown under Contingent Liability. However, no interest has been provided in the books of accounts since the decision of the cases are pending.

Management Comments: The Directors are of the opinion that there will not be any financial liability in the said cases in view of the nature of these litigations.

3. Company is not regular in repayment of its loans and interest thereon to the financial institutions and banks. Loan facilities of some Banks have been classified as Substandard/written off.

Management Comments: There was some delay in Re-payment of Loans, due to certain order delays and delay in lifting of orders from customers, thus leading to a temporary cash crunch.

4. Company has taken Trade Advances from its Customers amounting to Rs. 364.34 Lacs. This includes advances of Rs. 296.85 Lacs which are more than a year old. Balances of Sundry Advances are subject to confirmation and reconciliations.

Management Comments: Trade advance is taken as per terms of Order. Due to Cash flow issues, we were unable to fulfil many orders on time and these advances are likely to be set-off against the supply to be made in near future.

5. Company has not deposited the Tax Deducted at Source amounting to Rs. 51.53 Lacs which has been deducted on account of payments in respect of Right Issue Expenses.

Management Comments: There was a clerical error due to which TDS amount was not deducted correctly and so the deposit couldn't be made due to this calculation mistake.

Key Audit Matters

1. Company has not realized its Foreign Debtor amounting to Rs.106.55 Lacs within the time prescribed under the regulations of the FEMA Act, 1999. Subject to which penalty under the provisions of Act may be levied on violation.

Management Comments: The delay was due to the dispute arising during the Covid2019 times, which could not be resolved.

2. Sundry creditors amounting to Rs. 2404.50 Lacs are due for more than 180 days, which include the creditors which are subject to the provisions of section 16(2) of the CGST Act, 2017, Input Tax

Credit of GST which has been taken against such unpaid creditors has to be reversed and further the Interest and penalty may be levied on such amounts.

Management Comments: before right issue, Payment to Creditors delayed due to Cash flow issues, we were unable to fulfil many orders and deliveries to Customer on time, which impacted the working Capital Cycle.

CARO

1. The stock statements submitted by the company to the bank at the end of every quarter is compared with the books of accounts & noticed some difference.

Management Comments: The differences are because the statements filed with the lenders are based on financial statements which are prepared on provisional basis and also on account of exclusion of certain other current liabilities in the statements filed with the lenders.

2. Company has not accepted deposits from public during the year, however the advances received from the customers on account of trade advances which are more than one year old amounting to Rs. 296.85 Lacs will be termed as deposits. To the extent of such deposits the Company has not complied with the provisions of section 73 to 76 of The Companies Act, 2013 and Rules framed there under while accepting Deposits.

Management Comments: Trade advance is taken as per terms of Order. Due to Cash flow issues, we were unable to fulfil many orders and deliveries on time and these advances are likely to be set-off against the supply to be made in near future.

3. The Company has not been regular in depositing with the appropriate authorities its undisputed statutory dues including Provident Fund, Employees' State Insurance, TDS, TCS, GST and other material statutory dues applicable to it. However, the Company did not have dues in arrears as at 31^st March 2024 for a period of more than six months from the date they became payable except the GST amounting to Rs. 23.47 Lacs and Provident Fund amounting to Rs. 1.53 Lacs along with Interest thereon which are outstanding for more than six months.

Management Comments: There was a temporary delay in payment of Statutory dues, due to certain order delays and delay in lifting of orders from customers, thus leading to a temporary cash crunch.

4. In some cases, the Company has defaulted in the repayment of Loans or Borrowings of banks and financial institutions, some of them have already been classified as Substandard, Doubtful & Written Off by the Financial Institutions. In many cases delay of EMls have been exceeded 90 days to become the account substandard. However, updated status from some financial Institutions are not available. And in other cases, there has been delay in Repayment of instalments during the year.

Management Comments: There was a delay in Re-payment of Loans, due to certain order delays and delay in lifting of orders from customers, thus leading to a temporary cash crunch.

5. There exists material uncertainty as on the date of the audit report about the company capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

Management Comments: In the opinion of the management the company will have the sufficient internal cash accruals in the next financial year to meet its current liabilities.

SECRETARIAL AUDITOR

The Board of Directors, pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, had appointed M/s Bhambri & Associates, Company Secretaries in practice, having Certificate of Practice No. 22626 as Secretarial Auditor of Company for the financial year 2024-25 and onwards.

SECRETARIAL AUDIT REPORT and ANNUAL SECTREARIAL COMPLIANCE REPORT The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed as Annexure - E herewith in the prescribed format i.e. MR-3 and forms part of this Report.

Also with the Annexure F another certificate regarding “Certificate of Non-Disqualification of Directors” as per schedule V of the SEBI LODR Regulations is annexed.

The Annual Secretarial Compliance Report is available on the website of the Company at: https://marshallcnc.com/secretarial-compliance-report/

The following were the observations of Secretarial Auditor which are commented and explained by the Board as under:

1. The Company had not complied to the following LODR Regulations in a timely manner for which SOP fine was levied on some of them by the Stock Exchange (NSE): a) Payment of Annual Listing Fee 2023-24 b) Regulation 29 Intimation of Board Meeting for Financial Results for Quarter ended 31.03.2023. c) Regulation 29 Intimation of Board Meeting for Financial Results for Quarter ended 31.12.2023. d) Regulation 33 Financial results for the Quarter ended 31.03.2023. e) Regulation 33 Financial Results for the Quarter ended 31.12.2023. f) Regular Updation of the Website. g) Regulation 30 of SEBI LODR 2015, Delay in submission of Intimation of appointment. h) Regulation 30 of SEBI LODR 2015, delayed disclosure (C1) and (C2) for events pertaining to November 2022, March 2023 etc on 01.06.2023 i) Regulation 30 of SEBI LODR 2015, delayed disclosure (C2) for events pertaining to March 2023. j) Regulation 30 of SEBI LODR 2015, not made the disclosures (C1 and C2) for defaults in payment of principal/interest for the periods form November 2023 to March 2024

Management Comments: Delay in declaration of Result was due to delay in closing of books amid right issue compliance during the Year and extended procedure adopted by Statutory Auditors to check all right issue related payment/transactions.

2. The Company had not complied with Regulation3(5) and 3(6) of SEBI PIT regulations, had not captured the internal sharing of information / UPSI in its complete essence during the Quarters 30.06.2023, 30.09.2023 and 31.12.2023.

Management Comments: based on NSE's team observations & Suggestion, we have started capturing the sharing of information with HOD's of other operational areas like Sales, Procurement & Production etc.

3. The Company had not complied with Regulation3(5) and 3(6) of SEBI PIT regulations, had not captured some events in a timely manner during the Quarters 30.06.2023, 30.09.2023.

Management Comments: based on NSE's team observations & Suggestion, retrospectively we captured the sharing of information with HOD's of other operational areas like Sales, Procurement & Production etc.

4. Mr. Satvinder Singh, an Independent Director of the company was unable to renew his registration as an independent director in independent director's databank maintained by IICA within the stipulated time, due to which his registration expired from the databank.

Management Comments: Due to Personal commitments Mr. Satvinder ji couldn't complete the formalities and renew his registration. However on the date of the report the process is on going and will be complete shortly.

5. Company has not accepted deposits from public during the year, however the advances received from the customers on account of trade advances which are more than one year old amounting to Rs. 296.85 Lacs will be termed as deposits. To the extent of such deposits the Company has not complied with the provisions of section 73 to 76 of The Companies Act, 2013 and Rules framed there under while accepting Deposits.

Management Comments: Trade advance is taken as per terms of Order. Due to Cash flow issues, we were unable to fulfil many orders and deliveries on time and these advances are likely to be set-off against the supply to be made in near future.

6. The Company has not been regular in depositing with the appropriate authorities its undisputed statutory dues including Provident Fund, Employees' State Insurance, TDS, TCS, GST and other material statutory dues applicable to it. However, the Company did not have dues in arrears as at 31^st March 2024 for a period of more than six months from the date they became payable except the GST amounting to Rs. 23.47 Lacs and Provident Fund amounting to Rs. 1.53 Lacs along with Interest thereon which are outstanding for more than six months.

Management Comments: There was a temporary delay in payment of Statutory dues, due to certain order delays and delay in lifting of orders from customers, thus leading to a temporary cash crunch.

7. Company has not realized its Foreign Debtor amounting to Rs.106.55 Lacs within the time prescribed under the regulations of the FEMA Act, 1999.

Management Comments: The delay was due to the dispute arising during the Covid2019 times, which could not be resolved.

8. The company is not regular in repayment of its loans and interest thereon to the financial institutions and banks. The loan installments have been delayed many times during the year.

Management Comments: There was some delay in Re-payment of Loans, due to certain order delays and delay in lifting of orders from customers, thus leading to a temporary cash crunch.

9. The Company has transferred Funds out of its Right Issue Proceeds to its Director and Other Parties' Bank account to make some payments on behalf of the Company.

Management Comments: The Company has transferred some funds to its Employee's Imprest & Directors account to meet regular day-to-day expenses of Company & payment of some statutory dues & repayment of loans to Banks/NBFC's.Also, Company has ensured that the Funds are fully used for the specified purposes only & unused funds (if any) is returned to the Company.

INTERNAL AUDITOR

The Board of Directors, pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13(1) of the Companies (Accounts) Rules, 2014, had re-appointed Mr. Suresh Kumar, Bachelor of Technology - PAN EHQPK7835A, as an Internal Auditor of Company for the financial year 2024-25 and onwards.

BOARD'S RESPONSE ON AUDITOR'S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE

The qualification, reservations or adverse remarks made by the statutory auditors in their report for the year ended 31^st March, 2024 have already been explained above. During the year, there were no instances of frauds reported by auditors under Section 143(12) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

ANNUAL RETURN

The Annual Return of the Company, pursuant to the provisions of Companies act 2013 for the financial year 2022-23 (Form MGT-7) is available on Company's website and can be accessed at the link: https://marshallcnc.com/wp-content/uploads/2024/07/Annual-Return-2022-23-MML.pdf

OTHER DISCLOSURES- CORPORATE POLICIES

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Committee had formulated the CSR Policy which has been adopted by the Board. The CSR Policy outlines the various programs/projects/activities to be undertaken by the Company as laid down in schedule VII of the Companies Act, 2013. The CSR policy can be accessed on the Company‘s website at the link: https://marshallcnc.com/wp-content/uploads/2020/11/CSR-Policy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The details of such familiarization programs for Independent Directors are posted on the Company's website and can be accessed at link: https://marshallcnc.com/wp-content/uploads/2020/11/Familiarization-Programme-for-Independent-Directors.pdf

POLICY FOR DETERMINATION OF MATERIALITY

Pursuant to Regulation 30(4) read with schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted policy and procedure with regard to determination of materiality of event. The policy for determination of materiality is available on Company's website and can be accessed at the link: https://marshallcnc.com/wp-content/uploads/2020/11/Policy-for-Determination-of-Materiality.pdf

POLICY FOR PRESERVATION OF DOCUMENTS

The policy segregates the documents to be preserved permanently and documents to be preserved at least for a period of eight years as per requirement of law. The policy for preservation of documents is available on Company's website and can be accessed at link: https://marshallcnc.com/wp-content/uploads/2020/11/Policy-on-Preservation-of-Documents.pdf

INSIDER TRADING POLICY

In order to prevent Insider Trading in securities of the company on basis of Unpublished Price Sensitive Information, the Board of Directors had approved and adopted Code of Practice & Procedure for Fair Disclosure in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, issued by Securities Exchange Board of India (SEBI) vide its notification dated 15^th January, 2015. The SEBI vide its notification dated 31^st December, 2018 has amended the same which is now hereby referred as SEBI (Prohibition of Insider Trading)(Amendment) Regulations, 2018 and put in place a framework for prohibition of insider trading in securities. The framework adopted by the Company to prevent insider trading in securities of the Company is available on Company's website and can be accessed at the link: https://marshallcnc.com/wp-content/uploads/2019/04/Code_of_Conduct_for_Prohibition_of_Insider_Trading_compresse d.pdf

RELATED PARTY TRANSACTION POLICY

Pursuant to the requirements of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had approved a policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The policy regulates the transaction between the Company and its Group/Associates Companies, if any, and related parties. The Related Party Transaction Policy is available on Company's website and can be accessed at the link: https://marshallcnc.com/wp-content/uploads/2020/11/Related-Party-Transaction-Policy.pdf

CEO AND CFO CERTIFICATION

By virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the CEO and CFO Certification provisions as specified under Regulation 17(8) is done by the Company. The Company has received a certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 duly signed by Mr. Gaurav Sarup, Managing Director and Mr. Prashant Sarup, Whole Time Director cum CFO which is annexed herewith as Annexure G and forms the part of this report.

DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors held their meeting on 24.02.2024 without the attendance of Non-Independent Directors and members of the management. All Independent Directors were present at the meeting. They reviewed i. the performance of non-Independent directors and the Board as a whole; ii. the performance of the Chairman of the Company taking into account the views of Executive Directors and Non- Executive Directors; iii. Assessed the quality and timeliness of the flow of information between the company's Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

ENVIRONMENT, HEALTH AND SAFETY

Your Company considers it is essential to protect the Earth and limited natural resources as well as the health and well-being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Company's DNA.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations.

Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

STATEMENT OF DEVIATION(S) OR VARIATION(S)

The statement of deviation(s) or variation(s) in utilizing of public issue proceeds have been provided at the website of the Company at:

The funds that were raised during the Rights Issue had been partially utilized and only towards the purposes as were stated in objects clause of the offer document. The statement of deviations can be accessed at https://marshallcnc.com/statements-of-deviations-or-variations-as-specified-in-regulation-32-of-these-regulations/