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Directors Reports

Dear Members

Your Directors are pleased to present the Sixth Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors' Report thereon for the Financial Year ended on March 31, 2023.

1. FINANCIAL RESULTS:

During the year under review, performance of the company is as under:

(Rs. in lacs)

Particulars

Year ended

March 31, 2023 March 31, 2022

INCOME:

Revenue from Operations

8,016.82 5.551.47

Other Income

63.50 35.60

Total Income

8,080.32 5,587.07

Total Expenses

7,075.29 4,792.04

Profit Before Interest, Depreciation & Taxation

1151.4 913.77

Less: Interest and Finance Charges (net)

101.19 80.05

Less: Depreciation

45.18 38.69

Profit Before Tax

1005.03 795.03

Add / (Less) Prior Period Adjustment- Income Tax

- -

Add / (Less): Provision for current tax

266.96 208.14

Add/ (Less): MAT Credit Entitlement

- -

Add / (Less) : Deferred tax

(3.06) (3.51)

Add /(Less):- Mat Credit Entitlement Reversed

- -

Profit After Tax

741.14 590.40

Less: Proposed Dividend / Interim Dividend including tax on dividend

- -

Profit for the year

741.14 590.40

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the company has made Revenue from Operations of Rs. 8,016.82 lacs and Net Profit after Tax of Rs. 741.14 lacs. The Board of Directors of your Company is optimistic about the future prospects of the Company. Your directors are of the view that the progressive growth of the company will continue in the subsequent financial year and are hopeful for the bright future prospects. The financial result as reflected in the statement of profit and loss account of the company is self- explanatory.

3. TRANSFER TO RESERVES:

The Board has decided to transfer Rs. 741.14 lacs to the Reserves for the year under review.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company's dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31st March, 2023 and the entire surplus be ploughed back to the reserve of the company.

5. SHARE CAPITAL:

During the year under review the Company has made changes in the share capital the details of the same are mentioned below:

I. Authorised Share Capital:

The Company's Authorized share capital has been increased from Rs. 5,00,000/- (Five Lakhs only) comprising of 50,000 (Fifty Thousand) equity share of Rs. 10/- (Ten rupees) each to Rs. 9,00,00,000/- (Nine Crore only) comprising of 90,00,000 (Ninety Lakhs) equity share of Rs. 10 (Ten rupees) each, vide Ordi nary Resolution passed at their Shareholder Meeting dated 20th day of October, 2022.

II. Paid Up Share Capital:

The Company's paid up share capital has been increased by the way of Bonus issue from Rs. 1,01,440 (Rupees One Lakh One Thousand Four Hundred And Fourty) comprising of 10,144 Equity Share of Rs.10/- each to 8,83,54,240 (Rupees Eight Crore Eighty-Three Lakh Fifty Four Thousand Two Hundred and Forty) comprising of 88,35,424 equity shares of Rs.10/- each vide Special Resolution passed at their Extra Ordinary General Meeting dated 25th November 2022.

6. CONVERSION INTO PUBLIC LIMITED COMPANY:

The Board of Directors considered that the company should be converted into "Public Company" subject to approval of Registrar of Companies, Pune. The matter was duly considered in Board Meeting and obtained the approval of Members in their Extra Ordinary General Meeting held on 28th December, 2022, the Company has converted into "Public Company" and received fresh Certificate of Incorporation Consequent upon Conversion from 'Private Company' to 'Public Company' from the Registrar of Companies dated 06th January ,2023.

7. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company made its maiden public offer of equity shares by way of offer for sale by existing shareholder of the company in accordance with Chapter IX Of The SEBI (ICDR) Regulations, 2018 As Amended, wherein 23,28,000 Equity Shares were offered through the Initial Public Offer. The public offer was opened on February 17, 2023 and closed on February 21, 2023 for all applicants except Anchor Investor. For Anchor Investor Bid/ Offer Period February 16, 2023 (Our Company and the Selling Shareholders in consultation with the BRLM, considered participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date was one Working Day prior to the Bid/Offer Opening Date). The 23,28,000 equity share were offered at an offer price of ^102/-per equity Share (including a share premium of ^92/- per equity Share). The shares were allotted on February 28, 2023 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited with effect from March 01, 2023. The Company's IPO received an overwhelming response; of all the initial public offerings (IPOs) that hit the market in FY 2022-23, Macfos Limited Product's stands out. Macfos Limited shares jumped over 80.39% to ^184 on BSE as compared to the issue price of ^102 on the listing day. Post listing also, your Company's market capitalization soared high backed by strong quarterly results and various new business inroads it made consistently. We see this as an endorsement of our consumer-focused approach as well as our ethos of trust, transparency, and innovation in everything we do. We are gratified and humbled by the faith shown in the Company by the market participants and grateful to our customers for their continued trust shown in our capabilities to deliver consistent high quality services & innovative solutions.

The change in paid-up share capital during the year was as under:

(Rs. in lakhs)

Particulars

No. of Securities Allotted Cumulative Paid up Share Capital

Capital at the beginning of the year i.e. on April 01, 2022

10,144 1,01,440

Allotment of 88,25,280 equity shares of Rs.10/- each fully paid up pursuant to Bonus Issue On dated 25th November 2022.

88,25,280 8,82,52,800

Capital at the time of AGM

88,35,424 8,83,54,240

8. ALTERATION OF MEMORANDUM OF ASSOCIATION:

The name clause of the Memorandum of Association has been altered for conversion of company from private company to public company i.e., "MACFOS PRIVATE LIMITED" to "MACFOS LIMITED" vide Special Resolution passed at the Extra-Ordinary General Meeting held on 28th December, 2022.

Further, the company has made the alteration in the Memorandum of Association of the company by increased the Authorized Share Capital from Rs. 5,00,000/- (Rupees Five Lakhs)comprising of 50,000 (Fifty Thousand) equity share of Rs. 10/- (Ten rupees) each to Rs. 9,00,00,000/- (Nine Crore only) comprising of 90,00,000 (Ninety Lakhs) equity share of Rs. 10 (Ten rupees) each vide Ordinary Resolution passed at the Extra- Ordinary General Meeting held on 20th October, 2022. The Company has adopted new sets of Memorandum of Association in conformity with the provisions of the Companies Act-2013.

9. ALTERATION OF ARTICLES OF ASSOCIATION:

The Company has also adopted new sets of the Article of the Association as per the in compliance with Conversion of Private Limited into Public Limited vide Special Resolution passed at the Extra Ordinary General Meeting held on 28th December,2022.

10. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations/LODR') there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated February 23, 2023, in respect of the Initial Public Offering of the Company.

11. STATE OF COMPANY AFFAIRS:

During the year under review, company made Total Income of Rs. 8,016.82/-Lakhs as against Rs. 5,551.47/-Lakhs in the previous year. The company has made Profit/loss before depreciation, Finance Costs, Exceptional items and Tax Expense of Rs. 1,151.4/-Lakhs against profit of Rs. 913.77/-Lakhs in the previous year in the financial statement. Your Company made net profit of Rs. 741.14 Lakhs as against Rs. 590.40/- in the previous year in the financial statement.

12. CHANGES IN NATURE OF BUSINESS:

During the year company have altered the Memorandum of Association of the Company, by adding up new business activities to the main object i.e. "To carry on the business of 3D printing Services, Prototyping Services & Assembly (Mechanical and Electronics) and Assembly of batteries" vide Special Resolution passed at the Extra-Ordinary General Meeting held on 28th December, 2022

During the year under review Mr. Nileshkumar Purushottam Chavhan (DIN: 07936897) has been appointed Whole Time Director of the company w.e.f. 11th January 2023 for the period of Three years from 11th January, 2023 to 10th January 2026 and being eligible to offer himself for re-appointment.

During the year under review Mr. Binod Prasad (DIN: 07938828) has been Appointed as the Whole Time Direc tor w.e.f 11th January 2023 and being eligible to offer himself for re-appointment

• Retirement by Rotation

In accordance with the provisions of section 152 of the act, Mr. Binod Prasad (DIN: 07938828) Whole Time Director is liable to retires by rotation at the forthcoming annual General meeting and, being eligible offers himself for re-appointment. The Board recommends his re- appointment for the consideration of the members of the Company at the forthcoming Annual General meeting.

• Cessation

During the year under review Mr. Jayesh Jain (DIN: 07936862) have been resigned from the Directorship with effect from 03rd Day of December, 2022.

• Independent Directors

During the year under review Mr. Ankit Rathi (DIN: 08456577) has been appointed as Non-Executive Independent Directors at the Extraordinary General Meeting held on 11th January 2023. For the period of 3 years who is not liable for retirement by rotation.

During the year under review Mr. Ravi Jagetiya (DIN: 08734797) and Mrs. Anamika Ajmera (DIN:- 09748907) has been appointed as Non-Executive Independent Directors at the Extraordinary General Meeting held on 20th January 2023. For the period of 3 years who is not liable for retirement by rotation.

• Key Managerial Personnel

Sr. no Name of Key Managerial Personnel

Designation

1 Atul Maruti Dumbre

Chairman and Managing Director

2 Binod Prasad

Whole Time Director & CFO

3 Nileshkumar Purshottam Chavhan

Whole Time Director

4 Sagar Subhash Gulhane

Company Secretary and Compliance Officer

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations"). These declarations have been placed before and noted by the Board.

20. 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

a) That in the preparation of Annual Accounts, the mandatory Accounting Standards have been followed along with proper explanation relating to material departures.

b) That proper Accounting policies have been selected and applied consistently; and, the judgments and estimates that are made are reasonable and prudent so as give a true and fair view of the state of affairs of the company as on 31st March 2023 and of the Profit of the Company for that period. the company as on 31st March 2023 and of the Profit of the Company for that period.

c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

e) That the directors laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

21. COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS:

The Board of Directors along with its Committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

• BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of MACFOS LIMITED comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors, as on March 31, 2023, comprised of 6 Directors, out of which 1 was Executive Director ("ED") (MD & Chairman), 2 were Executive Directors Whole Time Directors ("EDs") of which 1 Director is Whole Time Director & CFO and 3 were Non-Executive Directors ("NEDs") Independent Directors ("IDs").

• COMPOSITION OF BOARD:

Sr. no Name

Category Designation

1 Mr. Nileshkumar Purshottam Chavhan

Executive Director Whole Time Director

2 Mr. Atul Maruti Dumbre

Executive Director Managing Director & Chairman

3 Mr. Binod Prasad

Executive Director Whole Time Director & CFO(KMP)

4 Mr. Ankit Rathi

Independent Director Independent Director

5 Mrs. Anamika Ajmera

Independent Director Independent Director

6 Mr. Ravi Jagetiya

Independent Director Independent Director

• BOARD MEETINGS:

The Board of Directors duly met 19 times at regular intervals during the mentioned financial year and in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows:

Sr. no Date of Board Meeting

Total Number of directors as on the date of meeting Total Number of directors Attended the meeting % of

Attendance

1 28-03-2022

4 4 100

2 27-06-2022

4 4 100

3 29-08-2022

4 4 100

4 07-09-2022

4 4 100

5 10-10-2022

4 4 100

6 31-10-2022

4 4 100

7 25-11-2022

4 4 100

8 30-11-2022

4 4 100

9 03-12-2022

3 3 100

10 07-01-2023

3 3 100

11 20-01-2023

4 4 100

12 19-01-2023

6 6 100

13 21-01-2023

6 6 100

14 12-01-2023

6 6 100

15 08-02-2023

6 6 100

16 23-02-2023

6 6 100

17 24-02-2023

6 6 100

18 02-03-2023

6 6 100

19 06-03-2023

6 6 100

**During the year under review 5(Five) Extra Ordinary General Meeting held on 20th October, 2022, 08th November 2022, 28th December 2022, 11th January 2023 and 20th January, 2023

• COMMITTEES OF THE BOARD:

STAKEHOLDERS RELATIONSHIP COMMITTEE

Name

Designation Designation

Mrs. Anamika Ajmera

Independent Director Chairman

Mr. Binod Prasad

Whole Time Director Member

Mr. Ankit Rathi

Independent Director Member

22. DETAIL OF FRAUD REPORTED BY AUDITORS:

During the year under review, there is no fraud reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

23.POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than siffi'ng fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company https://robu.in/investor-rela tions/#1673688606553-95981d9d-743a in the head of Policies & Code.

The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management of the Company. The main object of the Code is to set a benchmark for the Company's commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2023 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company https://robu.in/inves tor-relations/

24. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company.

The Code of Fair Disclosure is available on the website of the Company https://robu.in/investor-relations/

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company https://robu.in/investor-relations/

25. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at https://robu.in/investor-relations/. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company's Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any, of such information.

26. BOARD EVALUATION

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties,

• Role and functions

2. For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

27. RISK MANAGEMENT POLICY:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our website https://robu.in/investor-relations. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace. Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website https://robu.in/investor-relations Further, your company has setup an Internal Complaint Committee ("ICC") at the corporate office. ICC has equal representation of men and women and is chaired by senior woman of the Company.

The composition of internal complaint committee is as follows:

Name Designation
Sumeet Mahadik Team Lead- HR
Sampada Dharmadhikari HR Executive
Sanjivani More Assistant HR Executive

29. AUDITORS:

i. STATUTORY AUDITORS:

The Company has re-appoint M/s Kishor Gujar & Associates, Chartered Accountants, Pune having Firm Registration No. FRN-116747W, as the Statutory Auditor of the company for the Five consecutive years at the at the 2nd Annual General Meeting held on 30th September 2019 until the conclusion of the Annual General Meeting of the Company in the year 2024.

The Auditors' Report for the financial year ended on March 31, 2023 has been provided in "Financial State ments" forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments.

ii. INTERNAL AUDITORS:

M/s. Karwa Bhatia & Co. (FRN: 148963W) has been appointed as an Internal Auditor of the company on 20th July, 2023 for the Financial Year 2022-23 and 2023-24 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis and based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.

ii. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Chirag Chawra & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2023. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2023 is attached as to the Director's Report and forming part of this Annual Report. (Annexure - II) The report of the Secretarial auditor does not contain any qualification, reservation, adverse remark or disclaimer.

30. DIRECTORS' RESPONSE ON AUDITORS' QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE:

There is a no qualification or Disclaimer of Opinion in the Auditor's Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has articulated proper systems to ensure compliance with Secretarial Standards Secretarial Standards issued by The Institute of Company Secretaries of India and its provisions and is in compliance with the same.

32. ANNUAL RETURN:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2022-23 will be available on the website of the Company (www.robu.in). The due date for filing annual return for the financial year 2022- 23 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.robu.in) as is required in terms of Section 92(3) of the Companies Act, 2013.

33. CORPORATE GOVERNANCE:

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having listed on SME Platform. Since our company has registered on SME platform the requirement of the Corporate Governance has not applicable to us.

34. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regula tions, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as (Annexure III)

35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details loans/guarantees/ investments (if any) made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statement.

36. LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR:

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others

37. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm"s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

38. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to section 135 of the companies Act. 2013 read with Rule 5 of the Corporate Social Responsibility Rules, 2014 and any other applicable provisions thereof (Including any statutory modification(s) or re-enactment thereof for the time being in force) as amended from time to time, and as per the company CSR policy approved by the Board of Director and as recommended by the Corporate Social Responsibility Committee consent of the Board of Directors be and is hereby accorded to approve the Contribution for the Financial Year 2022-23 of Rs. 10,00,000 (Rupees Ten Lakh) as the CSR Expenditure which is more than the actual CSR expenditure i.e. Rs. 704013 need to spend by the company to M/s EXCELSIOR FOUNDATION TRUST, Mount Litera School, 100,near Mhada, Township Kosar, New Chandrapur, MH,442401 having CSR Registration No CSR00020243, which is engaged in the CSR Activity i.e. Construction of School infrastructure with the purpose of achieving their objective to impart quality education to the students of Chandrapur

39. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective and reliable internal control system commensurate with the size of its operations. At the same time, it adheres to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The efficacy of the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.

40. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name

Ratio to median remuneration % increase in remuneration in the financial year

Executive Director

MR. NILESHKUMAR CHAVHAN

10.24013 33.33

MR. ATUL MARUTI DUMBRE

10.24013 33.33

MR. BINOD PRASAD

10.24013 33.33

MR. JAYESH JAIN

10.24013 22.22

Company Secretary

MR. SAGAR GULHANE

2.0480 NA

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

3. The number of permanent employees on the rolls of Company: -105

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company. The statement containing names of top Ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate (ANNEXURE-IV) forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

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

1. Conservation of Energy:

The steps taken or impact on conservation of energy: -

i. The company is puffing continues efforts to reduce the consumption of energy and maximum possible saving of energy.

ii. The steps taken by the company for utilizing alternate sources of energy: - The Company has used alternate source of energy, whenever and to the extent possible.

iii. The capital investment on energy conservation equipment's: - NIL

1.2 Technology Absorption:

a. The effort made towards technology absorption: -No specific activities have been done by the Company.

b. The benefits derived like product improvement, cost reduction, product development or import substitution: -No specific activity has been done by the Company.

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year: - N.A.

d. The expenditure incurred on Research & Development: - NIL

1.3 Foreign Exchange Earnings and Outgo:

Further the details of foreign exchange earnings or outgoings during the year under review as required in accordance with the provisions of section 134 (m) of the companies Act, 2013 are as follows:

Particular

Amount (Rs. in lacs)

Foreign Exchange Earning

48.16/-

Foreign Exchange Outgo

4848.90/-

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company's operations in future.

43. INDUSTRIAL RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

44. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notification SEBI/LADNRO/ GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2023.

45. MAINENTANCE OF COST RECORD:

The Cost audit as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company. However the maintenance of cost record is applicable as the turnover of the relevant HSN code is more than the prescribed limit. And your company is maintaining the cost record as per the applicable rules. The company had obtain the Certificate form the cost auditor with respect to the Maintaining the cost audit records.

46. DEMATERIALISATION OF SHARES:

The Demat activation number allotted to the Company is ISIN INE0OLH01013.The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

47. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and bankruptcy Code, 2016 (31 of 2016) during the year. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

48. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

48. WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on 31st March, 2023 will be available on the website of the Company at www.robu.in

49. ACKNOWLEDGEMENTS:

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Maharashtra, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

50. CAUTIONARY STATEMENT:

This report contains forward- looking statements based on the perceptions of the Company and the data and information available with the company. The company does not and cannot guarantee the accuracy of various assumptions underlying such statements and they reflect Company's current views of the future events and are subject to risks and uncertainties. Many factors like change in general economic conditions, amongst others, could cause actual results to be materially different.

On behalf of the Board of Directors For, MACFOS LIMITED

(Formerly Known As Macfos Private Limited)

Sd/-

ATUL MARUTI DUMBRE (Managing Director) (DIN:07938802)

Sd/-

BINOD PRASAD (Whole Time Director) (DIN: 07938828)

Date: 20/07/2023 Place: PUNE

Subsidiary Company Information (Annexure I)

Particulars

Details

Name of the target entity, details in brief such as size, turnover, etc.

Nuo Zhan Technologies Limited has been Incorporated with effect from February 21, 2023 And become the subsidiary company of M/s Macfos Limited on July 5, 2023 by way of acquisition of shares in the target company.
Share Capital: HKD 15,000.00 divided into 15000.00 Shares, of value HKD 1.00 each.
Turnover: Not Applicable since it is a newly incorporated Company.

Whether the acquisition would fall within related party transaction(s) and whether the promoter/promoter group/group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at "arm's length".

Nuo Zhan Technologies Limited Initially incorporated by the Promoter of Macfos Limited, later on the shareholding has been transferred to Macfos Limited.

Acquisition of shares is fall within the purview of related party Transactions. The promoter group / group companies are having interest in the newly incorporated entity.

However the transfer taken place on "arm's length"
And, post incorporation Nuo Zhan Technologies Limited would be a Related Party, being the Wholly owned subsidiary of the Company.

Industry to which the entity being acquired Belongs.

Service Industry

Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity).

The nature of the business is "Trading".

This new entity formation would widen the solution offerings of the Company, and further strengthen the Company's organic growth strategy.

Brief details of any governmental or regulatory approvals required for the acquisition.

Not Applicable

Indicative time period for completion of the acquisition.

Not Applicable

Nature of consideration - whether cash consideration or share swap and details of the same.

In Cash

Cost of acquisition or the price at which the shares are acquired.

HKD 15,000, @ 1 HDK per share

Percentage of shareholding /control acquired and/ or number of shares acquired.

Macfos Limited acquired 100% shareholding of Nuo Zhan Technologies Limited.

Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief).

Nuo Zhan Technologies Limited is incorporated in Kowloon, HONG KONG, and registered with the Registrar of Companies of the Hong Kong Special Administrative Region.

Annexure II

MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014]

To the Members,

M/s MACFOS LIMITED

(Formerly Known As Macfos Private Limited)

S. NO. 78/1, DIGHI, BHOSARI ALANDI ROAD, PUNE MH 411015 IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Macfos Limited (Formerly Known As Macfos Private Limited) [CIN: U29309PN2017PLC172718] (hereinafter called "the Company").

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to me and the representations made by the management, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I. I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023 and made available to me according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made there under as applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Take overs) Regulations, 2011 as amended from time to time

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and 2015, as amended from time to time

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008;- (Not applicable to the company for the financial year ended March 31, 2023)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;- (Not applicable to the company for the financial year ended March 31, 2023)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the company for the financial year ended March 31, 2023)

(vi) The other laws, as informed and confirmed by the management of the Company which are specifically applicable to the Company are as under:

(a) Business/Trade Related Laws/Regulations:

i. The Micro, Small and Medium Enterprises Development Act, 2006

ii. Competition Act, 2002

iii. The Maharashtra Industrial Policy 2013.

(b) Employment and Labour Laws:

i. The Employees' Provident Funds and [Miscellaneous Provisions] Act, 1952, the Employees'

ii. Provident Fund Scheme, 1952, Employees' Pension Scheme, 1995

iii. The Employees' State Insurance Act, 1948; the Employees State Insurance (General)

iv. The Maternity Benefit Act, 1961 and the State Rules made there under;

v. The Minimum Wages Act, 1948 and the Minimum Wages (Central) Rules, 1950;

vi. The Payment of Bonus Act, 1965 and the Payment of Bonus Rules, 1975;

vii. The Payment of Gratuity Act, 1972 and the Payment of Gratuity (Central) Rules, 1972;

viii. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal )Act, 2013;

(c) Other Laws:

i. The Factories Act, 1948 ("Factories Act")

ii. Trademarks Act, 1999

iii. Shops and establishments laws

iv. The Environment Protection Act, 1986 ("Environment Protection Act")

v. Hazardous Waste (Management and Handling) Rules, 1989 ("Hazardous Waste

(d) General Laws applicable to the Company:

i. Indian Contract Act 1872

ii. Information Technology Act, 2000

iii. Sale of Goods Act 1930

iv. Consumer Protection Act 1986

I have also examined compliance with the applicable clauses of the following to the extent applicable:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

During the period under review the Company has generally complied with the all material aspects of applicable provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above:

I further report that:

a) The Compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial auditor and other designated professionals.

b) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes if any in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

c) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

d) Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, and regulations and guidelines.

The following event has occurred during the year which has a major bearing on the company's affairs in pursuance of the Laws, Rules, Regulations, Guidelines Standards etc. referred to above:

(i) The Capital clause of the Memorandum of Association has been altered for increase in Authorized share capital from Rs. 5,00,000/- (Five Lakhs only) comprising of 50,000 (Fifty Thousand) equity share of Rs. 10/- (Ten rupees) each to Rs. 9,00,00,000/- (Nine Crore only) comprising of 90,00,000 (Ninety Lakhs) equity share of Rs. 10 (Ten rupees) each, vide Ordinary Resolution passed at their Shareholder Meeting dated 20th Day of October, 2022.

(ii) During the year, the Company had issued 88,25,280 equity shares through Bonus issue vide special resolution passed at their Extra Ordinary General Meeting held on 25th November, 2022.

(iii) The name clause of the Memorandum of Association has been altered for conversion of company from private company to public company i.e., "MACFOS PRIVATE LIMITED" to "MACFOS LIMITED" and the object clause by adding new business activities to the main object i.e. "To carry on the business of 3D printing Services, Prototyping Services & Assembly (Mechanical and Electronics) and Assembly of batteries" vide Special Resolution passed at the Extra-Ordinary General Meeting held on 28th December, 2022.

(iv) During the year, the promoters of the company had offered their fully paid up equity shares to the public at an offer price of ^102 per equity shares by virtue of initial public offer (IPO). The equity shares of the Company were got listed on SME Board of BSE Limited on March 01, 2023.

(v) During the year under review following Appointment/ Re-Appointment/Resignations of Directors and KMP taken place :

a) Mr. Jayesh Jain (DIN: 07936862) has resigned from the Directorship with effect from 03rd Day of December, 2022.

b) Mr. Binod Prasad (DIN: 07938828) has been Appointed as the Whole Time Director w.e.f 11th January 2023 and being eligible to offer himself for re-appointment.

d) Mr. Atul Maruti Dumbre (DIN: 07938802) has been appointed as Managing Director and Chairman of the company w.e.f. 11th January 2023 for the period of three years from 11th January,

2023 to 10th January 2026 and has not been liable to retire by rotation.

e) Mr. Nileshkumar Purushottam Chavhan (DIN: 07936897) has been appointed Whole Time Director of the company w.e.f. 11th January 2023 for the period of three years from 11th January, 2023 to 10th January 2026 and being eligible to offer himself for re-appointment.

f) Mr. Ankit Rathi (DIN: 08456577) has been appointed as Non-Executive Independent Director at the Extraordinary General Meeting held on 11th January 2023.

g) Mr. Ravi Jagetiya (DIN: 08734797) and Mrs. Anamika Ajmera (DIN: 09748907) have been appointed as Non-Executive Independent Directors at the Extraordinary General Meeting held on 20th January 2023.

Yours faithfully,

SD/-

CHIRAG CHANDRAKANT CHAWRA (Company Secretary in Practice) Membership No. 5643 C.P. No. 7923

PEER REVIEW NO. 2599/2023 UDIN-F005643E000715396 Date:01/08/2023 Place: Pune

Note:

This report is to be read with our letter of even date which is annexed as 'ANNEXURE-A' and forms an integral part of this report

To the Members,

M/s MACFOS LIMITED

(Formerly Known As Macfos Private Limited)

S. NO. 78/1, DIGHI, BHOSARI ALANDI ROAD, PUNE MH 411015 IN

My Secretarial audit report for the financial year 31st March, 2023 is to be read along with this letter.

Management's Responsibility

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

Auditor's Responsibility

2. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibly of the management. Our examination was limited to the verification of the procedures on test basis. My Responsibility is to express an opinion on these secretarial records, standards and procedures followed by the company with respect to secretarial compliances.

3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that Audit evidence and information obtained from the company's management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, I have obtained the Management's representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

5. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

6. I have not verified the correctness and appropriateness of financial records and books of account of the company.

Yours faithfully,

SD/-

CHIRAG CHANDRAKANT CHAWRA (Company Secretary in Practice) Membership No. 5643 C.P. No. 7923

PEER REVIEW NO. 2599/2023 UDIN- F005643E000715396 Date: 01/08/2023 Place: Pune

   


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