M P Agro Industries Ltd Directors Report

To, Dear Members,

Your Directors have pleasure in presenting their 47^thAnnual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31^stMarch, 2023.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	2022-23	2021-22
Total Revenue	24.84	30.96
Profit/Loss before Depreciation & Tax	0.93	5.13
Depreciations	0.22	0.11
Profit/Loss before taxation	0.71	5.02
Corporate Tax	(1.46)	2.17
Profit/Loss after Tax	2.16	2.85
Balance carried to Balance sheet	2.16	2.85
Basic EPS	0.04	0.05

REVIEW OF OPERATIONS

During the year under review your company has registered profit for the year ended 31^st March, 2023, amounted to Rs. 2,16,024 as compared to profit of Rs. 2,85,106 during the previous year.

DIVIDEND

Looking to the accumulated losses of past years, your Director has not recommended any dividend for the financial year 2022-2023.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to reserve.

MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

No material changes have occurred and commitments made, affecting the financial position of the company between the end of the financial year of the company and the date of this report.

PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiary company or Joint Venture Company or Associate Company.

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

There is no order passed by any regulator or court or tribunal against the company, impacting the going concern concept or future operations of the company.

ADEQUACY OF INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the operations. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness of the Internal Controls and Systems followed by the company.

RISK MANAGEMENT POLICY

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of Nomination and Remuneration Committee, the Board re-appointed Mr. Yunus Memon, as a Managing Director of the company for the further term of three years upto May, 31 14 2027. The Board recommends the resolution for your approval at ensuing AGM by way of Ordinary Resolutions.

On the recommendation of Nomination and Remuneration Committee, the Board appointed Ms. Deepali Pawar, as an Additional Director of the company with effect from August, 14 2023, who shall hold office up to the Annual General Meeting, and is eligible for appointment as an Independent Director of the company.

Mrs. Saba Sultana Memon, who was appointed as the Independent Director of the company has given resignation on 10^th August, 2023 due to pre-occupation. The Board of Directors records their appreciation for the valuable guidance provided by her during her tenure as Director / Independent Director of the Company.

Mrs. Shamim Sheikh retires by rotation at the forth coming Annual General Meeting and being eligible, offer herself for re-appointment.

Pursuant to the provisions of Sections 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel of the Company:

1. Mr. Yunus Memon: Managing Director

2. Mrs. Rafiqunnisa Merchant: Director cum Chief Financial Officer

3. Mrs. Ishita Kapure : Company Secretary & Compliance Officer (upto 23^rd June, 2023)

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directors during the year 2022-23 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have confirmed and declared that they are not disqualified to act as an Independent Director in compliance with the provisions of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25(8) of the SEBI Listing Regulations, 2015. Further, the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, on Independent Directors Databank.

BOARD MEETINGS

Four meetings of the Board of Directors were held during the year, viz. on 30^th May, 2022, 10^th August, 2022, 14^th November, 2022 and 14^th February, 2023. Agenda papers were circulated to the Directors in advance for each meeting.

As per requirements of section 149 of the Companies Act, 2013 (“the Act”) and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), atleast 50% of the Boards Members should be Independent. Accordingly, there is optimum combination of Executive, Non Executive and Independent Directors including Woman Director in the Company. The Chairman of the Company is Non-Executive Promoter Director. The Composition of the Board is given hereunder:

Sr. No. Name of the Director	Designation	Category
1. Mrs. Shamim Sheikh	Chairman	Promoter, Non Executive Director
2. Mr. Yunus Memon	Managing Director	Executive Director
3. Mrs. Rafiqunnisa Merchant	CFO	Promoter, Director, CFO
4. Mrs. Saba Sultana Memon	Director	Independent, Non-Executive
5. Mrs. Aarti Jadhav	Director	Independent, Non- Executive

Attendance of each Director present at the Board Meetings and Last Annual General Meeting (“AGM”):

Sr. No. Name of the Director	Designation	Board Meetings				AGM
		30.05.22	10.08.22	14.11.22	14.02.23	26.09.22
1. Mrs. Shamim Sheikh	Chairman	Y	Y	Y	Y	Y
2. Mr. Yunus Memon	Managing Director	Y	Y	Y	Y	Y
3. Mrs. Rafiqunnisa Merchant	Director & CFO	-	Y	-	Y	Y
4. Mrs. Saba Sultana Memon	Independent, Non-Executive Director	Y	Y	Y	Y	Y
5. Mrs. Aarti Jadhav	Independent, Non-Executive Director	Y	Y	Y	Y	Y

EVALUATION OF THE DIRECTORS AND COMMITTEES

The Board has a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board based on the criteria laid down by Nomination and Remuneration Committee which included attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, adherence to Code of Conduct and Business ethics, monitoring of regulatory compliance, risk assessment and review of Internal Control Systems etc. The suggestions, comments and guidance of all the Directors were Excellent.

REMUNERATION POLICY

The company follows a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the website of the company www.mpagroindustries.in

COMPLIANCE OF SECRETARIAL STANDARD

As per requirement of provisions of Section 118(10) read with SS9 of Secretarial Standard 1, the Company has complied with the Secretarial Standard applicable to the Company.

AUDIT COMMITTEE

The Audit Committee comprises three members out of which two are Independent Directors. During the Financial year ended 31^st March, 2023, the Committee met 4 times on 30^th May, 2022, 10^th August, 2022, 14^th November, 2022 and 14^th February, 2023. The composition of the Audit Committee and details of their attendance at the meetings are as follows:

Sr. No. Name of the Director	Position	Category	No. of meetings attended
1. Mrs. Aarti Jadhav	Chairman	Independent Director	4
2. Mrs. Saba Sultana Memon	Member	Independent Director	4
3. Mr. Yunus Memon	Member	Executive Director	4

The Company Secretary acts as a Secretary to the Committee.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee comprises of four members who deals with the criteria for determining qualifications, evaluation of performance, whether to extend or continue the term of appointment of the independent director etc.

During the Financial year ended 31^st March, 2023, the Committee met once on 10^th August, 2022. The composition of the Nomination and Remuneration Committee and details of their attendance at the meetings are as follows:

Sr. No. Name of the Director	Position	Category	No. of meetings attended
1. Mrs. Aarti Jadhav	Chairman	Independent Director	1
2. Mrs. Rafiqunnisa Merchant	Member	Non-Executive Director	1
3. Mrs. Shamim Sheikh	Member	Non-Executive Director	1
4. Mrs. Saba Sultana Memon	Member	Independent Director	1

Terms of reference:

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under Part D of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 as well as section 178 of the Companies Act, 2013.

Performance evaluation criteria for Independent Directors:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Independent Directors which are as under-

1. Frequency of meetings attended

2. Timeliness of circulating Agenda for meetings and descriptiveness

3. Quality, quantity and timeliness of flow of information to the Board

4. Promptness with which Minutes of the meetings are drawn and circulated

5. Opportunity to discuss matters of critical importance, before decisions are made

6. Familiarity with the objects, operations and other functions of the company

7. Importance given to Internal Audit Reports, Management responses and steps towards improvement

8. Avoidance of conflict of interest

9. Exercise of fiscal oversight and monitoring financial performance

10. Level of monitoring of Corporate Governance Regulations and compliance

11. Adherence to Code of Conduct and Business ethics by directors individually and collectively

12. Monitoring of Regulatory compliances and risk assessment

13. Review of Internal Control Systems

14. Performance of the Chairperson of the company including leadership qualities.

15. Performance of the Whole time Director

16. Overall performance of the Board/ Committees.

STAKEHOLDER RELATIONSHIP AND GRIEVANCE COMMITTEE

The Stakeholder Relationship Committee deals with the matters relating to shareholders and investors grievances.

During the Financial year ended 31^st March, 2023, the Committee met four times on 30^th May, 2022, 10^th August, 2022, 14^th November, 2022 and 14^th February, 2023. The composition of the Stakeholder Relationship and Grievance Committee and details of their attendance at the meetings are as follows:

Sr. No. Name of the Director	Position	Category	No. of meetings attended
1. Mrs. Aarti Jadhav	Chairman	Independent Director	4
2. Mrs. Rafiqunnisa Merchant	Chairman	Non-Executive Director	2
3. Mrs. Shamim Sheikh	Member	Non-Executive Director	4
4. Mr. Yunus R. Memon	Member	Executive Director	4

No. of investors complaints received by the RTA/ Company during the year: NIL No. of complaints not solved to the satisfaction of shareholders during the year: NIL No. of complaints pending as at 31^st March, 2023: NIL

Prohibition of Insider Trading:

Comprehensive guidelines advising and cautioning the management, staff and other relevant business associates on the procedure to be followed while dealing with the securities of the company have been issued and implemented.

GENERAL BODY MEETINGS:

Details about location, dates and details of the Special Resolutions passed at the previous three AGMs are as under:

Financial Year	Meeting and Venue	Day, Date and Time	Special Resolutions passed
2021-22	46th AGM through Video Conferencing (“VC”)	Monday, 26.09.2022 at 03:00 P.M.	Re-appointment of Mrs. Saba Sultana Memon as Independent Director of the Company for the second term of Five years.
2020-21	45th AGM through Video Conferencing (“VC”)	Monday, 27.09.2021 at 03:00 P.M.	Appointment of Mrs. Arati Jadhav as Independent Director of the Company for the term of Five years.
2019-20	44th AGM through Video Conferencing (“VC”)	Monday, 26.10.2020 at 03:00 P.M.	Re-appointment of Mr. Yunus Memon as Managing Director of the Company for the further term of Three years.

CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and members of the Senior Management of the Company and they have affirmed their compliance with the code of conduct as approved and adopted by the Board of Directors. The Code of Conduct is available on the Companys website www.mpagroindustries.in

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in Annexure ‘III, which is annexed herewith.

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

LOANS, GUARANTEES OR INVESTMENT

Details of investment made and loans advances by the Company have been given in notes to Financial Statement. The Company has not given any guarantee pursuant to the provision of Section 186 of Companies Act, 2013.

DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 in Form AOC-2 is annexed herewith as Annexure: I to this report.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website. The web-address for the same is http://www.mpagroindustries.in

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in the prescribed format is available at http://www.mpagroindustries.in.

AUDITORS

M/s. Parikh Shah Chotalia & Associates, Chartered Accountants, the existing Statutory Auditors of the Company were re-appointed at the 42^nd Annual General Meeting (AGM) held on September 29, 2018 to hold office till the conclusion of forthcoming 47^th AGM for the second term of 5 years. Accordingly, they will retire at this AGM. In accordance with the provision of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the relevant Rules framed thereunder, the Board of Directors have proposed to appoint M/s. VCA & Associates, Chartered Accountants, as Statutory Auditors of the Company for a term of five consecutive years at the ensuing 47^th AGM till the conclusion of 52^nd AGM, in place of retiring Auditors M/s. Parikh Shah Chotalia & Associates, Chartered Accountants.

The Statutory Auditors Report for FY 2022-2023 on the financial statement of the Company forms part of this Annual Report.

The Statutory Auditors report on the financial statements for FY 2022-2023 does not contain any qualifications, reservations or adverse remarks or disclaimer.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso to Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. J. J. Gandhi & Co., Company Secretaries, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report is annexed herewith marked as Annexure “II” to this Report.

The Board has duly reviewed the Secretarial Audit Report and the observations and comments, appearing in the report are self-explanatory.

Clarifications on comments by Secretarial Auditor

The Company has effectively converted shares of all Promoters from physical to Dematerialization form except shares of three promoters who are expired. The Company has taken exemption from the Stock Exchange, from compliance with the provisions of Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Further the shares of one of them are already transmitted and are In the process of Dematerialization.

INTERNAL AUDITOR

The Board of Directors has appointed M/s. Jain Monika & Associates, Chartered Accountants, as Internal Auditors for the FY 2022 2023 to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(10) of the Companies Act, 2013 the Company has established a vigil mechanism for directors and employees to report genuine concerns to the management instances of Unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said mechanism is available to all the employees of the Company and operating effectively. During the year, the Company has not received any complaint through such mechanism. A copy of the said policy is available on the website of the Company at http://www.mpagroindustries.in

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

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013 relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

LISTING OF SHARES

Your Company has paid the requisite Annual Listing Fees to BSE Limited (Scrip Code: 506543), where its securities are listed.

DEMATERIALIZATION OF SHARES

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). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid.

CORPORATE GOVERNANCE

Pursuant to Regulation 15 of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance as specified in regulation 27 and Schedule V para C, D, and E does not apply to our Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) and schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed herewith marked as Annexure “VI” to this Report.

DISCLOSURE AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:

The Company is not required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual Policy in line with the requirements of the Sexual Harassment of Women at the Work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. A copy of the said policy is available on the website of the Company at http://www.mpagroindustries.in.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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:

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of subsection (5) of Section 134 of the Companies Act, 2013, your Directors confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The accounting policies had been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year on 31^st March 2022 and of profit and loss of the Company for that period; c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts had been prepared on a going concern basis; e) Internal financial controls, to follow by the Company are duly laid down and these controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 46^th Annual General Meeting of the Company including the Annual Report for Financial Year 2021-22 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses by sending email to mpagroindustries@gmail.com with subject as “E-mail for Green Initiative” mentioning their Folio no./Client ID. Members holding shares in electronic form may register/update their e-mail addresses with the Depository through their concerned Depository Participant(s).

ACKNOWLEDGEMENT

Your Directors acknowledge the continued co-operation and assistance received from the state and central government authorities and companys bankers, customers, vendors, investors and all other stake holders during the year. Your Directors express their sincere appreciation and gratitude for the whole hearted contribution made by employees at all level who through their capability and hard work have enable your company attain good performance during these difficult times and look forward to their support in future as well.

	For and on behalf of the Board of Directors
	M. P. Agro Industries Ltd.
Place: Vadodara	Shamim Sheikh
Date: 14th August, 2023	Chairperson of the Board