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  • Company Info.

    M Lakhamsi Industries Ltd.

    Management Team



    Market Cap.(`) 5.45 Cr. P/BV 0.67 Book Value (`) 13.57
    52 Week High/Low ( ` ) 9/3 FV/ML 10/1 P/E(X) 7.29
    Book Closure 28/09/2024 EPS (`) 1.25 Div Yield (%) 1.10
    You can view Board of Directors and Key Executives of the company.

    Board of Directors
    Sr.No.NameDesignation
    1 Mr. Sanjiv Mulchand SawlaManaging Director
    2 Ms. Mallika Sanjiv SawlaDirector & CFO
    3 Mr. Nilesh Damjibhai ViraExecutive Director
    4 Ms. Smita Mayur ParekhIndependent Director
    5 Mr. Kunaal YoddhaIndependent Director

    Key Executives
    Sr.No.NameDesignation
    1 Ms. PoojaCo. Secretary & Compl. Officer
  • M Lakhamsi Industries Ltd.

    Directors Report



    Market Cap.(`) 5.45 Cr. P/BV 0.67 Book Value (`) 13.57
    52 Week High/Low ( ` ) 9/3 FV/ML 10/1 P/E(X) 7.29
    Book Closure 28/09/2024 EPS (`) 1.25 Div Yield (%) 1.10
    You can view full text of the latest Director's Report for the company.
    Year End :2024-03

    Your Directors' have pleasure in presenting the 40th Directors' Report on the
    Business and Operations of the Company together with the Audited Financial
    Statements of Accounts and the Auditors' Report for the year ended March 31,
    2024.

    1. FINANCIAL PERFORMANANCE

    ( InLakhs)

    Particulars

    Financial Year

    Financial Year

    2023-2024

    2022-2023

    Revenue from Operations

    10477.71

    11608.10

    Other Income

    77.04

    270.93

    Total Revenue

    10554.76

    11879.03

    Cost of Material Consumed

    Purchase of Stock-in-Trade

    -

    -

    Change in Inventories of finished goods, stock-in
    trade and work in progress

    (271.98)

    604.71

    Employee Benefit Expenses

    39.91

    39.75

    Finance Cost

    105.55

    95.73

    Depreciation and Amortization Expenses

    6.02

    5.82

    Other Expenses

    90.95

    85.92

    Total Expenses

    10459.12

    11781.10

    Profit/ (loss) before tax

    95.64

    97.93

    Tax Expenses

    24.55

    (24.74)

    Profit for the year

    71.09

    73.19

    Earning Per Share (Basic)

    1.19

    1.23

    Earning Per Share (Diluted)

    1.19

    1.23

    2. (A) STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:

    > State of Company Affairs:-

    The company is engaged in the business of buying, selling, import, export,
    market, develop, distribute, trade or otherwise engage or deal in all types of
    oilseeds, pulses, spices, Oilseeds, Pulses, Spices, Oils, edible and nonedible
    Oils, grains, vegetables, herbs, pickles and other items derived from
    agricultural, farming or relevant activities.

    > Review of Operations:-

    Ý The revenue from operations decreased during current financial
    year 2023-24. The revenue generated from operations

    amounted to 10477.72 Lakhs in F.Y. 2023-24 as compared to F.Y.
    2022-23 in which revenue generated was amounted to
    11608.10Lakhs.

    Ý Profit before taxation decreased from 97.93 Lakhs in F.Y. 2022¬
    23 to 95.64 Lakhs in F.Y. 2023-24.

    Ý The management of the Company is putting their best efforts to
    improve the performance of the Company.

    B) CHANGE IN MANAGEMENT

    During the period under review, no change has been occurred in the
    Management of the Company.

    3. SHARE CAPITAL

    Authorized Share Capital of the Company stood at INR 7,00,00,000/- (Indian
    Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lacs) Equity Shares
    of INR 10/- each (Indian Rupees Ten each).

    Consequently, the paid-up capital stood at INR 5,96,56,870/- (Indian Rupees
    Five Crores Ninety-Six Lacs Fifty Six Eight Hundred Seventy Thousand Only)
    divided into 59,65,687 (Fifty-Nine Lacs Thirty-Six Thousand) Equity Shares of
    INR 10/- (Indian Rupees Ten Only) each.

    4. DEPOSITS:

    During the year under review, your Company has not accepted any deposits,
    falling within the meaning of Section 73 of the Companies Act, 2013 and the
    Companies (Acceptance of Deposits) Rules, 2014.

    5. DIVIDEND:

    The Board of your Company is pleased to recommend a final dividend of Rs. 0.10
    (Ten Paisa Only), {i.e., 1%} per equity share having face value of Rs. 10 each on
    Friday, 6th September, 2024. The proposed Dividend, subject to approval of
    Shareholders in the ensuing Annual General Meeting of the Company, will be
    paid to members within the period stipulated by the applicable Companies Act.
    The dividend would be payable to all Shareholders whose names appear in the
    Register of Members as on the Book Closure Date. The Register of Members and
    Share Transfer books shall remain closed from
    Sunday, 22th September.
    2024 to Saturday, 28th September. 2024 (both dav inclusive).

    6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
    PROTECTION FUND:

    As per the provisions of Section 125(2) of the Companies Act, 2013, there was
    no unclaimed dividend amount in the books. Hence, the Company has not
    transferred any such amount to Investor Education and Protection Fund.

    7. AMOUNTS. IF ANY. WHICH IT PROPOSES TO CARRY TO ANY RESERVES:

    The Board of Directors have not proposed to transfer any amount to General
    Reserves of the Company.

    8. REVISION OF FINANCIAL STATEMENT. IF ANY:

    There was no revision in the financial statements of the Company.

    9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

    Board of Directors

    As on date of this report, the composition of the Board and Key Managerial
    Personnel is as below:

    DIN No /
    PAN

    Name of Director

    Designation

    Date of
    Appointment

    Date of
    Resignation

    02045968

    Sanjiv Mulchand
    Sawla

    Managing

    Director

    27/07/2021

    NA

    00429203

    Nilesh Damjibhai
    Vira

    Director

    08/04/2021

    NA

    01943285

    Mallika Sanjiv Sawla

    Director

    27/07/2021

    NA

    02823232

    Smita Mayur Parekh

    Independent

    Director

    27/07/2021

    NA

    09267303

    Kunaal Yoddha

    Independent

    Director

    30/08/2021

    NA

    Key Managerial Personnel

    Ms. Pooja having Membership No. A54271 is Whole Time Company
    Secretary and Compliance Officer of the Company with effect from 18th May,
    2021.

    Ms. Mallika Sanjiv Sawla is CFO of the Company with effect from 27th July,
    2021.

    10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

    During the Financial Year under review, 09(Nine) meetings of the Board of
    Directors were held. The dates on which the said meetings were held:

    1. 26th May, 2023;

    2. 04th July, 2023;

    3. 10th August, 2023;

    4. 25th August, 2023;

    5. 08th November, 2023;

    6. 02nd December,2023

    7. 09th January,2024

    8. 12th February, 2024

    9. 15th March, 2024

    The intervening gap between the Meetings was within the period prescribed
    under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

    S.No.

    Name of Director

    Designation

    No. of Board
    Meeting
    eligible to
    attend

    No. of

    Meetings

    attended

    No. of
    Meeting in
    which
    absent

    1

    Sanjiv Mulchand
    Sawla

    Managing

    Director

    9

    9

    -

    2

    Nilesh Dhamjibhai
    Vira

    Director

    9

    9

    -

    3

    Mallika Sanjiv Sawla

    Director

    9

    9

    -

    4

    Smita Mayur Parekh

    Independent

    Director

    9

    9

    -

    5

    Kunaal Yoddha

    Independent

    Director

    9

    9

    -

    11. SEPARATE MEETING OF INDEPENDENT DIRECTORS.

    Independent Directors of the Company held their Separate meeting under
    Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements)
    Regulations, 2015 and Schedule IV of Companies Act, 2013 on
    Wednesday,20th March, 2024 at the registered office of the Company at 505
    Churchgate Chambers, 5 New Marine Lines, Mumbai City, Maharashtra -
    400020, India, to evaluate their performance.

    12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL
    POSITION OF THE COMPANY

    There were no material changes occurred during the period under review.

    13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186
    OF THE COMPANIES ACT. 2013:

    The particulars of loans, guarantees and investment wherever required, have
    been disclosed in the financial statement, which also form part of this report.

    14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY: -

    According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal
    Financial Control (IFC)” means the policies and procedures adopted by the
    Company for ensuring the orderly and efficient conduct of its business,
    including adherence to the company's policies, safeguarding of its assets,
    prevention and detection of frauds and errors, accuracy and completeness of
    the accounting records and timely preparation of reliable financial
    information. The company has a well-placed, proper and adequate Internal
    Financial Control System which ensures that all the assets are safeguarded and
    protected and that the transactions are authorized recorded and reported
    correctly. To further strengthen the internal control process, the company has
    developed the very comprehensive compliance management tool to drill down
    the responsibility of the compliance from the top management to executive
    level.

    The compliance relating to Internal Financial controls have been duly certified
    by the statutory auditors.

    15. CORPORATE SOCIAL RESPONSIBILITY fCSR) :-

    Pursuant to the provisions of Section 135 of the Companies Act, 2013, every
    company having Net Worth of Rupees Five Hundred Crore or More, or
    Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees
    Five Crore or More during any financial year shall constitute a Corporate Social
    Responsibility Committee of the Board and shall formulate a Corporate Social
    Responsibility Policy. Therefore, Provisions of Corporate Social Responsibility
    are not applicable on the Company and Company has not developed and
    implemented any Corporate Social Responsibility Initiatives as provisions of
    Section 135(1) of the Companies Act, 2013 read with Companies (Corporate
    Social Responsibility Policy) Rules, 2014.

    16. CORPORATE GOVERNANCE: -

    As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure
    Requirement) Regulations, 2015, compliance with the Corporate Governance
    provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of
    sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not
    apply to the company having Paid up Equity Share Capital not exceeding Rs. 10
    Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the
    previous financial year. The Company is covered under the exception given
    under Regulation 15(2) of SEBI (Listing Obligation and Disclosure
    Requirement) Regulations, 2015, therefore Company is not required to comply
    with the said provisions.

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

    The particulars as prescribed under Sub-section (3) (m) of Section 134 of the
    companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014
    are annexed herewith at
    ‘ANNEXUERE I' to the Board Report.

    18. DECLARATION BY AN INDEPENDENT DIRECTORfS) AND RE¬
    APPOINTMENT. IF ANY: -

    All Independent Directors of the Company have given declaration to the
    Company under Section 149(7) read with Schedule IV of the Companies Act,
    2013, they meet the criteria of independence as provided in the Sub-section
    6 of Section 149 of the Act and also under the SEBI (Listing Obligation and
    Disclosure Requirements) Regulation, 2015. In the opinion of the Board, the
    Independent Directors of the Company possess necessary expertise,
    integrity and experience.

    None of the Independent Director on the Board of the Company serve as an
    Independent Director in more than Seven (7) Listed Companies nor holds
    the position of Whole time Director in any Listed Company. Independent

    Directors of the Company have been appointed in accordance with the
    applicable provisions of the Companies Act, 2013 ("Act”) read with relevant
    rules.

    19. BOARD EVALUATION:-

    The Board of Directors has carried out an annual evaluation of its own
    performance, board committees and individual directors pursuant to the
    provisions of the Act and the corporate governance requirements as
    prescribed by Securities and Exchange Board of India (Listing Obligations and
    Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations”).

    The performance of the board was evaluated by the Board after seeking inputs
    from all the directors on the basis of the criteria such as the board composition
    and structure, effectiveness of board processes, information and functioning,
    etc.

    The performance of the committees was evaluated by the Board after seeking
    inputs from the committee members on the basis of the criteria such as the
    composition of committees, effectiveness of committee meetings, etc.

    The Board and the Nomination and Remuneration Committee reviewed the
    performance of the individual directors on the basis of the criteria such as the
    contribution of the individual director to the Board and Committee meetings
    like preparedness on the issues to be discussed, meaningful and constructive
    contribution and inputs in meetings, etc. In addition, the chairman was also
    evaluated on the key aspects of his role.

    In a separate meeting of independent directors, performance of non¬
    independent directors, performance of the board as a whole and performance
    of the chairman was evaluated, taking into account the views of executive
    directors and non-executive directors. The same was discussed in the board
    meeting that followed the meeting of the independent directors, at which the
    performance of the board, its committees and individual directors was also
    discussed. Performance evaluation of independent directors was done by the
    entire board, excluding the independent director being evaluated.

    20. RATIO OF REMUNERATION TO EACH DIRECTOR: -

    During the year Company has given remuneration to following Director of the
    Company in the ratio of 2:3
    -SANJIV M. SAWLA : 9,00,000/-
    -MALLIKA S. SAWLA; 6,00,000/-

    21. COMMITTEES OF THE BOARD AND OTHER COMMITTEES: -

    Currently, the Board has following committees: -

    ? Audit Committee;

    ? Nomination & Remuneration Committee;

    ? Audit Committees:

    The Audit Committee of the Company is constituted/re-constituted in line with
    the provisions of
    Section 177 of the Companies Act, 2013 and other
    applicable laws. The Audit Committee comprises of majority of the Independent
    Directors. All the members of the Committee have experience in financial matters.
    The Audit Committee is constituted in line to monitor and provide effective
    supervision of the management's financial reporting process, to ensure accurate
    and timely disclosures, with the highest level of transparency, integrity, and
    quality of Financial Reporting. The details of the composition of the committee
    are set out in the following table: -

    S.No.

    Name

    Status

    Designation

    1.

    Ms. Mallika Sanjiv
    Sawla

    Director & Chief
    Financial Officer
    (CFO)

    Chairperson

    2.

    Ms. Smita Mayur
    Parekh

    Independent

    Director

    Member

    3.

    Mr. Kunaal Yoddha

    Independent

    Director

    Member

    During the Year under review 04(Four) meetings of the Audit Committee were
    convened and held. The dates on which the said meetings were held:

    1. 26th May, 2023

    2. 10th August, 2023

    3. 08th November, 2023

    4. 12th February, 2024

    S.No.

    Name of the Members

    Designation

    No. of Audit
    Committee
    Meetings attended
    during the year

    1.

    Ms. Mallika Sanjiv
    Sawla

    Chairperson and
    Director

    4

    2.

    Ms. Smita Mayur
    Parekh

    Member and
    Independent Director

    4

    3.

    Mr. Kunal Yoddha

    Member and
    Independent Director

    4

    During the year, all recommendations of the audit committee were approved by
    the Board of Directors.

    ? Nomination & Remuneration Committee:

    The Nomination and Remuneration Committee of the Company is
    constituted/reconstituted in line with the provisions of
    Section 178 of the
    Companies Act, 2013
    . The Nomination and Remuneration Committee
    recommends the appointment of Directors and remuneration of such Directors.
    The level and structure of appointment and remuneration of all Key Managerial
    personnel and Senior Management Personnel of the Company, as per the
    Remuneration Policy, is also overseen by this Committee.

    Our Company has constituted a nomination and remuneration committee
    ("Nomination and Remuneration Committee"). The details of the composition of
    the Committee are set out in the following table:

    S.No.

    Name

    Status

    Designation

    1.

    Ms. Mallika Sanjiv
    Sawla

    Director & Chief
    Financial Officer
    (CFO)

    Member

    2.

    Ms. Smita Mayur
    Parekh

    Independent

    Director

    Chairman

    3.

    Mr. Kunaal
    Yoddha

    Independent

    Director

    Member

    During the Financial Year under review 01 (One) meetings of the Nomination and
    Remuneration Committee were convened and held. The dates on which the said
    meetings were held:

    1. 15th March, 2024

    S.No.

    Name of the
    Members

    Designation

    No. of Nomination
    and Remuneration
    Committee
    Meetings attended
    during the year

    1.

    Ms. Mallika Sanjiv
    Sawla

    Director and chief
    Financial Officer(CFO)

    1

    2.

    Ms. Smita Mayur
    Parekh

    Chairman and
    Independent Director

    1

    3.

    Mr. Kunal Yoddha

    Member and
    Independent Director

    1

    22. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER
    DETAILS :-

    The Nomination & Remuneration Committee of Directors have approved a Policy
    for Selection, Appointment, Remuneration and determine Directors'
    Independence of Directors which inter-alia requires that composition of
    remuneration is reasonable and sufficient to attract, retain and motivate
    Directors, KMP and senior management employees and the Directors appointed
    shall be of high integrity with relevant expertise and experience so as to have
    diverse Board and the Policy also lays down the positive attributes/criteria while
    recommending the candidature for the appointment as Director.

    Nomination & Remuneration Policy is uploaded on the website of the Company
    i.e. at
    www.m.lakhamsi.com.

    23. RISK MANAGEMENT: -

    Pursuant to Section 134(3) (n) of the Companies Act, 2013, the Company has
    developed and implement the Risk Management Policy for the Company
    including identification therein of elements of risk, if any, which is in the opinion
    of the Board may threaten the existence of the Company. These are discussed at
    the meeting of the Audit Committee and the Board of Directors of the Company.

    At present the Company has not identified any element of risk which may
    threaten the existence of the Company.

    24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
    PARTIES :-

    During the year under review, the Company has entered into related party
    transactions falling under sub section (1) of Section 188 of the Companies Act,
    2013. Form for disclosure of particulars of contracts/arrangements as required
    under clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2)
    of the Companies (Accounts) Rules, 2014 is provided in the Board Report in the
    form AOC- 2 as “ANNEXURE -II”.

    25. NO FRAUDS REPORTED BY STATUTORY AUDITORS:-

    During the Financial Year 2023-24, the Auditors have not reported any matter
    under
    Section 143(12) of the Companies Act, 2013, therefore no detail is
    required to be disclosed under
    Section 134(3) of the Companies Act, 2013.

    26. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:-

    During the year under review, the Company have a Subsidiary M/S LAKHAMSI
    FZE

    Hence provisions of Section 129(3) of the Companies Act, 2013 relating to
    preparation of consolidated financial statements are applicable.

    27. MECHANISM / WHISTLE BLOWER POLICY

    Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and
    Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement)
    Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil
    mechanism of Directors and employees to report to the management about the
    unethical behavior, fraud or violation of Company's code of conduct. The
    mechanism provides for adequate safeguards against victimization of
    employees and Directors who use such mechanism and makes provision for
    direct access to the chairman of the Audit Committee in exceptional cases. The
    policy of vigil mechanism is available on the Company's website at
    www.m.lakhamsi.com.

    28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
    REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
    CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE: -

    During the period under review, no material orders have been passed by the
    regulators or courts or tribunals impacting the going concern status and
    company's operations in future.

    29. DIRECTORS’ RESPONSIBILITY STATEMENT: -

    Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013,
    with respect to Directors Responsibilities Statement, it is hereby confirmed:

    (a) That in the preparation of the annual accounts for the financial year ended
    31st March, 2024 the applicable accounting standards had been followed
    along with proper explanation relating to material departures;

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

    a. That the directors had taken proper and sufficient care for the
    maintenance of adequate accounting records in accordance with the
    provisions of Companies Act, 2013 for safeguarding the assets of the
    company and for preventing and detecting fraud and other
    irregularities;

    (c) That the directors had prepared the annual accounts for the financial year
    ended 31st March, 2024 on a going concern basis;

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

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

    30. AUDITORS & AUDITORS’ REPORT: -
    CQ Statutory auditors

    M/s TDK & Co. Chartered Accountants, Mumbai (FRN: 109804W) have been
    appointed as Statutory auditor

    CQ Cost auditor

    Pursuant to Section 148 of the Companies Act 2013, maintenance of cost
    accounts and requirement of cost audit is not applicable.

    CQ Secretarial A uditor

    Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9
    of the Companies (Appointment and Remuneration of Managerial Personnel)
    Rules, 2014, the Board of Directors appointed M/s. Vikas Verma & Associates,
    Company Secretaries, having its registered office at B-502, Statesman House, 148,
    Barakhamba Road, New Delhi - 110001 as Secretarial Auditor for the year 2023¬
    2024. The Report of the Secretarial Audit is annexed herewith as ‘
    ANNEXURE -
    III
    ' The said Secretarial Audit Report does not contain any qualification,
    reservations, adverse remarks and disclaimer.

    CQ Internal Auditor

    Pursuant to the provision of Section 138(1) of the companies Act, 2013 read with
    Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions
    of the act, the Board of Directors appointed M/s Rajen T. Gala & Co., Chartered
    Accountants (FRN: 121577W)as an Internal Auditor of the Company for the
    financial year 2023 - 2024 in Board Meeting held on 15th March, 2024.

    31. LISTING OF SECURITIES: -

    The Company is listed on the BSE Limited and is regular in paying the annual
    listing fee to the stock exchange.

    32. SECRETARIAL STANDARDS: -

    Pursuant to the provisions of Section 118 of the Companies Act, 2013, the
    Company has complied with the applicable provisions of the Secretarial
    Standards issued by the Institute of Company Secretaries of India and notified
    by Ministry of Corporate Affairs.

    33. ANNUAL RETURN: -

    As required pursuant to Section 92(3) of the Companies Act, 2013 and rule
    12(1) of the Companies (Management and Administration) Rules, 2014, an
    annual return is uploaded on website of the Company
    www.m.lakhamsi.com.

    34. FAMILIARISATION PROGRAMMES: -

    The Company familiarizes its Independent Directors on their appointment as
    such on the Board with the Company, their roles, rights, responsibilities in the
    Company, nature of the industry in which the Company operates, etc. through
    familiarization programme. The Company also conducts orientation
    programme upon induction of new Directors, as well as other initiatives to
    update the Directors on a continuing basis. The familiarization programme for
    Independent Directors is disclosed on the Company's website
    www.m.lakhamsi.com.

    35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

    The Management's Discussion and Analysis Report for the year under review,
    as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI
    (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed
    to this Annual Report as ‘
    ANNEXURE-IV”.

    36. CODE OF CONDUCT: -

    Commitment to ethical professional conduct is a must for every employee,
    including Board Members and Senior Management Personnel of the Company.

    The Code is intended to serve as a basis for ethical decision-making in conduct
    of professional work. The Code of Conduct enjoins that each individual in the
    organization must know and respect existing laws, accept and provide
    appropriate professional views, and be upright in his conduct and observe
    corporate discipline. The duties of Directors including duties as an
    Independent Director as laid down in the Companies Act, 2013 also forms part
    of the Code of Conduct. All Board Members and Senior Management Personnel
    affirm compliance with the Code of Conduct annually.

    37. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN
    AT WORK PLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT-
    2013:

    The Company has zero tolerance towards sexual harassment at the workplace
    and towards this end, has adopted a policy in line with the provisions of Sexual
    Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

    Act, 2013 and the Rules there under. The Company has complied with
    provisions relating to the constitution of Internal Complaints Committee
    under the Sexual Harassment of Women at Workplace (Prevention,
    Prohibition and Redressal) Act, 2013 which redresses complaints received on
    sexual harassment. During the financial year under review, the Company has
    not received any complaints of sexual harassment from any of the women
    employees of the Company.

    38. STATEMENT ON OTHER COMPLIANCES

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

    a. Details relating to deposits covered under Chapter V of the Act.

    b. Issue of equity shares with differential voting rights as to dividend, voting
    or otherwise;

    c. Issue of shares (including sweat equity shares) to employees of the
    Company.

    d. Neither the Managing Director nor any of the Whole-time
    Directors of the Company receive any remuneration or
    commission.;

    39. BUSINESS RESPONSIBILITY REPORT (BRR)

    Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012
    dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual
    Report for the top 100 listed entities. In view of the requirements specified,
    the company is not mandated for the providing the BRR and hence do not form
    part of this Report.

    40. PARTICULARS OF EMPLOYEES

    In terms of the provisions of Section 197(12) of the Act read with Rules
    5(2) and 5(3) of the Companies (Appointment and Remuneration of
    Managerial Personnel) Rules, 2014, no employee has drawn remuneration
    in excess of the limit set out in the said rules
    . ‘ANNEXURE-V'

    41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
    THE INSOLVENCY AND BANKRUPTCY CODE. 2016

    As there is no application made or pending under Insolvency and Bankruptcy
    Code, 2016, so there is no requirement to give details of application made or
    any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

    42. WHOLE TIME DIRECTOR & CFO AND FINANCE MANAGER CERTIFICATION

    As required under Regulation 17(8) of the SEBI (LODR) Regulations, 2015,
    the Whole Time Director & CFO and Finance Manager's Certification is at
    ‘ANNEXURE-VI'.

    43. DETAILS OF ONE TIME SETTLEMENT

    During the period under review There has been no one time settlement and the
    valuation done while taking loan from the Banks or Financial Institutions.

    44. ACKNOWLEDGEMENTS

    The Directors wish to convey their appreciation to all of the Company's
    employees for their contribution towards the Company's performance. The
    Directors would also like to thank the shareholders, employee unions,
    customers, dealers, suppliers, bankers, governments and all other business
    associates for their continuous support to the Company and their
    confidence in its management.

    Date: 06.09.2024 For & on behalf of the Board

    Place: Mumbai M Lakhamsi Industries Limited

    Sd/- Sd/-

    Sanjiv Mulchand Sawla Mallika Sanjiv Sawla

    Managing Director Director and CFO

    DIN:02045968 DIN:01943285

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