Chandni Machines Ltd

To The Members Chandni Machines Limited,

Your Directors have pleasure in presenting the 8^th Annual Report together with Audited Financial Statements for the year ended 31^st March, 2024 of CHANDNI MACHINES LIMITED. The Financial Results of the Company have been summarized and given below:

1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:

(In Rupees)

2. REVIEW OF OPERATIONS:

Turnover of the Company has Increased to Rs. 165,92,70,966/- in the Current Year as compared to Rs. 51,62,15,967/- Lakhs in the Previous Year.

The Profit before tax has increased to Rs. 2,37,93,145/- in the Current Year as compared to Rs. 48,75,392/- in the Previous Year.

The Net Profit after tax has increased to Rs. 1,72,94,525/- in the Current Year as compared to Rs. 34,95,504/- in the Previous Year.

3. DIVIDEND:

The Board of Directors ("Board") after assessing the performance, capital position, solvency and liquidity levels of the Company and in order to conserve the resources of Company, your Directors do not recommend any dividend.

The Company has formulated a Dividend Distribution Policy which has been approved by the Board.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, j

2015 (‘SEBI Listing Regulations') the Dividend Distribution Policy is hosted on the website of the Company at www.cml.net.in.

4. TRANSFER TO RESERVES:

The Company had profits of Rs. 1,72,94,525/- as at March 31,2024. An amount of Rs. 1,72,94,525/- is proposed to be retained in the Profit & Loss Account.

5. CHANGE IN NATURE OF BUSINESS. IF ANY:

During the financial year, there has been no change in the business of the Company or in the nature j

of business carried by the Company during the financial year under review.

6. MATERIAL CHANGES AND COMMITMENTS: j

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which financial statement relate and the date of the Report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on 31^st March, 2024 your Company does not have any Subsidiary, Associate or Joint Venture j

Companies.

8. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status and the Company's operation in future.

9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

10. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declaration of compliance of Rule - 6(1) & (2) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along with the declaration that they meet the Criteria of Independence as laid down under Section - 149(6) of the Companies Act, 2013.

The Company convened Independent Director's Separate Meeting in terms of Schedule - IV to the Companies Act, 2013 on 2^nd February, 2024.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors duly met Five (5) times during the financial year from 01^st April, 2023 to 31^st March, 2024. The dates on which meetings were held are 29^th May 2023, 10^th August 2023, 24^th August, 2023, 6^th November 2023, and 2^nd February 2024. All the Members were present in the Meeting.

The gap between two Board Meetings didn't exceed 120 days as per Section - 173 of the Companies Act, 2013.

12. ATTENDANCE OF DIRECTORS:

Attendance of Directors at the Board Meetings held during the financial year ended 31^st March, 2024

and at last AGM are as under: j

13. COMMITTEES:

Your Company has duly constituted the following mandatory Committees in terms of the provisions j of the Companies Act, 2013 read with rules framed thereunder viz.:

• Audit Committee:

The Composition of Audit Committee is in alignment with provision of Section-177 of the Companies Act, 2013 read with the rules issued thereunder and Regulation-18 of the SEBI Listing j

Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Composition of Audit Committee is as under:

During the year Four (4) meetings of Audit Committee was held on 29^th May 2023, 10^th August 2023 : and 6^th November 2023 and 2^nd February 2024. Attendance of Directors at the Audit Committee Meetings held during the financial year ended 31^st March, 2024 are as under:

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

• Nomination and Remuneration Committee:

The Composition of Nomination & Remuneration Committee is as under:

During the year Two (2) meetings of Nomination and Remuneration Committee was held on 24^th August 2023 and 6^th November 2023. Attendance of Directors at the Nomination and Remuneration Committee Meetings held during the financial year ended 31^st March, 2024 is as under:

The Board accepted the recommendations of the Nomination and Remuneration Committee whenever made by the Committee during the year.

• Stakeholders' Relationship Committee:

The Composition of Stakeholder Relationship Committee is as under:

During the year Two (2) Meetings of Stakeholder Relationship Committee was held on 10^th August and 6^th November 2023. Attendance of Directors at the Stakeholders Relationship Committee Meetings held during the financial year ended 31^st March, 2024 is as under:

The Board accepted the recommendations of the Stakeholder Relationship Committee whenever made by the Committee during the year.

14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company has been following a policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is fixed in accordance with the provisions of the Company's Act, 2013 which comprises of Basic Salary, Perquisites, Allowances and Commission. The Remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions Companies Act, 2013.

The criteria for appointment of Board of Directors and Remuneration Policy of your Company are placed on the website of the Company http://www.cml.net.in

15. FAMILIARIZATION PROGRAMME:

The details of programs for familiarization of Independent Directors with the Company, their roles, responsibilities, in the Company and related matters are put up on the website of the Company at the link: http://www.cml.net.in

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee formulated the criteria for evaluation of the performance of the Board of Directors, its various Committees constituted as per the provisions of the Companies Act, 2013 and Individual Directors. Based on that, the Board of Directors carried out an Annual Evaluation of its own performance and of its various Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee expressed their satisfaction with its performance and performance of its committees. The Board of Directors also evaluated the performance of individual Director on the basis of self-appraisal and expressed their satisfactory performance. The Board of Directors also carried out an annual performance evaluation of its Independent Directors and expressed their satisfaction with their functioning / performance.

17. PARTICULARS OF EMPLOYEES:

The statement of particulars of Appointment and Remuneration of managerial personnel pursuant to Section - 197(12) of the Companies Act, 2013 read with Rule - 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure - II".

Pursuant to Rule - 5 of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014, none of the employees of the Company was in receipt of the remuneration during the financial year 2023-2024, which in aggregate was in excess of Rs. 1.02 Crores per year or Rs. 8.5 Lakhs per month or in excess of remuneration drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less i than two percent of the equity shares of the Company.

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

The Company has a proper and adequate system of Internal Controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorised, recorded and reported correctly. An extensive programme of Internal Audits and Management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The Company has in placed adequate Internal Financial Controls with reference to Financial Statements.

In accordance with Rule - 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the Financial Statements.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section - 134(5) of the Companies Act, 2013 the Directors to the best of their knowledge hereby state and confirm that:

• In the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, the i applicable accounting standards have been followed and there are no material departures.

• The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 31^st March, 2024 and of its profit for the year.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the annual accounts on a going concern basis.

• The Directors have laid down Internal Financial Controls to be followed by the Company and j such Internal Financial Controls are adequate and were operating effectively, and;

• The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits within the meaning of Section - 73 to 76 of the j

Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there are no outstanding deposits which are pending for repayment.

21. LOAN FROM DIRECTOR:

During the year under review, your Company has not received any loan from any Directors of the j

Company.

22. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186: j

The particulars of Loans, Guarantees, and Investments have been disclosed in the Financial j

Statements read together with Notes annexed to and forming an integral part of the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions are entered on Arm's Length Basis and in the ordinary course of j business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The disclosure of Related Party Transactions as required under Section - 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is given in "Annexure - III" of this Report.

The details of transactions with Related Parties are also provided in the Company's Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company's website and can be seen at the link: www.cml.net.in

EARNINGS AND OUTGO:

Since the company is involved in Trading of machinery, the provisions of conservation of energy and technology absorptions are not applicable to the company.

During the year under review your company has following Foreign Exchange Earnings and Outgo:

25. RISK MANAGEMENT:

The Company has a Risk Management framework for identification, assessment and mitigation of risks. This framework essentially creates transparency and minimizes the risk and adverse impact on the business objectives and enhances the Company's competitive edge. This frame work consists of various risk models helping in identifying risk, risk trends, exposure and potential influence analysis is separately for various business segments and at various levels of the Company.

Based on the operations of the Company new risks, if any, are identified, appropriate steps are taken to mitigate them. Our internal control encompasses various management system, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section - 177 (9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy is available on the website of the Company: http://www.cml.net.in

27. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall in the ambit of limit as specified in Section 135 of the Companies Act, 2013, read with Rule framed there under in respect of Corporate Social Responsibility.

28. STATUTORY AUDITOR AND STATUTORY AUDITOR'S REPORT:

The Statutory Auditor of the Company were re-appointed at the 6^th Annual General Meeting held on September 29, 2022, to hold the office for a period of five years till the conclusion of the 11^th Annual General Meeting to be held in the year 2027, in terms of the applicable provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014.

The Auditors' Report on Standalone Financial Statements for the financial year 2023-2024, issued by M/s. Ambavat Jain & Associates LLP, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation or adverse remark.

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company as per Section 142(12) of the Companies Act, 2013.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section - 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2023-2024. The Report is attached herewith as "Annexure - IV" to the Board's Report.

There are no qualifications, reservations, adverse remark or disclaimer in the Secretarial Audit Report.

During the year under review, no instances of fraud were reported by the Secretarial Auditors of the Company.

30. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

Your Directors state that the applicable Secretarial Standards have been followed during the financial year 2023-2024.

31. ANNUAL RETURN:

The Annual Return for F.Y. 2023-2024 is available on the website of the Company at www.cml.net.in

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation - 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as "Annexure - V".

33. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN SECURITIES:

During the year, Company has amended the Code of Conduct for Prevention of Insider Trading in Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018, which is effective from 01^st April, 2019. The amended Code is uploaded on the i website of the Company. The objective of the Code is to protect the interest of shareholders at large, to prevent misuse of any Unpublished Price Sensitive Information (UPSI) and to prevent any insider trading activity by dealing in shares of the Company by its Directors, Designated Persons and Employees. Further the company has maintained structured digital database (SDD) under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 for capturing and maintain the trail of sharing UPSI of the company with the Designated Persons.

34. CORPORATE GOVERNANCE:

Pursuant to the Regulation - 15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions shall not apply to listed entities having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year. The Equity Share Capital of the company is less than Ten Crore and the net worth of the company is less than Twenty Five Crore, therefore the provisions pursuant to Regulation 15(2) of the SEBI (Listing j

Obligation and Disclosure Requirements) Regulations, 2015 is not Applicable to the company and is not required to make report Corporate Governance.

35. DISCLOSURE IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has provided a safe and dignified work environment for employee which is free of discrimination. The objective of this Policy is to provide Protection against Sexual Harassment of Women at Workplace and for Redressal of any such complaints of harassment.

Pursuant to requirements of Section - 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, it is hereby declared that the Company has not received any complaint of sexual harassment during the year under review.

36. INSIDER TRADING CODE:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the Company has formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (‘Fair Disclosure Code') which are in force.

The Fair Disclosure Code is available on the website of the Company at www.cml.net.in

37. LISTING WITH STOCK EXCHANGES: j

The Company confirms that it has paid Annual Listing Fees for the year 2024-2025 to the Stock

Exchanges i.e. The BSE Limited where the Company's shares are listed. j

38. OTHER DISCLOSURES

• The Company is in the business of Trading, therefore provisions of Cost records are not j applicable to the Company.

• There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY2024.

• There was no instance of one-time settlement with any Bank or Financial Institution. j

• Disclosures with respect to demat suspense account/ unclaimed suspense account are not j applicable to the Company.

39. CAUTIONARY STATEMENT:

Statements in Annual Report, including those which relate to Management Discussion and !

Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward looking statements' within the meaning of applicable Laws and Regulations.

Although the expectations are based on reasonable assumptions, the actual results might differ.

40. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Company's Customers, Vendors, Bankers, Auditors, Investors, Government Authorities and Stock Exchange during the year under review. Your Directors place on record their appreciation of the contributions made by employee at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.