The Directors of your Company are presenting their 44^th Annual Report of the
Company on the operations and financials of the Company for the year ended
on 31^st March 2024.

FINANCIAL RESULTS:

(Rs. In Thousand)

OPERATIONS:

During the year under review, the total income of the Company was Rs. NIL as
also nil income in the previous year. The loss for current fiscal is Rs
(2131.61)/-. (in thousands)

DIVIDEND:

Due to lack of profit, the Board of Directors has not recommended any
dividend for the financial year 2023-24.

CAPITAL ISSUE

During the financial year 2023-24 the Company has not issued shares with
differential voting rights nor granted stock options nor sweat equity. As on
March 31, 2024 the paid-up Equity Share Capital of the Company is Rs.
24,50,000/- (Rupees Twenty Four Lacs Fifty Thousand Only). Out of the total
paid up share capital of the Company, 70.12 % is held by Promoters and
Promoter Group, and balance of 29.88 % is held by persons other than
Promoters and Promoter Group out of which majority is in dematerialized
form.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act, 2013,
Shri K. K. Ganguly, Director of the Company, is retiring by rotation at the
ensuing Annual General Meeting of the Company and is eligible for re¬
appointment. The Board recommends his name for re-appointment as Director
of the Company.

First term of Shri Vipul Agarwal, Independent Director of the Company will be
expired on 06.07.2025, board has recommended his name for appointment as
Independent Director of the Company for the second term.

INDEPENDENT DIRECTORS:

Shri Vipul Agarwal and Shri K. K. Ganguly, the Independent Directors of the
Company, have submitted the Declaration of Independence, as required
pursuant to Section 149 (7) of the Companies Act, 2013, stating that they
meet the criteria of Independence as provided in Sub -Section 149(6) and
Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Company arranged familiarization programmes for the Independent
Directors. The Independent Directors have already been informed about their
duties, rights, responsibilities and Code of Conduct including various recent

changes of the Companies Act, 2013 in the Board Meeting of the Company.
The details of familiarization programme for Independent Director are
available on the website of the Company at-www.masterchemicals.in.

KEY MANAGERIAL PERSONNEL:

Pursuant to section 203 of the Companies Act, 2013 and Rules made
thereunder, the Company was required to appoint Key Managerial Personnel
(KMP). In view of this, Shri Subash Raju Kanumuri has been appointed as
Chief Financial Officer (CFO) of the Company w.e.f.12.11.2016, Shri Brijendra
Awasthi has been appointed as Manager of the Company.

In the F Y 2022-23, Shri Rajan Kumar Singh has been resigned from the post
of Company Secretary of the Company w.e.f. 10.09.2022.

AUDITORS:

At the 42^nd nnual General Meeting of the Company held on 30th September
2022 the Members approved appointment of M/s Gupta Rustagi & Co.,
Chartered Accountants, Mumbai (Firm Regn No. 128701W), as Statutory
Auditors of the Company to hold office for a period of five years from the
conclusion of that AGM till the conclusion of 47^th Annual General Meeting of
the company.

AUDITORS’ REPORT:

The Report of the Statutory Auditors M/s. Gupta Rustagi & Co., on the
financials of the Company for the Financial Year 2023-2024 is self¬
explanatory and lacks any qualifications and hence needs no further
explanations.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit during the year under
review.

AUDIT COMMITTEE:

The Board of Directors of the Company has constituted its Audit Committee in
Compliance with Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The details of members of the Committee are given below:

Shri Vipul Agarwal Chairman

Shri K. K. Ganguly Member

Smt Rana Zia Member

Out of three committee members, two are Independent Directors. The
Chairman of the Audit Committee is an independent Director which is in
Compliance with the Regulations 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as well as Section 177 of the
Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted its Nomination and
Remuneration Committee (pursuant to the requirement of Section 177 of the
Companies Act, 2013) to deal with matters related to managerial
remuneration of company as may be required from time to time.

The details of members of the Committee are given below:

Shri K. K. Ganguly Chairman

Shri Vipul Agarwal Member

Smt Rana Zia Member

During the year under review, a meeting of the Nomination and Remuneration
Committee of the Company was held on 11.08.2023.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of Company had constituted ‘Stakeholders
Relationship Committee’ as pursuant to Section 178 of the Companies Act,
2013.

The details of members of the Committee are given below:

Shri Vipul Agarwal Chairman

Shri K. K. Ganguly Member

Smt Rana Zia Member

During the period under review, the Company has not received any complaint
from the Shareholders/Investors. No Meetings of Stakeholders Relationship
Committee of the Company were held during the financial year 2023-24.

The Stakeholders Relationship Committee Meetings are held whenever
required in case the grievances of investors stand unresolved by the Registrar
and Share Transfer Agent of company, Link Intime India Private Limited.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has placed Policy on Prevention, Prohibition and Redressal of
Sexual Harrasement for women at workplace in accordance with the
requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Complain Committee (ICC)
has been in place to redress complaints received regarding Sexual
Harrasement. The policy has set guidelines on the redressal and enquiry
process that is to be followed by the complainants and ICC, while dealing with
issues related to Sexual Harassment at workplace.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The details of the vigil mechanism are mentioned in the Corporate Governance
Report and also available on the Company’s website at
www.masterchemicals.in.

CORPORATE SOCIAL RESPONSIBILITY:

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

NOMINATION AND REMUNERATION POLICY:

The Company has adopted a Nomination & Remuneration Policy for
determining qualifications, positive attributes and independence of a Director
and criteria for Directors appointment and remuneration. The features of this
policy are as follows:

1. The Company, while constituting the Board shall draw members from
diverse fields such as finance, law, management, technical, marketing,
manufacturing or other disciplines related to the Company’s business.
There shall be no discrimination on the basis of gender, while determining
the Board Composition.

2. A Director shall be a person of integrity, who possesses relevant expertise
and experience. He shall uphold ethical standards of integrity and probity
and act objectively and constructively. He shall exercise his responsibilities
in a bona-fide manner in the interest of the Company, devote sufficient
time and attention to his professional obligations for informed and balance
decision making, and assist the Company in implementing the best
corporate governance practices.

3. An Independent Director should meet the requirements of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, concerning independence of Directors. The Companies
shall also obtain certification of independence from the Independent
Director in accordance with the Companies Act, 2013.

4. The objective of policy is to have a compensation framework that will
reward and retain talent.

5. The remuneration will be such as to ensure that the correlation of
remuneration to performance is clear and meet appropriate performance
benchmarks.

6. Remuneration to Key Managerial Personnel, Senior Management and other
employees will involve a balance between fixed and variable pay, reflecting
short and long term performance objectives of the employees in line with
the working of the Company and its goals.

7. The above will take into consideration industry performance, customer
performance and overall economic environment.

DETAILS OF BOARD MEETINGS:

During the financial year under review, the Company had 4 board meetings on

26.05.2023, 11.08.2023, 10.11.2023 and 12.02.2024.

EXTRACT OF ANNUAL RETURN:

The information required under Section 92(3) and 134 of the Companies Act,

2013 read with Rule 12 of the Companies (Management and Administration)

Rules, 2014, the extracts of Annual Return of the Company in prescribed

format Form is available on the Company’s website at
www.masterchemicals.in.

PERSONNEL:

Disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are provided in the
prescribed format and annexed to this Report vide Annexure 1.

In terms of Section 136 of the Act, the said annexure is open for inspection at
the Registered Office of the Company.

RELATED PARTY TRANSACTIONS:

Details of Related Party Transactions made by the Company are explained in
the Financial Statement.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY
PROVIDED:

Details of loans, guarantees, investments and securities provided pursuant to
the provisions of Section 186 of the Companies Act, 2013, are provided in
notes forming part of the standalone financial statements.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulations of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of its
committees. The performance of individual director was evaluated on
parameters such as level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and its minority
shareholders, time devoted etc.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD
OF DIRECTORS) RULES 1988:

The particulars required U/s 134(3) of the Companies Act, 2013 read with the
Companies (Disclosure of particulars in the Report of the Board of Directors)
Rules, 1988, in relation to the Conservation of energy and technology
absorption are not applicable to the Company.

During the year under review, there was no foreign exchange earning and
outgo.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the
Board has appointed M/s C.P Shukla & Co., Company Secretaries, Lucknow,
a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the
Company for the financial year 2021-22 to 2023-24. The Secretarial Audit
Report for the financial year ended March 31, 2024 is annexed herewith
marked as Annexure 2 to this Report.

CORPORATE GOVERNANCE:

The Company has complied with the Guidelines of Corporate Governance A
Certificate by Practicing Company Secretary on the Compliance with the
conditions of the Corporate Governance as per Listing Regulations is forming
part of this Annual Report as Annexure 3.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors,
based on the representation received from the operating management, confirm
that:-

a. in the preparation of the annual accounts, the applicable accounting
standards had been followed and there is no material departure from
following the accounting Standards.

b. they have, in selection of accounting policies, consulted the Statutory
Auditors and have applied them consistently and made judgment and
estimates that are reasonable and prudent, so as to give true and fair
view of the state of affairs of the Company as at the end of the Financial
Year and of the Profit or Loss of the Company for that period.

c. they have taken proper and sufficient care to the best of their knowledge
and ability, 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 preventing and detecting
fraud and other irregularities.

d. they have prepared the annual accounts on a Going Concern basis, and

e. they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively.

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

ACKNOWLEDGEMENTS:

Employees are our vital and most valuable assets of the Company. Your
Directors value the professionalism and commitment of all employees of the
Company and place on record their appreciation of the contribution made by
employees of the Company at all levels that has contributed to your
Company’s success. Your Directors thank and express their gratitude for the
support and co-operation received from the Central and State Governments /
regulatory authorities viz. Ministry of Corporate Affairs, SEBI, the Stock
Exchange, Depositories and other stakeholders including producers and
vendors.

For and on behalf of the Board of Directors of
Master Chemicals Limited

Place: Lucknow

Date: 14.08.2024 Vipul Agarwal Kriti Kumar Ganguly

(Director) (Director)

DIN: 07135408 DIN: 08214967