valiant organics ltd Directors report

To

The Members of

VALIANT ORGANICS LIMITED

Your Directors (“Board”) present this 18^th (Eighteenth) Annual Report of Valiant Organics Limited (“the Company”/ “VOL”) along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended March 31, 2023.

COMPANYS FINANCIAL HIGHLIGHTS

( in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue From Operations	91,161.80	94,844.73	1,05,180.48	1,15,327.11
Other Income	290.65	330.79	803.26	741.75
Total Income	91,452.45	95,175.52	1,05,983.74	1,16,068.86
EBITDA	13,291.22	17,059.80	17,226.44	21,226.84
Depreciation & Amortisation	2,762.62	2,729.44	2,918.93	2,961.89
Profit before Finance Costs	10,528.60	14,330.36	14,307.51	18,264.95
Finance Costs	1,053.89	635.38	1,079.27	647.93
Profit before Exceptional income	9,474.71	13,694.97	13,228.24	17,617.02
Exceptional Items	489.78	-	489.78
Profit before Tax	9,964.49	13,694.97	13,718.02	17,617.02
Total Tax Expenses	2,406.50	3,401.15	3,461.55	4,825.74
Net Profit for the period	7,557.99	10,293.82	10,256.47	12,791.28
Other Comprehensive Income	-111.44	71.88	15.23	59.57
Total of profit and other comprehensive income for the period	7,446.55	10,365.71	10,271.70	12,850.85
Earnings Per Share (in Rs.)
Basic	27.83	37.91	32.45	41.72
Diluted	27.02	36.81	31.50	40.51

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

On a Standalone basis, the Revenue from Operations for FY 2022-23 was 91,161.80 Lakhs, lesser by 3.88% over the previous years Revenue from Operations of 94,844.73 Lakhs. The profit after tax (“PAT”) attributable to shareholders for FY 2022-23 was 7,557.99 Lakhs as against 10,293.82 lakhs for FY 2021-22.

On a Consolidated basis, the Revenue from Operations for FY 2022-23 was 1,05,180.48 Lakhs, lesser by 8.80 % over the previous years Revenue From Operations of 1,15,327.11 Lakhs. The profit after tax (“PAT”) attributable to shareholders for FY 2022-23 was 10,256.47 Lakhs as against 12,791.28 Lakhs for FY 2021-22.

On a Standalone basis, Earning per share 27.83 (Basic) and . 27.02 (Diluted) stood at in FY 2022-23 as compared to 37.91 (Basic) and 36.81 (Diluted) in FY 2021-22.

On a Consolidated basis, Earning per share 32.45 (Basic) and 31.50 (Diluted) stood at in FY 2022-23 as compared to 41.72 (Basic) and 40.51 (Diluted) in FY 2021-22.

DIVIDEND

During the year, the Board has declared Interim Dividend @

1/- (@10%) each per share. With a view to conserve resources for business expansion, your Directors do not recommend

Final Dividend for the financial year 2022-23. The interim dividend payout was in accordance with the Dividend Distribution Policy which is available on the website of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the top 1000 listed companies shall formulate a Dividend Distribution

Policy (“the Policy). Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its members and/or retaining profits earned by the Company.The policy is available on the website of the Company and the web link thereto is:https://www. valiantorganics.com/assets/investors/dividend-distribution-policy.pdf

TRANSFER TO RESERVES from CS Sunil M. Dedhia The Company has not transferred any amount of profit to the reserves during the financial year under review

CHANGE IN SHARE CAPITAL

As on March 31, 2023, the Authorized Share Capital of the

Company stood at 40,00,00,000 comprising of 3,71,00,000 equity shares of 10 each and 20,00,000 Optionally Convertible Preference Shares of 10/- each (OCPS) and

40,000 Redeemable Non-cumulative Preference Shares of

100/- each and 5,00,000 redeemable preference shares of 10 each.

During FY 2022-23 there was no change in the share capital of the Company.

The Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares during the year under review.

VALIANT ORGANICS LIMITED EMPLOYEES STOCK OPTION PLAN 2022

The Board formulated ‘Valiant - Employees Stock Option Plan-

2022 (ESOP-2022) on April 30, 2022 which was approved by Members through postal ballot on June 15, 2022 to reward the eligible Employees of the Company and/ or its Subsidiary Company(ies)/Group Company(ies)/ Associate Company(ies) (present or future) in India and/ or outside for their performance and to motivate them to contribute to the growth and profitability of the Company. The Scheme aims to attract and retain talent in the organization. The Company views Employee Stock Options as a means that would enable the Employees to get a share in the value they create for the Company in future. ESOP-2022 has been formulated in accordance with the provisions of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity)

Regulations, 2021(SEBI SBEB and Sweat Equity Regulations). Under the ESOP-2022, the Company would grant upto 10,00,000 Options to the eligible Employees in one or more tranches, from time to time, which in aggregate shall be exercisable into not more than 10,00,000 Shares of face value of Rs. 10/- each fully paid up, with each such Option conferring a right upon the Employees to apply for one Share in the Company in accordance with the terms and conditions as may be decided under the ESOP-2022.

During the year under review, 16,000 options have been granted to the eligible employees in terms of the ESOP-2022 and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

Further, the statutory disclosures as required under the Companies Act, 2013 and SEBI SBEB and Sweat Equity

Regulations and a certificate

No. 2031),Secretarial Auditor of the Company, confirming implementation of the Scheme in accordance with the

. provisions of SEBI SBEB and Sweat Equity Regulations and the resolution passed by the shareholders is available on the website of the Company at https://www.valiantorganics. com/investors.php?action=showSubcat&id=3 and will be available for electronic inspection by the members during the AGM of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company as on March 31, 2023 has 2(Two) direct subsidiaries namely, Valiant Speciality Chemical Limited and Dhanvallabh Ventures LLP. Further, the Company has 2(two) indirect subsidiaries namely Valiant Laboratories Limited(converted from a partnership Firm- Bharat Chemicals on August 16,2021) and Valiant Advanced Sciences Private Limited (incorporated on July 08,2022).

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the first

129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of each subsidiary in Form AOC-1 is disclosed under Annexure-A and forms an integral part of this Report.

Further, pursuant to the provisions of Section 136 of the

Companies Act, 2013, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company and the web link thereto is https://www.valiantorganics.com/investors. php?action=showSubcat&id=4.

Material Subsidiary

The Company has 1(one) material subsidiary Company Valiant

Laboratories Limited, as it fulfills the criteria given under

Regulation 16(1)(c) of the Listing Regulations. Pursuant to Regulation 24A of Listing Regulations, Secretarial Audit Report as prescribed in section 204 of the Companies Act, 2013 for the material subsidiary Company Valiant Laboratories Limited for the Financial year ended March 31,2023 is annexed as Annexure-D2 and forms an integral part of this Report.

A Policy on material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is https://www.valiantorganics.com/assets/ investors/Policy-for-Material-Subsidiary.pdf

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Section 129(3) of the Companies Act, 2013 & Regulation 33 of Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company and its subsidiaries, together with the Auditors Report forms part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL (KMP)

Composition

The composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. As on March 31, 2023, the Board comprises 12 (Twelve) Directors out of which 6 (six) are Executive Directors, 2 (Two) Non-Executive Directors and 4 (Four) Non-Executive Independent Directors. The Chairman of the Board is an Independent Director. The Board has highly qualified members and has varied experience in their respective fields.

Appointment/ Re-appointment:

During the year, Shri Santosh S. Vora (DIN: 07633923) was appointed as an Additional Director by the Board w.e.f. themselves

May 01, 2022 and appointed as a Non-Executive Director by members through Postal Ballot on June 15, 2022. Shri Nemin M. Savadia (DIN: 00128256) and Shri Siddharth D. Shah (DIN:

07263018) were appointed as Additional Directors of the Company by the Board w.e.f. May 01, 2022 and June 01, 2022 respectively and their appointment as the Executive Directors of the Company was approved by members through Postal Ballot on June 15, 2022. Shri Sathiababu K. Kallada (DIN:

02107652), Non-Executive Directors appointment as an

Executive Director was approved by the members w.e.f. May 01, 2022 through Postal Ballot on June 15, 1022. Shri Vishnu J. Sawant (DIN 03477593) was reappointed as an Executive Director of the Company w.e.f July 01, 2022 as approved by members through Postal Ballot on June 15, 2022.

Further, the Board of Directors based on the recommendations of the Nomination & Remuneration Committee at its meeting held on August 04, 2022, appointed Shri Navin C. Shah (DIN: 01415556) and Smt. Sonal A. Vira (DIN: 09505883) as an Additional Independent Director of the Company for a period of three years w.e.f. August 04, 2022 and Shri Mahek M. Chheda (DIN: 06763870) was reappointed as an Executive Director of the Company for the further period of Five years w.e.f. July 06,2023 and such appointment/ reappointment were also approved by the Members at the 17^th Annual General Meeting held on September 28, 2022.

Shri Mahek M. Chheda and Shri Vishnu J. Sawant Executive Directors of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 were reappointed at the 17^th Annual General Meeting held on September 28, 2022.

Further, the Board of Directors based on the recommendations of the Nomination & Remuneration Committee at its meeting held on May 19, 2023, appointed Dr. Sudhirprakash B. Sawant (DIN: 02343218) as an Additional Independent Director of the Company for a period of five years w.e.f. May 19, 2023 and such appointment was approved by the Members through Postal Ballot on July 11, 2023. The members by passing special resolution approved his continuation as an Independent Director of the Company for the said term of Five years, notwithstanding he attains the age of 75 years during his tenure as an Independent Director.

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the Annual General Meeting.

Dr. Kiritkumar H. Desai (DIN: 08610595) & Shri Sathiababu K.

Kallada (DIN: 02107652), Directors being longest in the office of the Company shall retire by rotation at the ensuing Annual for re- General Meeting and being eligible, offers appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Dr. Kiritkumar H. Desai & Shri Sathiababu K. Kallada, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies

(Appointment and Qualification of Directors) Rules, 2014.

Resignation/ Retirement

During the year, Shri Bijal D. Modi resigned as Director of the

Company w.e.f. April 10, 2022 due to medical reasons. Shri Mahesh M. Savadia and Shri Dinesh S. Shah resigned from the office of the Director effective from April 30, 2022 and May

30, 2022, respectively due to inability to give adequate time to day to day operations of the Company. The Board placed on record its appreciation for their valuable contribution to the Company.

Smt. Jeenal K. Savla and Shri Dhirajlal D. Gala Independent

Directors of the Company retired from directorship on account of completion of second consecutive term as Independent Directors w.e.f. June 30, 2022. The Board placed on record its appreciation for valuable contribution during their tenure as an Independent Director of the Company.

Declarations by Independent Directors

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirmingthat he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the

Schedules and Rules issued there under as well as Listing Regulations and are independent from Management. All the Independent Directors of the Company have registered their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs terms of Section 150 of the Companies Act, 2013 read with

Rule 6 of the Companies (Appointment & Qualification of

Directors) Rules, 2014.

Familiarization Programmes

The Company has a Familiarisation programme for its Independent Director which is imparted at the time of appointment of an Independent Director on Board as well as annually. During the year, the Independent Directors of the Company were familiarized and the details of familiarization programmes imparted to them are placed on the website of the Company and the web link thereto is: https://valiantorganics.com/assets/investors/details-of-familirisation-programme-2022-2023.pdf

Number of Meetings of the Board

The Board met 5 (five) times during the Financial Year 2022-

23. The details of Board Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 and the Listing Regulations.

KEY MANAGERIAL PERSONNEL

As on March 31, 2023 and as on the date of this report, the following are Key Managerial Personnel of the Company as per Sections 2(51) and 203 of the Companies Act, 2013: i) Shri Arvind K. Chheda- Managing Director ii) Shri Mahek M. Chheda- Executive Director and Chief

Financial Officer and iii) Ms. Avani D. Lakhani- Company Secretary

During the year under review, there was no change in the Key Managerial Personnel of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013: a. That in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That the Directors had 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 end of the Financial Year and of the profitand loss of the Company for that period; c. That the Directors sufficient had taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities; d. That Directors have prepared the annual accounts on a going concern basis; e. 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

f. The Directors had devised adequate systems and processes, commensurate with the size of the Company and the nature of its business, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, the directors individually as well as the working of its Committees.

The Board evaluation was conducted through a questionnaire designed with qualitative parameters and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback, and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy, etc.

The performance of the Committees and Independent Directors were evaluated by the entire Board of Directors except for the Director being evaluated. The performance evaluation of the Chairman, Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD

As on March 31, 2023, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Risk Management Committee

- Stakeholders Relationship Committee

- Finance and Investment Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

AUDIT COMMITTEE

The details of the composition of the Audit Committee, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year there were no cases where the Board had not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Your Company through, Aarti Foundation and various other NGOs, has been doing work in the following sectors.

Education & Skill Development

Childcare & Healthcare Facilities

Women Empowerment

Environment Sustainability

Social Welfare

Disaster relief and rehabilitation

Green Environment Project

The detailed Policy on Corporate Social Responsibility is available on the website of the Company on the web link provided below; https://www.valiantorganics.com/assets/ investors/CSR%20Policy.pdf

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

Human resources have always been of supreme importance at Valiant as they are the growth-drivers and the mainstay of the organization. The prominence of the people of the organization stems from the belief that they are the authors of the Companys success story. Integral to the Companys approach, Human resource development is its distinctive strategy. The strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the scribes of a promising futures slate.

Thus, building a future ready organisation through true to type learning, innovation and world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for succeeding in the marketplace. Further it recognises the mutuality of interest with key stakeholders and is committed to building harmonious employee relations.

VOL is confident that its employees will relentlessly strive to meet the growth agenda, deliver world class performance and innovate newer things. They will thus uphold human dignity, foster team spirit and discharge their role as ‘trustees of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community which is reflected in the Companys policy, programs and development efforts. As of March 31,

2023, the Company had 920 permanent employees at its manufacturing plants and administrative office.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management of the Company is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

The policy on remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companys website at the link: https://www.valiantorganics.com/assets/ investors/nomination-and-remuneration-policy-new.pdf.

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure and forms part of this report.

In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company

Secretary at the Registered Office of the Company for a copy of it.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no other material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the report.

RISK MANAGEMENT

During the year under review, the Company has identified and evaluated elements of risk. The risk, inter-alia, further includes fluctuations in foreign exchange, Raw Material

Procurement risk, Environmental & Safety Risk, Working Capital Risk, Market Risk and Business Operations Risk. The Company has put in place an Enterprise risk management policy which enables businesses to take faster, informed and quality decisions, encouraging a risk resilient culture.

The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanisms of such risks.

In compliance with Regulation 21 of Listing Regulations, Your Company has a Risk Management Committee consisting of Shri Mulesh Savla (Chairperson), Shri Arvind Chheda, Shri Mahek Chheda. The Committee through its dynamic risk management framework continuously identifies, and takes appropriate measures to mitigate various elements of risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and procedures that form part of internal financial control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. The Company has appointed an Internal Auditor who periodically audits the adequacy and effectiveness of the internal controls laid down by the

Management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. Your Companys internal control systems are commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors Reports are regularly reviewed by the Audit Committee of the Board.

Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 is annexed with the Independent

AuditorsReport.

INVESTOR EDUCATION AND PROTECTION

FUND (IEPF)

There are no amount due to be transferred to the IEPF account.

RELATED PARTY TRANSACTIONS

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction. The said policy is available on the website of the Company at https://www.valiantorganics.com/assets/investors/Related-Party-Transactions- Policy.pdf All related party transactions that were entered into during the FY 2022-23 were on an arms length basis and were in the ordinary course of the business. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

All related party Transactions are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

The details of related party transactions are provided in the accompanying financial statements.

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of Companies Act,2013, as prescribed in Form AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure- C.

The transactions entered by the Company during the Financial Year under review were in conformity with the

Companys Policy on Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statement of the Company.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

material orders passed by the There are no significant

Regulators/Courts which would impact the going concern status of the Company and its future operations.

SAFETY HEALTH AND ENVIRONMENT

The Company operates according to the best practices with regards to environmental, health, safety and quality standards. With a strong commitment to Safety, Health and Environment (SHE) norms, the Company conducts regular safety training of employees and undertakes necessary safety management procedures.

The Company practises eco-friendly manufacturing with minimal to zero discharge of harmful pollutants.

Out of six Manufacturing units, five are Zero Liquid Discharge Units. The Company has worked towards reducing plants energy requirement per unit of output and achieved moderate cost savings by converting high-pressure steam from manufacturing processes to power the plants.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, actual or suspected leak of UPSI or violation of

Companys Code of Conduct. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases. Further, your Company has prohibited discrimination, retaliation, or harassment of any kind against any employee who reports under the Vigil Mechanism or participates in the investigation.

The said Policy has been posted on the website of the Company and the web link thereto is https://www. valiantorganics.com/assets/investors/Whistle%20 Blower%20Policy.pdf

AUDITORS AND REPORTS

Statutory Auditors & their Audit Report for the year ended March 31, 2023

At the 13^th Annual General Meeting (AGM) held on September 29, 2018 Members had approved the appointment of Gokhale & Sathe Chartered Accountants (Firm Registration No: 103264W), as the Statutory Auditors for a period of

5 (five) years to hold office till the conclusion of 18^th AGM to be held in the year 2023. Accordingly, their first term as

Statutory Auditors expires at the conclusion of the 18^th AGM. Pursuant to the provisions of Section 139(2)(b) of the

Companies Act,2013, an audit firm can be appointed for two terms of five consecutive years each. Accordingly, the Board in its meeting held on May 19,2023 approved the reappointment of Gokhale & Sathe based on the recommendations of the Audit Committee and the same is subject to the approval of the Members of the Company. The

Notice of ensuing 18^th AGM includes the proposal for seeking

Members approval for the re-appointment of Gokhale &

Sathe as the Statutory Auditors, for the second term of 5

(five) years commencing from the conclusion of the 18^th AGM until the conclusion of the 23^rd AGM to be held in the year 2028.

Gokhale & Sathe has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Companies Act,2013 and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of

In terms theCompanyforthesecondtermof5 of the Listing Regulations, the Auditors have confirmed that Board they hold a valid certificate of the ICAI.

The Auditors have issued an unmodified opinion on the

Financial Statements, both standalone and consolidated for the financial year ended March 31, 2023. The said Auditors Report(s) for the financial year ended March 31, 2023 the financial statements of the Company forms part of this

Annual Report.

The Auditors Report for the financial year ended March 31, 2023 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section

134(3) of the Companies Act, 2013. The Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company is required to maintain cost accounting records and have them audited every year. The Cost accounts and records as required to be maintained are duly made and maintained by the Company.

The Board has re-appointed Ketaki D. Visariya, Cost Accountants, (Membership No.16028) as the Cost Auditors of the Company for Financial Year 2023-24 under Section 148 and all other applicable provisions of the Companies Act, 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Members ratification for the remuneration payable to Ketaki D.

Visariya, Cost Accountants, is included at Item No. 11 of the notice convening the Annual General Meeting.

Secretarial Auditor & their Audit Report for the year ended March 31, 2023

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, the Board had appointed CS Sunil M Dedhia (COP no. 2031), Proprietor of Sunil M. Dedhia & Co, Company Secretary in practice to undertake Secretarial audit of the Company.

The Secretarial Audit Report is included as Annexure-D1 and forms an integral part of this Report. The Secretarial Audit

Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act,2013, the Annual Return as on March 31,

2023 is available in prescribed format on the Companys website on www.valiantorganics.com

CORPORATE GOVERNANCE

Corporate Governance essentially involves balancing the interests of a Companys stakeholders. The Company is committed to good Corporate Governance practices and the Corporate Governance practices of the Company are a reflection of its values, policies and relationship with our stakeholders.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. A separate Report on Corporate Governance is annexed hereto forming part of this report together with the requisite certificate

Accountants as stipulated under the Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management Discussion and Analysis Report, capturing your Companys performance, industry trends and other material changes with respect to your Companys and its subsidiaries, wherever applicable, for the year under review is presented in a separate section forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY

REPORTING (BRSR)

The Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Reporting as part of the Annual Report for top 1000 listed entities based on market capitalisation. BRSR for the year under review, as stipulated under Regulation 34 (f) of Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 is in a separate section forms an integral part of the Annual Report.

DISCLOSUREUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has constituted an Internal Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace. The Companys process ensures complete anonymity and confidentiality of information.

The Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman working with the Company.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The below table provides details of complaints received/ disposed during the Financial year 2022-23.

Particulars	No. of Complaints
Number of complaints at the beginning of the financial year	0
No. of complaints filed and resolved during the financial year	0
No. of complaints pending at the end the financial year	0

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, are provided in Annexure?E to this report.

SECRETARIAL STANDARDS COMPLIANCE

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2022-23, the Company has not made any settlement with its bankers for any loan/ facility availed or/and still in existence.

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

During the Financial Year 2022-23, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 (“the Code”). Further, there is no application or proceeding pending against your company under the code.

GREEN INITIATIVE

Your Company has adopted a green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic form to all members whose email addresses are available with the Company. Your Company appeals to other members to also register themselves for receiving the Annual Report in electronic form.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities,

Auditors, financial institutions, Customers, employees, suppliers, other business associates and various other stakeholders.

		For and on Behalf of the Board
	Arvind K. Chheda	Mahek M. Chheda
Place: Mumbai	Managing Director	Executive Director
Date: May 19, 2023	DIN: 00299741	DIN: 06763870