vinati organics ltd Directors report

To the Members,

Your Directors have immense pleasure in presenting the Thirty-Fourth (34^th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended March 31, 2023.

1) FINANCIAL RESULTS:

The summarized financial performance for the year ended March 31, 2023, on a standalone and consolidated basis is given below:

( H in Lakhs)

	Consolidated		Standalone
Particulars	31st March, 2023	31st March 2022	31st March 2023	31st March 2022
Net Sales/Income from Operations	208470.55	161551.18	208470.55	161551.18
Other Income	7242.72	6091.21	7242.72	6096.24
Total Income	215713.27	167642.39	215713.27	167647.42
Profit before Finance cost, Depreciation &Taxes	66784.85	49499.44	66785.70	49505.09
Finance cost	62.72	25.87	62.72	25.87
Profit before Depreciation & Taxes	66722.13	49473.57	66722.98	49479.22
Depreciation & Amortisation Expense	5193.92	4548.63	5193.92	4548.63
Profit beforeTaxation	61528.21	44924.94	61529.06	44930.59
Provision for Taxation - Current	14556.35	10146.00	14556.35	10146.00
Deferred	1205.72	1209.45	1205.72	1209.45
Earlier year adjustment	(31.29)	(1092.37)	(31.29)	(1092.37)
Profit for the year	45797.43	34661.86	45798.28	34667.51
Remeasurements of Defined benefit plans	(68.58)	(37.80)	(68.58)	(37.80)
Income Tax relating to items that will not be reclassified to profit or loss	17.26	9.51	17.26	9.51
Total other comprehensive income for the year, net of tax	(51.32)	(28.29)	(51.32)	(28.29)
Net Profit for the year	45746.11	34633.57	45746.96	34639.22

2) HIGHLIGHT OF THE COMPANY PERFORMANCE / REVIEW OF OPERATIONS (STANDALONE AND CONSOLIDATED):

On a Consolidated basis, total revenue from operations for Financial Year (FY) 2023 was H 2,15,713.27 Lakh, higher by 28.67% over the previous years revenue of H 1,67,642.39 Lakh. The profit after tax(PAT)attributable to share holders and non-controlling interests for FY 2023 was H 45,797.43 Lakh. The PAT attributable to shareholders for FY 2023 was H 45,746.11 Lakh.

On a Standalone basis, total revenue from operations achieved during the year is H 2,15,713.27 Lakh compared to H 1,67,647.42 Lakh in the previous year. The net profit after tax is H 45,798.28 Lakh as compared to H 34,667.51 Lakh in the previous year.

3) SHARE CAPITAL:

The paid-up Equity Share Capital as of March 31, 2023, stood at H 1027.82 Lakh. During the financial year 2022-23, there was no change in the Share Capital of the Company. The Company neither has issued any shares nor has granted any Stock Options nor any Sweat Equity Shares during the year.

4) CREDIT RATING:

The CARE Rating Ltd. (CARE) has reaffirmed the ratings to the bank facilities of the Company as given below:

• Long-term/Short-term Bank Facilities – Rating reaffirmed CARE AA; Outlook revised from Stable to Positive / CARE A1+.

• Short-term Bank Facilities – Reaffirmed CARE A1+.

5) TRANSFERTO RESERVE:

The Company has not transferred any sum to the General Reserve during the financial year ended March 31, 2023.

6) STATE OF AFFAIRS:

The Company is engaged in the business of manufacturing Speciality organic intermediaries and monomers.

There has been no change in the business of the Company during the financial year ending March 31, 2023.

7) DIVIDEND:

The Board of Directors has recommended a dividend of H 7/- (Rupees Seven only) per equity share i.e. 700% on the equity shares of the face value of H 1/- (Rupees One) each.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of H 7194.74 Lakh.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020, and the Company is required to deduct tax at source (TDS) from dividends paid to the Members at prescribed rates as per the Income-tax Act, 1961.

For FY 2022, the Company paid a total dividend of H 6.50/- per equity share of the face value of H 1/- each. The total cash outflow for FY 2022 amounted to H 6680.83 Lakh.

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is disclosed in this report as ‘Annexure A also the same is uploaded on the Companys website https://vinatiorganics.com/wp-content/uploads/2021/05/ Dividend-Distribution-Policy-12^th-May-2018.pdf

8) SCHEME OF AMALGAMATION:

With reference to the ongoing the Scheme of Amalgamation of Veeral Additives Private Limited with Vinati Organics Limited and their respective shareholders (‘Scheme), Company Scheme Application was filed by the Companies involved in the Scheme seeking necessary directions from the Honble National Company Law Tribunal, Mumbai

Bench ("NCLT"), with respect to convening / dispensing with the meetings of shareholders and creditors of the respective companies.

Pursuant to the directions of the NCLT (a) meetings of the equity shareholders of the Company were convened and held on February 28, 2023 and the Scheme was approved with requisite majority by the equity shareholders of the Company in the meeting; and (b) the meeting of secured creditors of the Company was dispensed with by the NCLT in view of the consent affidavits provided by them. Similar consent from shareholders and creditors of the other Company involved in Scheme was obtained.

Subsequently, a Company Scheme Petition has been filed with the NCLT for approval and the NCLT vide order dated April 28, 2023 has admitted the said Scheme Petition. The Company is awaiting its final hearing and necessary directions from the NCLT in this regard.

9) SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY:

Veeral Organics Pvt. Ltd. (VOPL) is a Wholly Owned Subsidiary of Vinati Organics Limited (the "Company").

Other than VOPL, the Company does not have any Subsidiary, Associate, or Joint Venture Company.

Pursuant to Section 129(3) of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiary in Form AOC-1 is attached to the financial statements and not repeated in this report to avoid duplication.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Companys website and can be accessed at https:// vinatiorganics.com/financial-information/

The financial statements of the subsidiary, as required, are available on the Companys website and can be accessed at https://vinatiorganics.com/other-information/

The Company has formulated a Policy for determining Material Subsidiary. The Policy is available on the Companys website and can be accessed at https://vinatiorganics.com/ wp-content/uploads/2022/06/material-subsidiaries-policy. pdf

10) INSURANCE:

The properties and insurable interests of your company like Building, Plant and Machinery, Inventories, etc. are properly insured.

Directors & Officers Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims arising out of their actions/decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and applicable clauses of the Articles of Association of the Company, Ms. Viral Saraf Mittal (DIN: 02666028), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board recommends her re-appointment as Director for your approval. The brief profile of Ms. Viral Saraf Mittal and the resolution for her appointment as Director is given in the Notice of the 34^th Annual General Meeting (AGM), other than Mr. Vinod Saraf and Ms. Vinati Saraf Mutreja no other Directors and their respective relatives are interested in the said resolution.

The Company has 4 (four) Independent Directors, namely, Mr. J. C. Laddha, Mr. Adesh Kumar Gupta, Ms. Mona Bhide and Prof. M. Lakshmi Kantam. The Company has received all the applicable declarations under Section 149(7) of the Act, Rule 6(3) of the Companies (Appointment and Qualification of Directors) 5^th Amendment Rules, 2019 and Regulation 16(1)(b) of the SEBI Listing Regulations from each Independent Director. There have been no circumstances affecting their status as Independent Directors of the Company. No Director of the Company is disqualified under any law to act as a Director.

The Board of Directors of the Company in its meeting held on May 19, 2023, pursuant to relevant sections of the Companies Act, 2013 and the relevant Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and subject to the approval of the members by passing a Special Resolution in the Annual General Meeting, have approved the re-appointment of Mr. Vinod Saraf as the Whole Time Director designated as Executive Chairman of the Company, Ms. Vinati Saraf Mutreja as Managing Director & CEO of the Company, Ms. Viral Saraf Mittal as the Whole Time Director designated as Director CSR of the Company, Mr. Jayesh Ashar as the Whole Time Director of the Company and Ms. Mona Bhide as an Independent Director of the Company.

The terms and conditions for the above-mentioned reappointment of directors are given in their re-appointment resolutions read with accompanying explanatory statement in the 34th Annual General Meeting notice.

During the year under review, none of Non-Executive Directors of the Company had any material pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Key Managerial Personnel: Mr. Vinod Saraf - Chairman, Ms. Vinati Saraf Mutreja – Chief Executive Officer and Managing Director, Ms. Viral Saraf Mittal – Director CSR, Mr. Jayesh Ashar – Director Operations, Mr. N. K. Goyal – Chief Financial Officer (CFO) and Mr. Milind Wagh – Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

12) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report. The Remuneration policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2021/05/ REMUNERATION-POLICY.pdf

13) DEPOSITS:

For the financial year 2022-2023, the Company did not invite or accept any Deposits within the meaning of Sections 73 and 76 of the Act and the relevant Rules made thereunder as such, no amount of principal or interest was outstanding as of the date of the balance sheet from the public.

14) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The company had total foreign exchange earnings and outgo as provided below during the year ended March 31, 2023:

Foreign Exchange Earnings	- H 1,44,141.86 Lakh
Foreign Exchange Outgo	- H 20,247.41 Lakh

15) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information as per Section 134(3)(m) of the Act, read with Companies (Accounts) Rules, 2014, relating to the above head are given in Annexure ‘A-1 forming part of this report.

16) HUMAN RESOURCES:

The Company has effective HR systems to make the performance appraisals and working more transparent. Greater operational and financial details are shared with the management cadre with a view to having their deeper involvement and for the development of human resources. The Company has a Code of Business Ethics for its employees.

The Company Human Recourses function has played and continues to play an integral role in the Companys talent management process.

The permanent employee strength of the Company was 1097 as on March 31, 2023.

17) QUALITY INITIATIVES:

Sustained commitment to the highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

18) LISTING:

The Companys equity shares are listed at BSE Limited and the National Stock Exchange of India Limited. We confirm that the Listing fee for the financial year 2023 – 24 has been paid. The stock code of the Company at BSE Limited is 524200 and the Symbol at the National Stock Exchange of India Limited is VINATIORGA.

19) SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS ANDTRIBUNALS:

No significant and material order has been passed by the Regulators, Courts, or Tribunals impacting the going concern status and Companys operations in the future.

20) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii. they 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 end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient 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;

iv. they have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2022 – 23.

21) MATERIAL CHANGES AFTER THE BALANCE SHEET DATE (MARCH 31, 2023):

No material changes and commitments affecting the financial position of the Company have occurred between the Financial Year (FY 2022-2023) of the Company to which the financial statements relate and the date of this report.

22) CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORTS:

The Corporate Governance along with the certificate from the Auditors of the Company certifying compliance with the conditions of the Corporate Governance as required under the SEBI Listing Regulations and Managements Discussion and Analysis Reports, which form an integral part of this report, are set out in the separate annexure to this report. (See Annexure ‘B, ‘C & ‘D).

23) EMPLOYEES:

The Company is required to make disclosure under Section 134 of the Act for its employee drawing remuneration in excess of H 1.02 Cr P.A. or H 8.50 Lakh per month. (See Annexure ‘E)

An employee holding 2% or more of the equity shares himself/herself or along with his/her spouse:

1. Mr. Vinod Saraf – Executive Chairman – 13900582 shares - 13.52%.

2. Smt. Kavita Vinod Saraf – Spouse – 12414456 shares - 12.08%.

24) NO CHANGE IN THE CLASS AND NATURE OF THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES:

There has been no change in the class and nature of the business of the Company and its Subsidiary Company.

25) CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility (CSR) Committee was constituted on May 10, 2014 and was reconstituted on June 13, 2020 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Committee comprises of four Directors of the Company.

All the members of the Corporate Social Responsibility Committee i.e. Prof. M. Lakshmi Kantam – Chairperson of the Committee, Mr. Vinod Saraf – Chairman of Company, Ms. Vinati Saraf Mutreja - Managing Director & CEO, & Ms. Viral Saraf Mittal - Director CSR have good knowledge and exposure to utilize the Companys resources towards its CSR activities. The CSR Policy is available on Companys website https://vinatiorganics.com/wp-content/ uploads/2021/05/CSR-Policy.pdf

The Company has worked with various foundations and NGOs for accomplishment of its CSR activities.

For the Financial year 2022-2023, the Company was required to spend H 8.06/- crores (around 2% of the average net profits of the preceding three financial years) on CSR activities. Out of which the Company has spent H 6.67/- crore and the balance unspent CSR amount of H 1.39/- crores has been transferred to Separate Bank Account i.e. Unspent Corporate Social Responsibility Account (UCSRA) in accordance with a Section 135 of the Act. The Annual Report on CSR Activities is enclosed as Annexure ‘F to this Report.

26) ESOP/ ESOS:

During the year under review, the Company had not issued any shares under the "VOL Employee Stock Option Plan 2019" ("ESOP 2019"/ "Plan") Scheme of the Company. The ESOP 2019 Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (‘the SBEB Regulations).

Pursuant to the approval by the shareholders, the Company can grant up to 200000 options to the eligible employees of the Company under the ESOP 2019.

27) POLICY ON PREVENTION OF SEXUAL HARASSMENT ATTHE WORKPLACE:

The Company has in place a Policy on the Prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Prevention of Sexual Harassment of Women at Workplace Act") and Rules framed thereunder. The Company has formed an Internal Complaints Committee consisting of Ms. Vinati Saraf Mutreja, Managing Director & CEO, Ms. Viral Saraf Mittal, Director CSR, and Advocate Ms. Satyapriya M. Rao - Member to redress complaints received regarding Sexual Harassment.

The Company has ensured that awareness gets created amongst all the employees about the corporate policy against sexual harassment in the workplace.

During the period under review, no complaints were received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Sexual Harassment policy posted on the website of the Company at https://vinatiorganics.com/ wp-content/uploads/2021/05/POLICY-AGAINST-SEXUAL-HARASSMENT.pdf

28) ANNUAL RETURN:

As per provisions of Section 92 (3) and 134 (3) (a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is placed on the website of the Company at https://vinatiorganics.com/wp-content/uploads/2022/06/ Form_MGT-7-FY-22-23.pdf.

29) RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy has been posted on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2021/05/RISK-MANAGEMENT-POLICY.pdf

30) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of Loans given, Guarantees given, securities provided and investments made by the Company are within the limits prescribed under Section 186 of the the Act and details for the same are given in the notes to the financial statements.

31) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Sr. No.	Whole-Time Directors	Ratio to the median remuneration
1.	Mr. Vinod Saraf, Chairman	33.59
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	23.63
3.	Ms. Viral Saraf Mittal, Director – CSR	13.45
4.	Mr. Jayesh Ashar, Director - Operations	21.08

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

Sr. No.	Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
1.	Mr. Vinod Saraf, Chairman	10%
2.	Ms. Vinati Saraf Mutreja, Managing Director & CEO	10%
3.	Ms. Viral Saraf Mittal, Director – CSR	10%
4.	Mr. Jayesh Ashar, Director – Operations	8.61%
5.	Mr. N. K. Goyal, Chief Financial Officer	10%
6.	Mr. Milind Wagh, Company Secretary	12%

c. The percentage increase in the median remuneration of employees in the financial year: 8.67%.

d. The number of permanent employees on the Roll of Company: 1097.

e. The explanation of the relationship between average increase in remuneration and Company performance:

The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is also linked to organization performance, apart from an individuals performance.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY23 ( H in Lakh)	695.22
Revenue (H in Lakh)	208470.55
Remuneration of (KMP) as a percentage of revenue	0.33%
Profit before tax (PBT) (H in Lakh)	61,529.06
Remuneration of (KMP) as % of PBT	1.13%

g. Variations in the market capitalization of the Company, price-earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	March 31, 2023	March 31, 2022	% change
Market Capitalization ( H in Lakh)	1858711	2004250	-7.26
Price Earnings Ratio	45.6	57.83	-21.15

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	March 31, 2023 J ( )	November 11, 1991 (IPO)*	% change
Market Price (BSE)	1808	0.67	269850%
Market Price (NSE)	1808	0.67	269850%

* Adjusted for 1:2 bonus issue in 2007, splits of face value of shares from H 10/- to H 2/- and from H 2/- to H 1/- on March 11, 2009, and February 6, 2020, respectively.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in managerial remuneration was 10% only.

j. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

(H in Lakhs)

Name	Total Remuneration	% of revenue 208470.55	% of net profit before tax 61,529.06
Mr. Vinod Saraf, Chairman	202.51	0.10	0.33
Ms. Vinati Saraf Mutreja, Managing Director & CEO	150.75	0.07	0.25
Ms. Viral Saraf Mittal, Director – CSR	85.93	0.04	0.14
Mr. Jayesh Ashar, Director – Operations	122.65	0.06	0.20
Mr. N. K. Goyal, Chief Financial Officer	96.44	0.05	0.16
Mr. Milind Wagh, Company Secretary	37.44	0.02	0.06

k. The key parameters for any variable component of remuneration availed by the directors:

No variable component is paid.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

32) WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against the victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company at https:// vinatiorganics.com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf

33) TRANSACTION WITH RELATED PARTIES:

All the transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. The Audit Committee had given omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed and approved by the Board. The details of all such transactions executed with related parties are placed before the Audit Committee on a quarterly basis for their review and consideration.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure ‘G in Form AOC – 2 and the same forms part of this report.

34) 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 SEBI Listing Regulations, 2015.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, 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 Committees meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and the 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.

35) INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company met on February 06, 2023, inter-alia to discuss:

(i) Review the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Review the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors;

(iii) Assess the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors, the performance of non-independent directors, the performance of the Board as a whole and the performance of the Chairman were 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. (Annexure ‘H).

36) NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors of the Company met four (4) times during the year on May 14, 2022, August 06, 2022, November 07, 2022, and February 06, 2023.

37) INTERNAL FINANCIAL CONTROL SYSTEMS ANDTHEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

38) AUDIT COMMITTEE:

The Audit Committee comprises Mr. J. C. Laddha (Chairman), Mr. Adesh Kumar Gupta and Ms. Mona Bhide. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

39) REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder.

40) TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

As required under Section 124 of the Act, 33701 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2022–23. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

41) AUDITORS AND AUDIT REPORTS:

(i) Statutory Auditors and their Report:

The Members at the 33^rd Annual General Meeting of the Company held on September 14, 2022, had re-appointed M. M. Nissim & Co LLP, Chartered Accountants (Firm Registration No. ICAI/ FRN/107122W/W100672) as the Statutory Auditor of the Company to hold office for a term of five years i.e., from the conclusion of the said 33^rd Annual General Meeting until the conclusion of 38^th Annual General Meeting of the Company to be held in the year 2027.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2023.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(ii) Cost Auditors and Cost Audit Report:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, maintenance of Cost Records is applicable to the Company and the Audit of the said

Cost Records is being carried out every year. The Board of Directors, based on the recommendation of the Audit Committee and the certification from the Cost Auditors certifying their independence and arms length relationship with your Company, has appointed M/s. N. Ritesh & Associates, Cost Accountants, as Cost Auditor of the Company for conducting the Cost Audit for the Financial Year 2023 – 24, on such remuneration as mentioned in the Notice of the 34^th Annual General Meeting of the Company. A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 34^th Annual General Meeting and the same is recommended for your consideration and ratification.

In accordance with Companies (Cost Records and Audit) Rules, 2014, the Cost Audit Report for the Financial Year ended 31.03.2022 was filed in XBRL on 11/11/2022 vides SRN: F42463182 with the Ministry of Corporate Affairs, New Delhi.

During the year under review, the Cost Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(iii) Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Company had appointed M/s. VKM & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit Report issued in this regard is annexed as Annexure ‘I.

There are no observations or adverse remarks made in the Secretarial Audit Report by the Auditors.

During the year under review, the Secretarial Auditor had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

(iv) Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2022-2023 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Mishra Partner of M/s. VKM & Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2022-23.

42) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

43) CORPORATE POLICIES AND PROCEDURES ON INTERNAL FINANCIAL CONTROLS:

The Corporate Policies and Procedures on Internal Financial Controls policy has been posted on the website of the Company at https://vinatiorganics.com/wp-content/ uploads/2021/05/CORPORATE-POLICY-ON-INTERNAL-FINANCIAL-CONTROL.pdf

44) BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility & Sustainability Report is attached and is a part of this Annual Report as set out in Annexure ‘J of this report and is also available on Companys website www.vinatiorganics.com.

45) STATUTORY DISCLOSURES:

There were no transactions/events with respect to the following items during the financial year under review and accordingly no disclosure or reporting is required with respect to the same:

1. Deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

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

3. Receipt of any remuneration or commission by the Managing Director/Whole-time Director of the Company from any of its subsidiaries/ other Companies.

4. Significant or material orders passed by the regulators or courts or tribunals which impact the going concern status and the Companys operations in the future.

5. Buyback of shares.

6. Material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Directors Report unless otherwise stated in the report. The details pertaining to the composition of various Committees of the Board including the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee and Corporate Social Responsibility Committee and the details of the establishment of Vigil Mechanism are included in the Corporate Governance Report, which is a part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

46) APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their sincere gratitude for assistance and cooperation received from Central & State Governments, banks, financial institutions, shareholders, business associates and esteemed customers for their continued support and assistance during the year.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of Vinati Organics Limited through their commitment, competence, co- operation and diligence to duty in achieving consistent growth of the Company.

Registered Office:	For and on behalf of the Board of Directors
B-12 & B-13/1, MIDC Industrial Area,
Mahad – 402 309, Dist. Raigad, Maharashtra.
Tel No.: 022-61240444/428, Fax No.: 022-61240438
Email: shares@vinatiorganics.com	Vinod Saraf
Website: www.vinatiorganics.com	Executive Chairman
CIN: L24116MH1989PLC052224	(DIN: 00076708)
Mumbai, May 19, 2023