gujchem distillers india ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting 84^th Annual report on the affairs of the Company together with the Audited Financial Statements for the year ended on March 31, 2023.

1. FINANCIAL PERFORMANCE:

The summarized financial performance of the Company is summarized below;

Particulars	For the year ended March 31,2023	For the year ended March 31,2022
Gross Total Income (Including other Income)	28.79	143.03
Total Income	28.79	143.03
Total Expenses (Excluding Interest and Depreciation)	23.96	110.76
Profit / (Loss) before Depreciation & Interest	4.83	32.27
Less : Depreciation	0.20	0.29
Less: Interest	1.38	0.03
Profit / (Loss) Before Tax	3.25	31.95
Less : Current Tax	(0.51)	(4.98)
Less: MAT Credit	0.51	4.98
Add: Deferred Tax	0.33	7.26
Net Profit / (Loss) After Tax	3.58	39.21
Other Comprehensive Income after Tax	-	-
Total Comprehensive Income for the year	3.58	39.21

Note : Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

2. HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total Income of the Company for the year ended on March 31, 2023 was 28.79 lacs against total income of 143.03 lacs in the previous year and net profit of the Company is amounted to 3.58 lacs as against the net profit of 39.21 lacs in the previous year. Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

3. DIVIDEND:

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

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

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2023.

6. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

7. CHANGE OF REGISTERED OFFICE:

During the year, the Registered Office of the Company was shifted from office No.6, 2nd Floor, National Chambers, Near City Gold, Ashram Road, Ahmedabad-380006, Gujarat to 307, Third Floor, Ashirwad Paras-1, Kanti Bharwad PMT, Opposite Andaz Party Plot, Makarba, Ahmedabad-380051, Gujarat within the local limits of the city w.e.f May 23, 2022.

8. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

9. PUBLIC DEPOSITS:

During the year, your Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Rules framed there under to the extent notified and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet..

10. STATE OF THE COMPANYS AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year, the Company has incorporated wholly-owned subsidiary company namely Sera Code Private Limited on July 28, 2022 to carry on the business of Information Technology. The Board of Directors explored the various options available in business of Information Technology, however thereafter the board formed an opinion to sale entire stake of the Subsidiary Company and not to proceed with business of Information Technology. The Company does not have Subsidiary, Joint venture or Associate Company for the financial year ended on March 31, 2023 and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is a not required to attach this report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Composition of Board and Key Managerial Personnel

Name of Directors	Designation	Category	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Mr. Sagar Samir Shah*	Chairman & Director	Promoter, Non- Executive	10	10	10
Mr. Samir Rohitbhai Shah**	Managing Director	Promoter, Executive	10	02	02
Mr. Sharad Agarwal***	Whole-Time Director and Chief Executive Officer	Non- Promoter, Executive	10	05	02
Mrs. Viraj Samirbhai Shah****	Whole-Time Director	Promoter, Executive	10	01	01
Mrs. Rajasvee Sagar Shah*****	Director	Promoter, Non- Executive	10	10	10
Mr. Rameshbhai Chimanlal Dathia#	Independent Director	Independent, Non Executive	10	05	02
Mr. Manish Indravardhan Mehta ##	Independent Director	Independent, Non Executive	10	03	03
Mrs. Barkha Balkrushnan Deshmukh###	Independent Director	Independent, Non Executive	10	08	07
Mr. Devi Prasad Choudhary####	Independent Director	Independent, Non Executive	10	03	00
Mr. Sunil Kondiba Kalhapure#####	Independent Director	Independent, Non Executive	10	01	01
Pranav Bharatkumar Chalishajar^	Chief Financial Officer	-	-		-
Samir Rohitbhai Shah^^	Chief Financial Officer	-	-		-
Sangeeta Amit Khyani	Company Secretary and Compliance Officer	-	-		-

• *Mr. Sagar Samir Shah (DIN: 03082957) has been designated as Chairman of the Company w.e.f. May 02, 2022.

• **Mr. Samir Rohitkumar Shah (DIN: 05214387) has been appointed as Additional Director under the Category of the Managing Director of the Company w.e.f. May 02, 2022 and resigned from the position of Managing Director of the Company w.e.f. June 18, 2022.

• ***Mr. Sharad Agarwal has been appointed as an Additional Director under the Category of Whole-Time Director and Chief Executive Officer of the Company in the Board Meeting held on June 18, 2022 w.e.f. July 01, 2022 and confirmed as Whole-Time Director by the members in the Annual General Meeting held on September 15, 2022. However, he had resigned from the position of Whole-Time Director and Chief Executive Officer w.e.f. November 11, 2022.

• ****Ms. Viraj Samirbhai Shah has been appointed as an Additional Director under the category of Whole-Time Director of the Company w.e.f. March 01, 2023 and confirmed as Whole-Time Director by the members in Extra Ordinary General Meeting held on May 24, 2023.

• *****Mrs. Rajasvee Sagar Shah (DIN: 08265565) has resigned from the position of Managing Director of the Company with effect from May 02, 2022.However, She will continue to remain Director of the Company.

• #Mr. Rameshbhai Chimanlal Dathia (DIN: 07767388) was ceased to be an Independent Director of the Company w.e.f. August 19, 2022.

• ##Mr. Manish Indravadan Mehta (DIN: 08516146) had resigned from the office of Independent Director of the Company w.e.f. June 18, 2022.

• ###Mrs. Barkha Balkrushnan Deshmukh (DIN: 08562935) has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. June 18, 2022 and confirmed as Independent Director by the members in the Annual General Meeting held on September 15, 2022.

• ####Mr. Devi Prasad Choudhary has been appointed as an Additional Director under the Category of the Independent Director of the Company w.e.f. October 12, 2022 and ceased to be director w.e.f. January 10, 2023.

• #####Mr. Sunil Kondiba Kalhapure has been appointed as an Additional Director under the category of Independent Director of the Company w.e.f. March 01, 2023 and confirmed as Independent Director by the members in the Extra Ordinary General Meeting held on May 24, 2023.

• ^Mr. Pranav Bharatkumar Chalishajar had resigned from the office of Chief Financial Officer of the Company w.ef. March 01, 2023.

• ^^Mr. Samir Rohitbhai Shah has been appointed as Chief Financial Officer of the Company w.ef. March 01, 2023.

b) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sagar Samir Shah (DIN : 03082957) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 84th Annual General Meeting.

c) Declaration of Independence

Mrs. Barkha Balkrushnan Deshmukh and Mr. Sunil Kondiba Kalhapure were Independent Directors the Company during the financial year ended on March 31, 2023. However, Mr. Rameshbhai Chimanlal Dathia and Mr. Manish Indravadan Mehta were ceased to be an Independent Director of the Company with effect from August 19, 2022 and June 18, 2022 respectively. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no 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.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

e) Meeting of Board and Committees

The Board of Directors of the Company met (10) ten times during the financial year ended March 31, 2023, on May 02, 2022, May 23, 2022, June 18, 2022, August 08, 2022, August 19, 2022, October 12, 2022, November 11, 2022, December 16, 2022, February 06, 2023 and March 01, 2023. Details of attendance of meetings of the Board and its Committees are included in this report. The Independent Directors met on March 01, 2023, during the financial year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, Executive Directors, Chief Financial officer, Company Secretary and any other Managerial Personnel.

f) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report. g) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Sagar Samir Shah, Chairman (w.e.f. May 02, 2022)

2. Mrs. Viraj Samirbhai Shah, Whole-Time Director (w.e.f. March 01, 2023)

3. Mr. Samir Rohitbhai Shah, Chief Financial Officer (w.e.f. March 01, 2023)

4. Mrs. Sangeeta Amit Khyani, Company Secretary & Compliance Officer.

12. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on March 01, 2023to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The_Independent_Directorsfireviewedfithe_performance_offithe_non independent_Directors _and_ Boardas whole. The performance of the Chairman taking_into_accountfithe_views_offlexecutive_Directors and Non_ Executive_Directors_ and_ assessed_ the_ quality,_ quantity_ and_ timeline_ of_ flow_of_ information_between_company_management_and_Board.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, Your Directors confirm that they have: (i) followed applicable accounting standards, alongwith proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31, 2023;

(ii) 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 the year under review; (iii) 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; (iv) prepared the annual accounts for the financial year ended on March 31, 2023 on a going concern basis; (v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and (vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

14. AUDITORS:

The matters related to Auditors and their Reports are as under: a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, The present Auditors of the Company are M/s. S. N. Shah& Associates, Chartered Accountants, having registration number FRN No. 109782W were appointed as Statutory Auditors of the Company to hold office from the conclusion of 80thAnnual General Meeting (AGM) till the conclusion of the Annual General Meeting of the Company to be held in the year 2024. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for rati_cation by members at every AGM, is not required. Hence, the resolution relating to rati_cation of Auditors appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company. During the financial year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

Further, we would like to inform you that Auditors have emphasized following matter in their Audit Report:

We draw attention to the fact that the Company had closed its manufacturing operations and sold/disposed off land, plant & machinery and other fixed assets in earlier years and since then the company has not resumed the manufacturing activities. These events or conditions, along with other matters as set forth in Notes to the financial statements. However, from the last year, company has started business operation by way of trading of goods. This does not crystalize the opinion of auditor on companies ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Response of the Board:

Your Board would like to inform you that the Management is exploring various business opportunities to commence new business and the Company has added new objects to the main object of the Memorandum of Association (MOA).

The Company has its assets in liquid form and therefore, the Board of the Company does not see any serious doubt on the Companys ability to continue as a going concern.

It is to be noted that Audit Report given by the Auditor is not qualified.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Amit Uttamchandani, Proprietor of M/s. Amit Uttamchandani& Associates, as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 in Form No. MR - 3 is attached as ‘Annexure A to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

Qualification	Explanation
The website of the Company is not updated as per regulation 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, dissemination the required informations about listed entity. Further, BSE Limited has issued an advice to the Company to maintain functional website on May 18, 2022.	The Board of Directors of the Company would like to clarify that the website of the Company was not updated at the end of financial year, however, now the company had updated its website giving the full information relating to the Company alongwith all the necessary disclosures as per SEBI (LODR), Regulations, 2015 and Companies Act, 2013. Further, the Board of directors vide their meeting held on May 23, 2022 took note the advice received from BSE.
The Company failed to file e-form MR-1 within 60 days from the date of appointment i.e. March 01, 2023. Mrs. Viraj Shah as whole-time director of the Company, however the e-forms MR-1 has been filed on July 07, 2023 for appointment of Mrs. Viraj Shah.	The Board of Directors of the Company would like to clarify that the Ministry of Corporate Affairs had migrated forms the Company has tried to file Form MR-1 of Ms. Viraj Samirbhai Shah, Whole-Time Director of the Company on V3 Portal of Ministry of Corporate Affairs. However, the Company had filed the form with additional fees due to technical issue as described above. Further, the Board would like to inform you that due to inadvertence, the Company could not filed Form MR-1 of Mr. Sharad Agarwal, however the Company will file the same.
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamperable in nature.	The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and to maintain its non-tamperable nature, we strictly implemented the Password of File. However, the Company has installed SDD software from Orion Legal Supplies in the month of January, 2023 which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 which is non-tamperable and the Company now makes the necessary timely entries in the software to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD).
The Board of Directors has appointed Mr. Sharad Agrawal as Whole-time Director (WTD) and Chief Executive Officer (CEO) of the Company w.e.f. July 01, 2022, however filed e-form DIR- 12 and MGT-14 on MCA beyond the stipulated time period and failed to file MR-1 for his appointment on MCA.	The Board of Directors of the Company would like to clarify that due to inadvertance, the Company could not be able to file form MGT-14 and DIR-12 of Mr. Sharad Agarwal within stipulated time.

and failed to file MR-1 for his appointment on MCA.

The Board, on the recommendation of Audit Committee, has re-appointed M/s.Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad as Secretarial Auditor of the Company for the financial year 2023-24 and 2024-25.

15. COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mrs. Sangeeta Amit Khyani has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

16. SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is 10,00,00,000 consisting of 9,60,00,000 Equity Shares of Re. 1/- each, 11 % Cumulative Redeemable Preference Shares of 100 each - First Issue, 11 % Cumulative Redeemable Preference Shares of 100 each - Second Issue and Unclassified Shares of 10 each.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and paid Up Capital of the Company is 16,18,850 consisting of 16,18,850 equity Shares of Re. 1/- each as on March 31, 2023.

During the year, the Company has made Sub-Division/Stock Split of face value of Equity Shares from 10/- each to Re. 1/- each after taking approval of Members of the Company by way of postal ballot on March 16, 2022 and approval of Stock Exchange. The Sub-Division/Stock Split has become effective from May 27, 2022.

Further, after the financial year ended on March 31, 2023, the Company had issued and allotted 19,50,000 equity shares pursuant to conversion of warrants on June 20, 2023 after taking approval from the members in Extra Ordinary General Meeting held on May 24, 2023. Therefore, the present Issued, Subscribed and paid Up Capital of the Company is 35,68,850 consisting of 35,68,850equity Shares of Re. 1/- each.

SUB-DIVISION/SPLIT OF SHARES:

The Company has made Sub-Division of face value of Equity Shares from 10/- each to 1/- each with effect from May 27, 2022. The Capital Structure after the sub-division is as under

Particulars	No. of Shares	Face Value	Amount in
Authorised Share Capital
Equity Shares of Re.1 each	9,60,00,000	1/-	9,60,00,000
11 % Cumulative Redeemable Preference Shares of 100 each - First Issue - NO CHANGE	15,000	100/-	15,00,000
11 % Cumulative Redeemable Preference Shares of 100 each - Second Issue – NO CHANGE	20,000	100/-	20,00,000
Unclassified Shares of 10 each	50,000	10/-	5,00,000
Paid Share Capital	16,18,850	1/-	16,18,850
Issued Share Capital	16,18,850	1/-	16,18,850
Subscribed Share Capital	16,18,850	1/-	16,18,850

17. EXTRA ORDINARY GENERAL MEETING:

During the year, pursuant to Section 100 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company has convened an Extra Ordinary General Meeting through Video Conferencing on Wednesday, May 24, 2023 scheduled at 02.00 p.m. and passed the following resolutions:

1. To Issue Fully Convertible Equity Warrants On Preferential Basis

2. To Consider and Appoint Ms. Viraj Samirbhai Shah (DIN:07889459) as Whole-Time Director of the Company

3. To Consider and Appoint Mr. Sunil Kondiba Kalhapure (DIN: 09712393) as an Independent Director of the Company

18. LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regular in payment of listing to the Stock Exchange i.e. BSE Limited.

19. DEMATERIALIZATION OF SHARES:

As on March 31, 2023, there were 11,59,400 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 71.61% of the total issued, subscribed and paid-up capital of the Company.

20. CHANGE OF ISIN NUMBER:

During the year, the Company has made Sub-Division of face value of Equity Shares from 10/- each to 1/- each with effect from May 27, 2022. Therefore, due to Corporate Action for the Stock Split, ISIN Number of the Company has been changed and new ISIN is INE218N01021.

21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy : Nil ii. the steps taken by the company for utilizing alternate sources of energy : None iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION: i. the efforts made towards technology absorption : None ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil a) The details of technology imported: None b) The year of import: N.A. c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO : i. Foreign Exchange Earning :Nil ii. Foreign Exchange Outgo __:Nil

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made and securities provided covered under Section 186 of the Companies Act,2013are provided in the Note No. 04 & 08 specifying details of Non-Current Financial Assets: Investments & Current Financial Assets: Loans & Advances respectively to the accompanying financial statements, presented in this Annual Report. However, the Company had not provided securities and given guarantees covered under Section 186 of the Companies Act, 2013 during the year ended on March 31, 2023.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time, the Company has a policy on Related Party Transactions which is approved by the Board which inter-alia defines the process for identifying, reviewing, approving and monitoring of Related Party Transactions. The policy was revised pursuant to the amendment of SEBI Listing Regulations and the same is available on the Companys website at www.gujchemdistillers.in.

During the financial year 2022-23, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company for FY 2022-23 and hence does not form part of this Annual Report. However, the Company submits details of related party transactions on a consolidated basis as required under Ind-AS 24 have been made in the notes to the standalone financial statements.

24. ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration)Rules, 2014, Annual Return of the Company as at March 31, 2023 is hosted on your Companys website at www. gujchemdistillers.in.

25. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

26. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

(a) AUDIT COMMITTEE:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors. The terms of reference of the Audit Committee are broadly as under:

• Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

• Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

• Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act; ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by Management; iv. Significant adjustments made in the Financial Statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to Financial Statements; vi. Disclosure of any Related Party Transactions; vii. Qualifications in the draft Audit Report;

• Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval;

• Review and monitor the Auditors independence and performance and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with Related Parties;

• Scrutiny of Inter - Corporate Loans and Investments;

• Evaluations of Internal Financial Controls and Risk Management Systems;

• Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To review the functioning of the Whistle Blower Mechanism;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

• Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mrs. Sangeeta Amit Khyani, Company Secretary of the Company acted as a Secretary of the Committee. All the Members of the Audit Committee have Financial, Accounting and Management expertise.The board of directors has accepted all recommendations of the Audit Committee during the year.

The Audit Committee of the Company was reconstituted on June 18, 2022 as follows

Name	Designation	Induction/Cessation
Mrs. Barkha Deshmukh	Chairperson	Induction
Mr. Rameshbhai Dathia	Member	-
Mr. Sagar Shah	Member	Induction
Mr. Manish Indravadan Mehta	Chairperson	Cessation
Mrs. Rajasvee Sagar Shah	Member	Cessation

The Audit Committee of the Company was reconstituted on October 12, 2022 as follows

Name	Designation	Induction / Cessation
Mrs. Barkha Deshmukh	Chairperson	-
Mr. Devi Prasad Choudhary	Member	Induction
Mr. Sagar Shah	Member	-
Mr. Rameshbhai Dathia	Chairperson	Cessation

The Audit Committee of the Company was reconstituted on March 01, 2023 as follows

Name	Designation	Induction / Cessation
Mrs. Barkha Deshmukh	Chairperson	-
Mr. Sunil Kalhapure	Member	Induction
Mr. Sagar Shah	Member	-
Mr. Devi Prasad Choudhary	Member	Cessation

The present composition of the Audit Committee for the year ended on March 31, 2023 and details of meetings attended by the Directors during the year 2022-23 are given as below:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meeting attended
Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive Independent Director	06	05	05
Mr. Sunil Kondiba Kalhapure	Member	Non-Executive Independent Director	06	01	01
Mr. Sagar Samir Shah	Member	Promoter, Non-Executive Director	06	06	06

27. Presence of Chairman of the Audit Committee:

Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Audit Committee was present in the Annual General Meeting held on September 15, 2022. The necessary quorum was present for all the meetings.

O Meetings:

During the Financial Year 2022-23, the Members of Audit Committee met 6 (Six) times viz. on May 23, 2022, August 08, 2022, November 11, 2022 December 16, 2022, February 06, 2023 and March 01, 2023. b) NOMINATION AND REMUNERATION COMMITTEE:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015read with Section 178 of the Companies Act, 2013.

The broad terms of reference of Nomination and Remuneration Committee includes

• Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

• Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

Succession planning for Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

• Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board; The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mrs. Sangeeta Amit Khyani, Company Secretary of the Company acted as a Secretary of the Committee. The Nomination and Remuneration Committee of the Company was reconstituted on June 18, 2022 as follows

Name	Designation	Induction / Cessation
Mrs. Barkha Deshmukh	Chairperson	Induction
Mr. Rameshbhai Dathia	Member	-
Mr. Sagar Shah	Member	-
Mr. Manish Indravadan Mehta	Chairperson	Cessation

The Nomination and Remuneration Committee of the Company was reconstituted on October 12, 2022 as follows

Name	Designation	Induction / Cessation
Mr. Devi Prasad Choudhary	Chairperson	Induction
Mrs. Barkha Deshmukh	Member	-
Mr. Sagar Shah	Member	-
Mr. Rameshbhai Dathia	Chairperson	Cessation

The Nomination and Remuneration Committee of the Company was reconstituted on March 01, 2023 as follows

Name	Designation	Induction / Cessation
Mr. Sunil Kalhapure	Chairperson	Induction
Mrs. Barkha Deshmukh	Member	-
Mr. Sagar Shah	Member	-
Mr. Devi Prasad Choudhary	Chairperson	Cessation

The present composition of the Nomination and Remuneration Committee for the year ended on March 31, 2023 and details of meetings attended by the Directors during the year 2022-23 are given as below:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meetings attended
Mr. Sunil Kondiba Kalhapure	Chairperson	Non-Executive, Independent Director	07	01	01
Mrs. Barkha Balkrushnan Deshmukh	Member	Non-Executive, Independent Director	07	06	06
Mr. Sagar Samir Shah	Member	Promoter, Non- Executive Director	07	07	07

O Meetings:

During the Financial Year 2022-23, the Members of Nomination and Remuneration Committee met 7 (Seven) times on May 02, 2022, June 18, 2022, August 19, 2022, October 12, 2022, November 11, 2022, February 06, 2023 and March 01, 2023.The necessary quorum was present for all the meetings.

Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Nomination and Remuneration Committee was present in the Annual General Meeting held on September 15, 2022.

O Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys offcial website at ww.gujchemdistillers.in.

We afirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company. O Remuneration of Directors:

The appointment and remuneration of all the Executive Directors of the Company is governed by the recommendation of the Nomination and Remuneration Committee, Resolutions passed by the Board of Directors and Shareholders of the Company. The remuneration package of all the Executive Directors comprises of salary, perquisites and allowances, and contributions to Provident and other Retirement Benefit Funds as approved by the shareholders at the General Meetings.

Independent Directors receive remuneration by way of sitting fees for attending each meeting of Board and Boards Committees and commission as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders as provided under the Act and rules made thereunder or any other enactment for the time being in force. The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee work along with the Board for a structured leadership succession plan.

O Performance Evaluation :

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable). Directors express their satisfaction with the evaluation process.

The Committee while evaluating the performance of the Non Executive Independent Directors may take into consideration various factors including:

Attendance and Participation at the Board Meetings, Committee Meetings and Annual General Meeting;

Other Directorship held by the Non-Executive Independent Directors;

Input in strategy decisions;

Review of Financial Statements, risks and business performance;

Time devoted toward discussion with Management;

Active participation in long-term strategic planning;

c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted a Stakeholders Relationship Committee ("SRC") pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including:

Transfer and transmission of shares held by shareholders in physical format;

Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

Status of dematerialization/rematerialization of shares;

Issue of duplicate share certificates;

Monitor and Track redressal of Investor complaints;

Oversee the performance of the Companys Registrar and Transfer Agents;

Review of measures taken for effective exercise of voting rights by Shareholders;

Suggest measures for improvement upgrade the standard of services to investorsfrom time to time;

Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment

or modification as may be applicable;

Your Companys shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/ officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. Mrs. Sangeeta Amit Khyani, Company Secretary of the Company acted as a Secretary of the Committee.

The Stakeholders Relationship Committee of the Company was reconstituted on June 18, 2022 as follows

Name	Designation	Induction / Cessation
Mrs. Barkha Deshmukh	Chairperson	Induction
Mr. Rameshbhai Dathia	Member	-
Mr. Sharad Agarwal	Member	Induction
Mr. Manish Indravadan Mehta	Chairperson	Cessation
Mrs. Rajasvee Sagar Shah	Chairperson	Cessation

The Stakeholders Relationship Committee of the Company was reconstituted on October 12, 2022 as follows

Name	Designation	Induction / Cessation
Mrs. Barkha Deshmukh	Chairperson	-
Mr. Devi Prasad Choudhary	Member	Induction
Mr. Sharad Agarwal	Member	-
Mr. Rameshbhai Dathia	Chairperson	Cessation

The Stakeholders Relationship Committee of the Company was reconstituted on March 01, 2023 as follows

Name	Designation	Induction / Cessation
Mrs. Barkha Deshmukh	Chairperson	-
Mr. Sunil Kalhapure	Member	Induction
Mr. Sagar Shah	Member	-
Mr. Devi Prasad Choudhary	Chairperson	Cessation

The present composition of the Stakeholders Relationship Committee for the year ended on March 31, 2023 and details of meetings attended by the Directors during the year 2022-23 are given as below:

Sr. No. Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meetings attended
1. Mrs. Barkha Balkrushnan Deshmukh	Chairperson	Non-Executive, Independent Director	03	02	02
2. Mr. Sunil Kondiba Kalhapure	Member	Non-Executive, Independent Director	03	01	01
3. Mr. Sagar Samir Shah	Member	Promoter, Non-Executive Director	03	01	01

O Meetings:

During the Financial Year 2022-23, the Members of Stakeholders Relationship Committee met 3 (three) times on May 02, 2022, February 12, 2023 and March 01, 2023.

O Investors Complaints:

No. of Complaints pending as on April 01, 2022	Nil
No. of Complaints identified and reported during Financial Year 2022-23	01
No. of Complaints disposed during the year ended March 31, 2023	01
No. of pending Complaints as on March 31,2023	Nil

O Presence of Chairman of the Stakeholders Relationship Committee:

The necessary quorum was present for all the meetings. Mrs. Barkha Balkrushnan Deshmukh, Chairperson of the Stakeholders Relationship Committee was present in the Annual General Meeting held on September 15, 2022.

28. COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

29. STATE OF THE COMPANYS AFFAIRS:

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis Report (MDAR) in "Annexure-B"as stipulated under Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015is presented in a separate section forming part of this Annual Report.

30. GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their e-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

31. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragragh B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the detailed Managements Discussion and Analysis Report is given as an Annexure "B" to this report.

34. VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented ‘Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Companys website at www.gujchemdistillers.in.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process for raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Companys policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2023, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

35. POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is an equal opportunity employer and consciously strives to build a work culture that promotes dignity of all employees. Your Company has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Committee(IC) has been set up to redress complaints received regarding sexual harassment. It provides a safe haven to all women, including its regular, outsourced employees and visitors.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to FY 2022-23 is as under: a. Number of complaints pending at the beginning of the financial year - Nil b. Number of complaints filed during the financial year - Nil c. Number of complaints disposed of during the financial year – Nil d. Number of complaints pending as on end of the financial year – Nil

36. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companys internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Companys assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant de_ciencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

37. 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 STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

38. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

40. PARTICULARS REGARDING EMPLOYEES:

The Company has no employees, who draws the remunerations in excess of limits specified in Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as ‘Annexure C to this report.

41. STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders value and of course on reputation.

42. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

43. VARIOUS POLCIES OF THE COMPANY:

In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website (www.gujchemdistillers.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

Name of the Policy	Brief Description
Whistle Blower or Vigil Mechanism Policy	The policy is meant for directors, employees and stakeholders of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others.
Policy for Related Party Transactions	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Policy for determination of materiality of events	This policy applies for determining and disclosing material events taking place in the Company.
Code of conduct for Director(s)and Senior	The Policy is aimed to formulate a Code of Conduct for the Directors and
Management Personnel	Senior Management Personnel to establish highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	The policy formulates the criteria for determining qualifications/ competencies/positive attributes and independence related to the appointment, removal and remuneration of a Director (Executive / Non- Executive) and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees covered under the prescribed criteria, if any.
Code of Conduct for Prohibition of Insider Trading	The Policy provides for framework for dealing with the securities of the Company in mandated manner.

44. CORPORATE GOVERNANCE:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the annual report of the listed entity shall contain Corporate Governance Report.

However, the paid up share capital does not exceeds 10 crores and Net worth does not exceeds 25 crores, therefore, the said provisions are not applicable to our Company and hence, the Corporate Governance Report is not applicable and therefore not provided by the Board.

45. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

46. DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year is not applicable.

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

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

48. GENERAL DISCLOSURES:

During the financial year 2022-23,

The Company has not issued any shares with differential voting rights;

There was no revision in the Financial Statements;

The Company has not issued any Sweat Equity Shares;

The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014.

49. ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Directors Report: a. Annexure A: Secretarial Auditors Report in Form No. MR-3; b. Annexure B : Management Discussion and Analysis Report; c. Annexure C: Details of personnel/particulars of employees;

50. APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors, distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their support and cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic and hardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible to achieve the all-round progress and growth of Company.

Registered Office	For and on the behalf of the Board of Directors
Survey No. 146, Plot No. 314,	GUJCHEM DISTILLERS INDIA LIMITED
307, 3rd Floor, Ashirwad Paras-1,
S.G. Highway, Makarba,
Ahmedabad-380009, Gujarat
	Sd/-	Sd/-
Place: Ahmedabad	SAGAR SAMIR SHAH	VIRAJ SAMIRBHAI SHAH
Date: August 09, 2023	CHAIRMAN & DIRECTOR	WHOLE-TIME DIRECTOR
	DIN: 03082957	DIN: 07889459