Harshil Agrotech Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the 51st Annual Report together with Audited Balance Sheet and Profit & Loss Account for the year ended on 31st March, 2024. The highlights of the financial results are as under:

FINANCIAL RESULTS:

The Companys financial performances for the year under review, along with the previous years figures, are summarized hereunder:

(Amt in Rs.)

Particulars	Current Year 2023-24	Previous Year 2022-23
Revenue From Operations	12,92,67,526.76	3,83,95,823.75
Other Operating Revenue Income	9,76,326	5,389.07
Total Revenue	1,30,243,852.76	3,84,01,212.82
Less: Expenses excluding Finance cost and Depreciation	11,93,56,884.66	3,15,37,854.35
Profit / (Loss) before Interest, Tax and Depreciation	1,08,86,968.60	68,63,358.47
Less: Finance Cost	3,544.69	1,416.00
Profit/(Loss) Before Depreciation	1,08,83,423.91	68,61,942.47
Less: Depreciation and amortization	70,829.08	23,885.00
Profit /(Loss) Before Tax	1,08,12,594.83	68,38,057.47
Less: Deferred Tax	27,52,140	18,902.00
Less: Current Tax	33,590	13,86,912.00
Profit / (loss) after tax	80,26,864.83	54,32,243.47

STATE OF COMPANYS AFFAIRS:

The company has Profit of Rs. 80,26,864.83/- in 2023-24 as compared to Rs.54,32,243.47/- profit during the financial year 2022-23

DIVIDEND:

Your Directors do not recommended any dividend during the year.

THE AMOUNTS, COMPANY PROPOSES TO CARRY TO ANY RESERVES:

The Board of the Company has decided not to carry any amount to Reserves.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year till the date to this report

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, no Companies have become or ceased to be Companys subsidiaries, joint ventures or associate companies. As the Company does not have any subsidiaries, associates or joint venture companies as per the Companies Act, 2013 ("the Act"), no report on the performance of such companies is provided.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

Mr.PANKAJKUMAR PATEL (DIN: 09054613) who retires by rotation at this Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors on recommendation of the Nomination and remuneration Committee has recommended his reappointment.

During the Year Ms. Payal Shah (DIN: 02886525), Independent Director of the Company resigned with effect from 22nd September,2023. Mr. SMIT PATEL (DIN: 10348890) was appointed as Additional Non-Executive Director with effect from 27th October,2023

Mr. Jaydeep Bakul Shah (DIN: 09535615 ) was appointed as Additional Independent Director with effect from 9th November,2023.

Mrs. JAYABEN HIRENBHAI PATEL(DIN: 10428008), Mr. DHRUVLKUMAR PATEL (DIN: 10439439) was appointed as Additional Independent Director with effect from 1st January,2024.

Mr. SMIT PATEL(DIN: 10348890) has resigned as Non-executive Director with effect from 1st January,2024

Mr. Dhaval Nagar (PAN: AYHPN5106D) resigned as Company Secretary with effect from 13th December,2023 and Mr. Sohitkumar Dineshchandra Mehta was appointed as Company Secretary with effect from 12th March,2024

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from the Independent Directors of the Company confirming that they met the criteria of independence as prescribed under the Act.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit and loss of the Company for the said period;

(iii) the directors have taken proper and sufficient care of 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) the directors have prepared the Annual Accounts on a going concern basis;

(v) the directors of the Company have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public 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.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report as Annexure-III. Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance is presented under a separate section, which forms part of this Annual Report.

ANNUAL RETURN:

The Annual Return of the Company for FY 23-24 in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company at www.mirchtechnologies.com within 60 days after the Conclusion of 51st Annual General Meeting.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTIES:

All Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

POLICY ON DIRECTORS APPOINTEMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee of the Company formulates the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

STATUTORY AUDITORS:

M/s V S S B & Associates, Chartered Accountants have tendered their resignation as Statutory Auditors w.e.f. 3rd November, 2023 citing reasons that due to Due to pre-occupation of work they are unable to continue. This has resulted into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused by the resignation of auditor shall be approved by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company.

The Board of Directors of the Company recommended the appointment of M/s S K Bhavsar & Co., Chartered Accountants (Firm Registration No. 0145880W) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s V S S B & Associates on 29th November,2023

Accordingly shareholders approval by way of ordinary resolution is sought . M/s S K Bhavsar & Co, Chartered Accountants (Firm Registration No. 0145880W), have conveyed their consent for being appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013

M/s S K Bhavsar & Co appointed as Statutory Auditor of the company to conduct the audit for the period ended as on 31st March 2024, and was eligible to hold the office as Statutory Auditor from the conclusion of the Extra-Ordinary General Meeting till the conclusion of ensuing Annual General Meeting.

In this AGM, it is proposed to appoint M/s S K Bhavsar & Co from the conclusion of Annual General Meeting for a period of five years (01-04-2024 to 31-03-2029).

SECRETARIAL AUDITORS:

The Board has appointed M/s Dharti Patel & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2024 and Secretarial Audit Report is annexed herewith marked as Annexure I to this Report.

Further, Director Non- Disqualification certificate as per the requirement of regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-II.

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report or by the Practising Company Secretary in their respective reports.

There are no frauds reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

MANAGEMENTS DISCUSSION AND ANALYSIS:

The Managements Discussion and Analysis are annexed and forms an integral part of this report. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal financial controls that are commensurate with its size and nature of business to safeguard and protect the Company from loss, unauthorized use or disposition of its assets.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year.

EQUTIY SUSPENSE ACCOUNT:

In accordance with the requirement of Regulation 34 (3) and Schedule V Part F of SEBI Listing Regulations, no equity shares of the company are in suspense account.

VIGIL MECHANISM:

Your Company is committed to highest standard of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Act. The policy provides a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Presently, your Company has been carrying the business activities whose nature does not require to take steps for the conservation of energy. Additionally, the Company will introduce and implement several technological upgradations, with an objective to obtain improved quality of output at a reduced cost in upcoming times, if it requires. Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review

BOARD AND COMMITTEE MEETINGS:

A. BOARD MEETINGS

Thirteen Board Meetings were held during the year.

Attendance of Directors in Board and Annual General meeting is summarized below.

Director	No. of Board Meetings held	No. of Board Meetings attended	Attended last AGM
Payal Ronak Shah	13	5	Yes
Pankajkumar Patel	13	13	Yes
Apurvkumar Pankajbhai Patel	13	13	Yes
Yash Ghanshyambhai Savdhariya	13	11	Yes
Mr. Smit Patel	13	5	No
Mr. Jaydeep Bakul Shah	13	5	No
Mrs. Jayaben Hirenbhai Patel	13	2	No
Mr. Dhruvlkumar Patel	13	2	No

There were Thirteen board meetings held during the financial year i.e. on 12-05-2023, 27-07-2023, 01-08-2023, 11-09-2023, 22-09-2023, 27-10-2023, 03-11-2023, 09-11-2023, 29-11-2023, 13-12-2023, 0101-2024, 12-01-2024 ,12-03-2024.

B. COMMITTEE MEETINGS

i. AUDIT COMMITTEE

The companys Audit Committee is comprising of three Directors. The board has accepted all the recommendation of the Audit Committee.

There were Five Audit Committee meetings held during the financial year i.e. on 12th May,2023,1st August,2023,3rd November,2023,29th November,2023,12th January,2024

ii. NOMINATION AND REMUNERATION COMMITTEE

There were Six Nomination and Remuneration Committee meetings held during the financial year i.e., on 22nd September,2023, 27th October,2023, 9th November,2023,13th December,2023,1st

January,2024,12th March,2024

a. TERMS OF REFERENCE

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

b. REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of sitting fees and commission.

iii. STAKEHOLDERS RELATIONSHIP COMMITTEE

There were two Stakeholders Relationship Committee meetings were held during the financial year i.e., on 27th July,2023 and 22nd September,2023.

ANTI SEXUAL HARASSMENT POLICY:

The Company has adopted a policy and constituted Internal Complaints Committee as required under the Sexual Harassment of Women at the Work Place (Prevention Prohibition & Redressal) Act, 2013. During the year under review no complaints were reported to the Committee.

PARTICULARS OF EMPLOYEES:

There are no employees covered by provision contained in Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future during the year under review.

ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of committees of the Board.

DEATAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub- section (1) of Section 148 of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by Companys executives, staff, workers and valued shareholders.

For and on behalf of the Board of Director of

HARSHIL AGROTECH LIMITED

Sd/-

PANKAJKUMR PATEL

DIN:09054613

Managing Director

Date: 03/09/2024

Place: Ahmedabad