j d orgochem ltd share price Directors report

Dear Members,

Your Directors are pleased to present the 48^th (Forty Eighth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2022.

1. FINANCIAL SUMMARY

The audited financial statements for the financial year ended 31^st March, 2022, forming part of this 48^th Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

Comparative key figures pertaining to financial performance of your Company is provided herein below:

(Rs in Lakhs)

PARTICULARS	FY 2021-2022	FY 2020-2021
Revenue from Operations	146.20	123.20
Other Income	27.35	74.59
Total Income	173.55	197.79
Profit/(Loss) before exceptional item, depreciation and tax	(44.23)	(2.70)
Depreciation	(70.27)	(82.50)
Profit/(Loss) before Exceptional Item and Tax	(114.50)	(82.50)
Exceptional Item	-	-
Profit/(Loss) before Tax	(114.50)	(85.20)
Tax expense - prior year	0.02	-
Profit/(Loss) for the year	(114.52)	(85.20)
Other comprehensive income/(loss) net of tax	(3.39)	(3.59)
Total comprehensive income/(loss) for the year	(117.91)	(88.79)

2. DIVIDEND

In view of the loss incurred, the Directors have not recommended any dividend on the equity shares for the Financial Year ended 31^st March, 2022.

3. TRANSFER TO RESERVES

In view of the loss incurred for the Financial Year ended 31^st March, 2022, no amount is proposed to be transferred to any reserves.

4. REVIEW OF PERFORMANCE

During the financial year under review the revenue from operations aggregated to 146.20 Lakhs as against 123.20 Lakhs during the previous financial year. The Company incurred Net loss before tax of 114.50 Lakhs during the year under review as against 85.20 Lakhs during the previous financial year.

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of your Company as on 31^st March, 2022 was 132.50 Lakhs divided into 1,32,50,000 Equity Shares of face value of 1/- each. Your Company has not issued any Equity Shares during the Financial Year 2021-2022. There was no change in the Share Capital of the Company during the year under review.

6. STATE OF COMPANYS AFFAIR

In view of heavy cost involved in restarting of manufacturing operations and continuing financial constraints, the Company could not undertake the manufacturing activity at Patalganga unit. Also litigation in the matters related to labour issues is another hurdle requiring resolution before commencement of production activity. The Company continued trading activity during the year, but could not achieve the desired level of sales revenue.

7. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of your Company.

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

Pursuant to the provision of Section 134(3)(q) of the Act, read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information in the compliance of Companys objective efficiently.

Your Company has an adequate internal financial control system in accordance to the size of the Company and nature of business. Further an Independent Internal Auditor, who is a qualified Chartered Accountant, reviews the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions which are duly incorporated into the system. Internal Auditor submits its Internal Audit Report on a periodical basis and the same is placed before the Audit Committee at its meeting and at Board meeting for their review and noting.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

11. ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the individual Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and of Individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Directors performance, the performance of the Board, its Committees. Evaluation parameters of the Board and Committees were mainly based on Policy adopted by the Board and also considered Disclosure of Information, key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. The Board/ Committee structure and composition, frequency of board meetings, participation of Directors in the meeting, execution and performance of specific duties of the Board of Directors, review of boards competency, experience, contribution etc. as additional Parameters.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole at its Separate Independent Directors Meeting. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

12. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to the provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant data pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as ANNEXURE-1 which forms part of this Report.

13. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE

The Company does not have any Subsidiary, Joint Venture or Associate Company.

14. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions that were entered into with the related parties during the financial year ended 31^st March, 2022 were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. A statement of all Related Party Transactions specifying the nature, value and term and conditions of the transaction is placed before the Audit Committee for its review and approval on a quarterly basis. Also the Company has obtained prior omnibus approval of the Audit Committee for Related Party Transactions occurred during the year for transactions which are of repetitive nature.

Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC 2 is not applicable.

Further there are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large except as stated in the Financial Statements. The Company has adopted a material related party transactions Policy approved by the Board and is displayed on the Companys website and the weblink of the same is http://www.idoraochem.com/pdf/policies/Policv%20 on%20Material%20Related%20Party%20Transaction.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Parag Sharadchandra Kothari (DIN: 00184852), Non-Executive Director of the Company retires by rotation at the ensuing 48^th AGM of the Company and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the 48^th ensuing AGM. Brief profile of Mr. Parag Sharadchandra Kothari (DIN: 00184852), has been given in the Notice convening the 48^th AGM.

The Members of the Company at 47^th AGM of the Company held on 27^th September, 2021 re-appointed Mr. Suhas Balkrishna Jande (DIN: 08384902) as a Whole-Time Director of the Company for a further period of 2 (two) years commencing from 27^th March, 2021 to 26^th March, 2023.

During the year under review, Mr. Mayur Kanjibhai Rathod, Company Secretary and Compliance Officer of the Company resigned from his office with effect from 18^th December, 2021. The Board places on record their deep appreciation for the services rendered by Mr. Mayur Kanjibhai Rathod during his tenure as Company Secretary and Compliance Officer of the Company.

Further, upon the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 10^th February, 2022 approved the appointment of Ms. Shivani Shailesh Kawle (Membership no. A63914) as a Company Secretary and Compliance Officer of the Company.

Pursuant to the provisions of Section 149 of the Act, Independent Directors of the Company have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications. The details of remuneration paid to the members of the Board of Directors and its Committees have been disclosed in the financial statements forming part of this annual report.

Pursuant to the provisions of Section 203 of the Act, Mr. Suhas Balkrishna Jande (DIN: 08384902), Whole-Time Director, Mr. Kantibhai Maganbhai Darji, Chief Financial Officer and Mr. Mayur Kanjibhai Rathod, Company Secretary & Compliance Officer (Upto 18^th December, 2021) and Ms. Shivani Shailesh Kawle, Company Secretary & Compliance Officer (w.e.f. 10^th February, 2022) were the Key Managerial Personnel of the Company for the Financial Year 2021-22.

16. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place appropriate policy on Directors appointment and remuneration as required under Section 178(3) of the Act, which has been uploaded on the Companys website and weblink of the same is http://www.idoraochem.com/pdf/policies/ Remuneration%20to%20Directors.%20KMPs%20&%20Other%20Employees.pdf.

17. CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION

The Company has in place appropriate policy for determining qualifications, positive attributes, independence of an Independent Director, which has been uploaded on the Companys website and weblink of the same is http://www.idoraochem.com/pdf/policies/Policv%20for%20determinina%20Qualifications.%20positive%20 attributes%20and%20Independence%20of%20a%20director.pdf.

18. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

Your Company has not accepted deposits from public within the meaning of Section 73 of the Act and rules framed thereunder. Further there are no deposits outstanding hence there were no instances inviting non compliance of the requirements of Chapter V of the Act.

19. DEBENTURES AND DEBENTURE TRUSTEE

As on 31^st March, 2022, there were 16,04,000 Zero Coupon Non-Convertible Debentures outstanding having face value of 100/- each. IDBI Trusteeship Services Limited acts as Debenture Trustee of the Company having their registered office at Ground floor, Asian Building 17 Kamani Marg, Ballard Estate, Mumbai - 400 001.

However due to the impact of disruptions on account of COVID-19 pandemic and severe financial constraints, weak market situation and labour issues, the Company had requested the debenture holder for extension ofmoratorium period for repayment of Zero Coupon Non-Convertible Debentures by two year. The debenture holder had accepted the same and agreed on revised repayment schedule for redemption of Zero Coupon Non-Convertible Debentures, required to be paid in ten quarterly installments along with premium of 50% commencing from 30^th June, 2023 to 30^th September, 2025.

20. TRANSFER OF SHARES INTO UNCLAIMED SUSPENSE ACCOUNT

Pursuant to the provisions of Regulation 39(4) of the SEBI Listing Regulations, the Company has transferred 1200 shares to an Unclaimed Suspense Account and these shares are being held by the Company in demat form on behalf of the beneficial owners of the said shares. The voting rights on these shares shall remain frozen till rightful owner of such shares claims the shares.

21. TRANSFER OF SHARES INTO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provision of Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 it is required by Company to transfer in the name of IEPF all Shares in respect of which the dividend has been transferred to Investor Education and Protection Fund (IEPF) on or before the 07^th September, 2016.

Accordingly, the company has transferred to IEPF account all shares in respect of which dividend was already transferred to IEPF Account pertaining to financial year 1994-95, 1995-96, 1996-97 and 1997-98.

The details of shares transferred to IEPF Authority are as follows:

SR NO	FINANCIAL YEAR	NO. OF SHAREHOLDERS	NO OF SHARES HELD
1.	1994-95	41	4,300
2.	1995-96	58	6,200
3.	1996-97	122	13,400
4.	1997-98	166	21,100
	TOTAL	387	45,000

Members who have so far not claimed or collected their dividends for the said period may claim their dividend and shares from the Investor Education and Protection Fund, by submitting an application in the in e-Form/web form No. IEPF-5 available on www.iepf.gov.in.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website http://www.jdorgochem.com/ StatutoryInformation.html.

23. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board- The composition of your Board is in compliance with the provisions of the Act and the SEBI Listing Regulations, Companys Board comprises of 6 (Six) Directors which includes Mr. Parag Sharadchandra Kothari, Chairman and Non-Executive Director, Mr. Nikhil Sharadchandra Kothari - Non-Executive Director, Mrs. Bharati Ravindra Chandan - Independent Woman Director, Mr. Mitesh Dilip Sejpal - Independent Director, Mr. Umesh Trikamdas Chandan - Independent Director and Mr. Suhas Balkrishna Jande - Whole-Time Director. During the financial year under review, 4 (Four) Board Meetings were held. The details of the Board Meetings with regard to their dates and attendance of each of the Directors are mentioned herein below:

Sr. Name of Directors No.	Date of the Board meeting and Attendance of Directors
	29.06.2021	10.08.2021	12.11.2021	10.02.2022
1 Mr. Parag Sharadchandra Kothari	Attended	Attended	Attended	Absent
2 Mr. Nikhil Sharadchandra Kothari	Attended	Attended	Attended	Attended
3 Mr. Suhas Balkrishna Jande	Attended	Attended	Attended	Attended
4 Mr. Umesh Trikamdas Chandan	Attended	Attended	Attended	Attended
5 Mr. Mitesh Dilip Sejpal	Attended	Attended	Attended	Absent
6 Mrs. Bharati Ravindra Chandan	Attended	Attended	Attended	Attended

b) Audit Committee - A duly constituted Audit Committee consists of majority of Independent Directors with Mr. Umesh Trikamdas Chandan, Independent Director as the Chairman of the Committee. The other members of the Audit Committee are Mr. Mitesh Dilip Sejpal, Mrs. Bharati Ravindra Chandan, Independent Director and Mr. Suhas Balkrishna Jande, Whole-Time Director. The details of the Audit Committee Meetings with regard to their dates and attendance of each of the Members are mentioned herein below:

Sr. Name of Directors No.	Date of the Audit Committee meeting and attendance of Members
	29.06.2021	10.08.2021	12.11.2021	10.02.2022
1 Mr. Umesh Trikamdas Chandan	Attended	Attended	Attended	Attended
2 Mr. Mitesh Dilip Sejpal	Attended	Attended	Attended	Absent
3 Mrs. Bharati Ravindra Chandan	Attended	Attended	Attended	Attended
4 Mr. Suhas Balkrishna Jande	Attended	Attended	Attended	Attended

c) Nomination and Remuneration Committee - The Nomination and Remuneration Committee consists entirely of Independent Directors with Mr. Mitesh Dilip Sejpal as the Chairman of the Committee. The other members of the Nomination and Remuneration Committee are Mr. Umesh Trikamdas Chandan and Mrs. Bharati Ravindra Chandan. The details of the Nomination and Remuneration Committee Meetings with regard to their dates and attendance of each of the Members are mentioned herein below:

Sr. Name of Directors No.	Date of the Nomination and Remuneration Committee meeting and attendance of Members
	29.06.2021	10.02.2022
1 Mr. Umesh Trikamdas Chandan	Attended	Attended
2 Mr. Mitesh Dilip Sejpal	Attended	Absent
3 Mrs. Bharati Ravindra Chandan	Attended	Attended

d) Stakeholders Relationship Committee - The Stakeholders Relationship Committee consists of Mr. Umesh Trikamdas Chandan as the Chairman of the Committee. The other members of the Stakeholders Relationship Committee are Mr. Parag Sharadchandra Kothari and Mr. Nikhil Sharadchandra Kothari. The details of the Stakeholders Relationship Committee Meetings with regard to their dates and attendance of each of the Members are mentioned herein below:

Sr. No.	Name of Directors	Date of the Stakeholders Relationship Committee meeting and attendance of Members
		29.06.2021
1	Mr. Umesh Trikamdas Chandan	Attended
2	Mr. Parag Sharadchandra Kothari	Attended
3	Mr. Nikhil Sharadchandra Kothari	Attended

24. DIRECTORSRESPONSIBILITY STATEMENT

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

(i) that in the preparation of the Annual Accounts for the year ended 31^st March, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 31^st March, 2022 and of the profit/loss of the Company for the year ended on that date;

(iii) that the Directors 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) the annual accounts have been prepared on a going concern basis;

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

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

25. REPORTING OF FRAUD BY AUDITORS

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 Act and Rules framed thereunder.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the SEBI Listing Regulations, separate meeting of Independent Directors was held on 10^th February, 2022 and the following agenda item were considered at the meeting:

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

b) Review performance of the Chairman, taking into account the views of the Executive Directors and Non - Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

d) The details of the separate meeting of Independent Directors with regard to their date and attendance of each of the Members is mentioned herein below:

Sr. No.	Name of Directors	Date of the Independent Directors meeting and attendance of Members 10.02.2022
1	Mr. Umesh Trikamdas Chandan	Attended
2	Mrs. Bharati Ravindra Chandan	Attended
3	Mr. Mitesh Dilip Sejpal	Absent

27. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) Statutory Auditors report - The observations made in the Auditors Report of M/s. A H J & Associates, Chartered Accountants, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in his Report during the year under review.

b) Secretarial Auditors Report - The Secretarial Auditors Report issued by M/s. KDA & Associates (Formerly Known as M/s. KDT & Associates), Practicing Company Secretaries, for the financial year ended 31^st March, 2022 does not contain any qualification, reservation, adverse remark or disclaimer in their Report. The Secretarial Audit Report in Form MR-3 forms part of this report and is attached as ANNEXURE - II.

c) Cost Audit Report -The Company is not required to conduct a Cost Audit hence there was no Cost Audit Report placed at the Board.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review, the Company has not made any investments, provided any guarantees or security or granted any loans or advances pursuant to Section 186 of the Act.

29. PREVENTION OF SEXUAL HARASSMENT

The Prevention of Sexual Harassment (POSH) at workplace Act is applicable to every workplace, establishment, Company or organization employing 10 or more employees (full time, part time, interns or consultants included) irrespective of its location or nature of industry.

Since the number of total employees in the Company does not exceed 10, the prevention of sexual harassment policy is not applicable to the Company.

30. SAFETY, HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important and integral aspects of the work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. The Company ensures compliances of regulatory requirements under environmental laws.

31. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (Listing Regulations). However, the Company makes constant effort to identify, assess, report and monitor the risk associated with the business of the Company. The policy for risk management is updated in the website of the Company and the weblink of the same is http://www.idoraochem.com/pdf/ policies/Risk%20Manaaement%20Policy.pdf.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act relating to CSR is not applicable to the Company as the Company is incurring losses since previous financial years.

33. PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is annexed as ANNEXURE -III which forms part of this Report.

34. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity capital does not exceed 10 crores and net worth does not exceed 25 crores as on the last day of the previous financial year. Further your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices.

35. AUDITORS

a) Internal Auditor - Your Company had appointed Ms. Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year 2021-2022. She has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before the Audit Committee Meeting and Board of the Directors meeting for their noting and approval.

b) Secretarial Auditor - In compliance with the provisions of Section 204 of the Act and rules framed thereunder, the Board of Directors had appointed M/s. KDA & Associates (Formerly Known as M/s. KDT & Associates), Practicing Company Secretaries for the financial year 2021-2022 to carry out secretarial audit of the Company.

c) Statutory Auditor -

The members of the Company at their meeting held on 27^th September, 2021 appointed M/s. A H J & Associates, Chartered Accountants (FRN : 151685W) as Statutory Auditor of the Company to hold office for a term of 5 (Five) years commencing from conclusion of 47^th Annual General Meeting till the conclusion of 52^nd Annual General Meeting of the Company.

M/s. A H J & Associates, has furnished a certificate of their eligibility and consent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014, for their continuance as the Statutory Auditors of the Company for the FY 2021-22. In terms of the SEBI Listing Regulations the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

As per the provisions of the Act, the Auditors Report on Financial Statements for the year ended 31^st March, 2022 as issued by the Statutory Auditor M/s. A H J & Associates, Chartered Accountants forms part of this Annual Report.

d) Cost auditor - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2022 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

36. INSURANCE

All the assets of the Company are adequately insured.

37. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Act and requirements of Regulation 22 of the SEBI Listing Regulations, your Company has a vigil mechanism as incorporated in the Whistle Blower Policy for Directors and employees to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of your Company and the weblink of the same is http://www.jdorgochem.com/pdf/policies/ Whistle%20Blower%20Policy.pdf

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulations, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31^st March, 2022 is annexed as ANNEXURE - IV, which forms part of this report.

39. BOARD DIVERSITY

Your Company strongly believes having a diverse Board enhances the quality of decisions. Directors from varied background, experience and expertise will assist Company to view larger picture and analyse all aspects of business thereby resulting in better decision making and enhancing the business prospects. In view of the same, your Company has adopted a Board Diversity Policy and it has been displayed on the website of the Company and the weblink of the same is http://www.jdorgochem.com/pdf/ policies/Board%20Diversity%20Policy.pdf

40. GREEN INITIATIVES

Your Directors would like to draw your attention that as per Section 20 of the Act read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time, permits paperless compliances and also service of notice/ documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contributes towards greener environment.

41. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

42. HUMAN RESOURCES

Employees are considered to be one of the most important assets and one of the most critical resources in the business which maximize the effectiveness of the organization. Human resources build the enterprise and create the sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems.

As reported earlier, the possession of the erstwhile Turbhe unit of the Company was taken over by majority of secured creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) on 29^th December, 2006. Subsequently during FY 2007-08 the said Turbhe unit was disposed off by the Secured Creditors and proceeds realized were adjusted by them towards their dues. As regards to the legal matters pertaining to certain workmen of the said Turbhe Unit, pending before various courts and legal forums, there is no material change during the year.

As already informed dues of the workers at Patalganga unit, were settled and paid pursuant to the consent order passed by the Honble High Court of Bombay in October, 2003. However, certain workers filed an appeal against the consent order before the Division bench of the Honble High Court, Bombay, which was dismissed in July, 2005. Thereafter an appeal filed before Honble Supreme Court of India by the aforesaid workmen was subsequently withdrawn by the concerned workers. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour, Panvel, Dist. Raigad. On failure of the conciliation proceedings, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. The Company challenged the order of adjudication passed by Labour Commissioner, before the Division Bench of Honble High Court, Bombay and as per the directions given by the Honble High Court, Bombay the said adjudication before the Industrial Court has been stayed and the matter is pending. As such there is no change in status of matter during the year.

43. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by the Company.

44. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

c) Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

d) Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

f) 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.

45. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued cooperation and support received by the Company.

For and on behalf of the Board

Parag Sharadchandra Kothari

Chairman

DIN:00184852

Place: Mumbai

Date: 30^th May, 2022