J D Orgochem Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 47th (Forty Seventh) Annual Report on the business and operations of the Company together with the Audited financial statements for the year ended 31st March, 2021.

1. FINANCIAL SUMMARY

The audited financial statements for the financial year ended 31st March, 2021, forming part of this 47th 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:

(Amt in Rs.)

PARTICULARS FY 2020-2021 FY 2019-2020
Revenue from Operations 12,320,000 15,015,000
Other Income 7,459,121 2,201,940
Total Income 19,779,121 17,216,940
Profit/(Loss) before exceptional item, extraordinary item and depreciation (270,735) (3,679,352)
Depreciation (8,249,890) (7,026,685)
Profit/(Loss) before Exceptional Item, Extraordinary Item and Tax (8,520,625) (10,706,036)
Exceptional Item - -
Profit/(Loss) before Tax (8,520,625) (10,706,036)
Tax expense - prior year - 6,94,124
Profit/(Loss) for the year (8,520,625) (11,400,160)
Other comprehensive income/(loss) (359,161) 39,480
Total comprehensive income/(loss) for the year (8,879,786) (11,360,680)
Earnings per share:
- Basic (0.67) (0.86)
- Diluted (0.67) (0.86)

2. DIVIDEND

In view of the loss incurred, the Directors have not recommended any dividend on the equity shares for the Financial Year ended 31st March, 2021.

3. TRANSFER TO RESERVES

In view of the loss incurred for the Financial Year ended 31st March, 2021, 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 123.20 Lakh as against 150.15 Lakh during the previous financial year. The Company incurred Loss before accounting for depreciation, exceptional, extraordinary item and comprehensive income amounting to 2.70 Lakh during the financial year under review as against 36.79 Lakh during the previous financial year. Net loss during the year, before accounting for exceptional item, extraordinary item and Tax and comprehensive income was 85.20 Lakh as against 107.06 Lakh during the previous financial year.

5. SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of your Company as on 31st March, 2021 was 132.50 Lakh 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 2020-2021. There was no change in Share Capital 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 Section134(3)(q) of the Companies Act, 2013 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 other than the impact of COVID-19 on its business operations of the Company detailed in this Report as well as in Notes to the Financial Statements of the Company.

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

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Director 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 Companies Act, 2013 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 _I, 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 31st March, 2021 were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length.

Further your Company had entered into transactions with Jaysynth Dyestu_ (India) Limited, a related party by way of sale/disposal of part of Undertaking being Unit No. A-4/1 comprising of Land and Building (Leasehold Land) situated at Patalganga Industries Area,

MIDC –Patalganga, District - Raigad, Maharashtra – 410220, which could not be carried out pursuant to cancellation of transaction by Jaysynth Dyestu_ (India) Limited due to long term impact on the overall growth prospects. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is annexed as ANNEXURE _II, which forms part of this Report.

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.jdorgochem.com/pdf/policies/Policy%20on%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, Nikhil Sharadchandra Kothari (DIN: 00184152), Non-Executive Director of the Company retires by rotation at the ensuing 47th Annual General Meeting 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 47th ensuing Annual General Meeting. Brief profile of Nikhil Sharadchandra Kothari (DIN: 00184152), has been given in the Notice convening the 47th Annual General Meeting.

The Board of Directors at their meeting held on 11th February, 2021, upon the recommendation of Nomination and Remuneration Committee, approved the appointment of Kantibhai Maganbhai Darji, as Chief Financial Officer of the Company on account of resignation of Narendra Ramanlal Shah and also approved the re-appointment of Suhas Balkrishna Jande (DIN: 08384902) as an Whole-Time Director of your Company for further period of 2 (two) years with effect from 27th March, 2021 to 26th March, 2023, subject to approval by Members at ensuing 47th Annual General Meeting. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice.

Pursuant to expiry of first term, Bharati Ravindra Chandan (DIN: 07263623), re-appointed as Independent Director of the Company for a second term of 5 (Five) consecutive years with effect from 29th September, 2020 upto 28th September, 2025.

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (‘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 Companies Act, 2013 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, pro_ciency 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, Suhas Balkrishna Jande (DIN: 08384902), Whole-Time Director, Kantibhai Maganbhai Darji, Chief Financial Officer and Mayur Kanjibhai Rathod, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on 31st March, 2021.

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 Companies Act, 2013, which has been uploaded on the Companys website and weblink of the same is http://www.jdorgochem. 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,whichhasbeenuploadedontheCompanyswebsiteandweblinkofthesameishttp://www.jdorgochem.com/ pdf/policies/Policy%20for%20determining%20Qualifications,%20positive%20attributes%20and%20Independence%20 of%20a%20director.pdf.

18. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 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 Companies Act, 2013.

19. DEBENTURES AND DEBENTURE TRUSTEE

As on 31st March, 2021, 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 of moratorium 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, which are now falling due in ten quarterly installments along with premium of 50% commencing from 30th June, 2023 to 30th September, 2025,

20. 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.

21. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board- The composition of your Board is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Companys Board comprises of 6 (Six) directors which includes Parag Sharadchandra Kothari, Chairman and Non-Executive Director, Nikhil Sharadchandra Kothari – Non-Executive Director, Bharati Ravindra Chandan – Independent Woman Director, Mitesh Dilip Sejpal - Independent Director, Umesh Trikamdas Chandan – Independent Director and Suhas Balkrishna Jande – Whole-Time Director. During the financial year under review, 6 (Six) 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

Date of the Board meeting and attendance of Directors

14.07.2020 26.08.2020 11.09.2020 10.11.2020 11.02.2021 26.03.2021
No.
1 Parag Sharadchandra Kothari Attended Attended Attended Attended Attended Attended
2 Nikhil Sharadchandra Kothari Attended Attended Attended Attended Attended Attended
3 Suhas Balkrishna Jande Attended Attended Attended Attended Attended Attended
4 Umesh Trikamdas Chandan Attended Attended Attended Attended Attended Attended
5 Mitesh Dilip Sejpal Attended Attended Attended Absent Attended Attended
6 Bharati Ravindra Chandan Attended Absent Attended Attended Attended Attended

b) Audit Committee – A duly constituted Audit Committee consists of majority of Independent Directors with Umesh Trikamdas Chandan, Independent Director as the Chairman of the Committee. The other members of the Audit Committee are Mitesh Dilip Sejpal, Bharati Ravindra Chandan, Independent Directors and 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

Date of the Audit Committee meeting and attendance of Members

No. 14.07.2020 26.08.2020 11.09.2020 10.11.2020 11.02.2021 26.03.2021
1 Umesh Trikamdas Chandan Attended Attended Attended Attended Attended Attended
2 Mitesh Dilip Sejpal Attended Attended Attended Absent Attended Attended
3 Bharati Ravindra Chandan Attended Absent Attended Attended Attended Attended
4 Suhas Balkrishna Jande Attended Attended Attended Attended Attended Attended

c) Nomination and Remuneration Committee – The Nomination and Remuneration Committee consists entirely of Independent Directors with Mitesh Dilip Sejpal as Chairman of the Committee. The other members of the Nomination and Remuneration Committee are Umesh Trikamdas Chandan and 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. No. Name of Directors Date of the Nomination and Remuneration Committee meeting and attendance of Members
15.06.2020 11.02.2021
1 Umesh Trikamdas Chandan Attended Attended
2 Mitesh Dilip Sejpal Attended Attended
3 Bharati Ravindra Chandan Attended Attended

d) Stakeholders Relationship Committee – The Stakeholders Relationship Committee consists of Umesh Trikamdas Chandan as Chairman of the Committee. The other members of the Stakeholders Relationship Committee are Parag Sharadchandra Kothari and 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

14.07.2020 11.02.2021
1 Umesh Trikamdas Chandan Attended Attended
2 Parag Sharadchandra Kothari Attended Attended
3 Nikhil Sharadchandra Kothari Attended Attended

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013 ("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 31st March, 2021, 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 31st March, 2021 and of the profit 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 Companies Act, 2013 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.

23. 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.

24. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Secretarial Standards, Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate meeting of independent directors was held on 11th February, 2021 and considered the following agenda 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.

25. 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 Chhogmal & Co., 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 – During the year under review, M/s. KDT & Associates, Company Secretaries carried out the secretarial audit and signed the Report. The report of Secretarial Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The Secretarial Audit Report in Form MR-3 is annexed as ANNEXURE -III, which forms part of this Report.

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.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of this annual report.

27. PREVENTION OF SEXUAL HARASSMENT

Your Company believes that all employees have the right to be treated with dignity and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and matters connected or incidental thereto.

Further in compliance of the aforesaid Act, Company has also set up an Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

Number of complaints pending at the beginning of the financial year ended 31st March, 2021 NIL
Number of complaints received during the financial year ended 31st March, 2021 NIL
Number of complaints disposed off during the financial year ended 31st March, 2021 NIL
Number of complaints pending at the end of the financial year ended 31st March, 2021 NIL
Number of workshops conducted during the financial year ended 31st March, 2021 1

The Company has also uploaded the Policy on Prevention of Sexual harassment at workplace on the website of the Company and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Policy%20on%20Sexual%20Harassment%20of%20 Employee.pdf.

28. 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.

29. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. 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.jdorgochem.com/pdf/policies/Risk%20Management%20Policy.pdf.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to CSR is not applicable to the Company as the Company is incurring losses since previous financial years.

31. PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Companies Act, 2013 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 _IV, which forms part of this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is maintained as separate Annexure and forms an intergral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, on all days (excluding Saturdays and Sundays) between 11:00 a.m. to 1:00 p.m. upto the date of the 47thAnnual General Meeting.

32. 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.

33. AUDITORS

a) Internal Auditor - Your Company had appointed Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year 2020 -2021. 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 Companies Act, 2013 and rules framed thereunder, the Board of Directors had appointed M/s. KDT & Associates, Company Secretaries for the financial year 2020-2021 to carry out secretarial audit of the Company.

c) Statutory Auditor – Hiren C. Sanghavi of M/s. Hiren C. Sanghavi & Associates, Chartered Accountant (FRN: 112057W), who were appointed as the Statutory Auditor of the Company at the 43rd Annual General Meeting have tendered their resignation vide letter dated 18th August, 2020 due to prevailing COVID-19 pandemic situation resulting in pressure on work resources and health related responsibilities. The Board of Directors at their meeting held on 26th August, 2020 appointed M/s. Chhogmal & Co., Chartered Accountants (FRN : 101826W) as Statutory Auditor, to fill the casual vacancy caused due to the resignation of M/s. Hiren C. Sanghavi & Associates, Chartered Accountant w.e.f. 26th August, 2020 to the conclusion of 46th Annual General Meeting, subject to the approval of members of the Company.

M/s. Chhogmal & Co., Chartered Accountants (FRN: 101826W), were also appointed as the Statutory Auditors of the Company at its 46th Annual General Meeting to conduct audit for Financial Year 2020-21 and to hold office till the conclusion of 47th Annual General Meeting.

The Board of Directors at their meeting held on 29th June, 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 47th Annual General Meeting till the conclusion 52nd Annual General Meeting of the Company, subject to the approval of members.

M/s. A H J & Associates, Chartered Accountants, are eligible for appointment and have confirmed that their appointment, if approved, will be in compliance with Section 141 of the Companies Act, 2013 and other applicable provisions.

As per the provisions of the Companies Act, 2013, the Auditors Report on Financial Statements for the year ended 31st March, 2021 as issued by the Statutory Auditor M/s. Chhogmal & Co., 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 31st March, 2021 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

34. INSURANCE

All the assets of the Company are adequately insured.

35. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a vigil mechanism which has been 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 36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 31st March, 2021 is annexed as ANNEXURE _V, which forms part of this Report.

37. 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

38. GREEN INITIATIVES

Your Directors would like to draw your attention that as per Section 20 of the Companies Act, 2013 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.

39. 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.

40. 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 29th 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.

Dues of the workers at Patalganga unit, as already informed, 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.

41. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

42. 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.

43. 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
Place: Mumbai Chairman
Date: 29th June, 2021 DIN: 00184852