jayant agro org Directors report

$ Mr. Mukesh C. Khagram was appointed as Chairman of CSR Committee w.e.f May 30, 2022, in place of Mr. Deepak V Bhimani who resigned and ceased to be chairman of the CSR Committee w.e.f May 30, 2022.

- CSR Policy

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Companys philosophy for describing its responsibility as a corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. weblink of CSR policy is available in Annexure A.

- CSR spent during the Financial Year 2022-23

In accordance with Section 135 of the Act, the required amount to be spent on CSR activities during the year under review was 0.70 crores. The company has spent 0.09 crores in the current financial year. 0.61 crore was utilized from the excess spent of 0.71 crore from the previous financial year. An excess amount of 0.10 crore is available to meet CSR obligation of subsequent financial years.

During the year under review, the Company continued its activities of rural development and promoting education to farmers.

The disclosures as per Rule 8 of Companies Corporate Social Responsibility Policy) Rules, 2014 for the financial year 2022-23 are annexed herewith as Annexure III to this Report in the prescribed format.

20. Auditors:

i) Statutory Auditors

At the 30^th Annual General Meeting held on August 27, 2022, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firms Registration no. 124444W/ W100150) were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

The Company has received written consent and a certificate from M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firms Registration no. 124444W/ W100150) that they satisfy the criteria provided under Section 141 of the Act and that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and are not disqualified from continuing as Statutory Auditor of the Company.

Auditors Report:

The Report given by M/s. T.P. Ostwal & Associates LLP, Statutory Auditors on the financial statement of theCompany for the year 2022-23 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor

The Company has maintained cost records for certain products as specified by the Central Government under Section 148(1) of the Act. Further as per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014 as amended, the Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates (FRN 00294), Cost Accountants, Mumbai to audit the cost accounts of the Company for the financial year from April 1, 2023 to March 31, 2024 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking members ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 31^st Annual General Meeting. The Cost Audit Report in respect of Financial Year 2022-23 will be filed within the due date.

iii) Internal Auditor

Pursuant to the provisions of section 138 of the Act read with the rules made thereunder, M/s. K. C. Mehta & Co., Chartered Accountants, conducted the Internal Audit of the Company for the financial year 2022-23. TheAudit Committee at its meeting held on May 27, 2023 recommended to the Board the appointment of M/s. K. C. Mehta & Co., Chartered Accountants as the Internal Auditor of the Company for financial year 2022-23. The said proposal for appointment of M/s. K. C. Mehta & Co., Chartered Accountants as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder and SEBI (LODR), the Board had appointed M/s. V. V. Chakradeo & Co., Company Secretaries (C.P. No. 1705) to conduct Secretarial Audit of the Company and its material subsidiary for the financial year ended March 31, 2023. Further the Company is also required to obtain Secretarial Compliance Report from Practicing Company Secretary to certify the compliance of provisions of all the SEBI (LODR).

Accordingly, the Secretarial Audit Report of the Company and its material subsidiary Company, Ihsedu Agrochem Private Limited along with the Secretarial Compliance Report, for the Company, for the financial year ended March 31, 2023 was issued by M/s. V. V. Chakradeo & Co., Company Secretaries forms part of this report and is appended as Annexure IV.

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

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further the Board of Directors of the Company has appointment of M/s Dhrumil M. Shah & Co. LLP., Practicing Company Secretaries as the Secretarial Auditor of the Company for financial year 2023-24.

21. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

22. Annual Return:

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.jayantagro.com.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars of the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure V to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the Act and as required under SEBI (LODR), the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy are available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company. Weblink of the same is available at Annexure A.

25. Particulars of Employees

The Company has 382 Employees as on March 31, 2023. In accordance with the provisions of Section 197(12) of the Act read with rules made thereunder, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are available for inspection by any Member and may write to the Company Secretary for the same, up to the date of the 31^st AGM. Any Member interested in obtaining such information may write to the Company Secretary at investors@jayantagro.com and the same will be furnished on such request.

26. Corporate Governance Report:

As per Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Companys Statutory Auditor, M/s. T. Ostwal & Associates LLP, Chartered Accountants, Mumbai M/s. and Certificate V. V. Chakradeo & Co., Company Secretaries., confirming compliance forms an integral part of this report.

27. Business Responsibility and Sustainability Report:

SEBI, vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market and material orderscapitalization) from financial year 2022-2023. The disclosure of BRSR is statutorily not required by your Company for financial year 2022-23. However, as good governance practice your Company has adopted the disclosure of BRSR voluntarily for financial year 2022-2023. As per Regulation 34 read with Schedule V of SEBI Listing Regulations, Business Responsibility and Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective, forms an integral part of this report.

28. Directors Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the reporting period.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of company as on March 31,2023and profitof the the company for the year ended on that date;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls (as required by explanation to section 134 (5)(e) of the Act) be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) 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.

29. Details of significant regulators or courts or tribunals impacting the going concern status and Companys operations in future

There has been no significant by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

30. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Act, the unclaimed / unpaid Equity Share Dividend for F.Y 2014-15 amounting to 1,14,230/-which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of Dividend transfered to Investor Education and Protection Fund is provided on Companys website under the weblink www.jayantagro.com

31. TransferofSharestoInvestorEducationandProtectionFund:

In Accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, During the year under review, the Company had transferred 26,718 equity shares of face value of 5/- each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years.

32. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2023 are as under:-

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Environment, Health and Safety:

Your Company has declared the Environment, Health and Safety days and continued their commitments towards Environment, Health and Safety. The Committee formed for the purpose of Environment, Health and Safety have continued to educate and motivate the employees on various aspects Environment, Health and Safety through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

• Fire Safety week: 14^th April - 20^th April
• Safety week: 4^th March - 10^th March
• Environment Day: 5^th June

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are ISO 45001:2018 certified.

35. Insurance:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc. are properly insured.

36. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Other Disclosures:

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
• The Company has not issued any sweat equity shares to its directors or employees
• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and
• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

38. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli & Dhanora Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Abhay V. Udeshi

Chairman

Place: Mumbai,

Date: May 27, 2023

ANNEXURE I

AOC – 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures ( in Lakhs)

Notes:

1. Names of subsidiaries/associates or joint ventures which are yet to commence operations: Jacaco Private Limited and Jayant Speciality Products Private Limited.
2. Names of subsidiaries/associates or joint ventures which have been liquidated or sold during the year: Nil

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures ( in Lakhs)

Notes:

1. Names of associates or joint ventures which are yet to commence operations: Nil

2. Names of associates or joint ventures which have been liquidated or sold during the year: Nil

For and on behalf of the Board of Directors

Abhay V. Udeshi

Chairman

(DIN No. 00355598)

Hemant V. Udeshi

Managing Director

(DIN No. 00529329)

Vikram V. Udeshi

Chief Financial Officer

Dinesh M. Kapadia

Company Secretary

Place: Mumbai

Date: May 27, 2023

ANNEXURE II

Salient Features of Nomination and Remuneration Policy

The Board vide its resolution passed at their meeting dated 5^th July, 2014 re-constituted the Nomination and Remuneration Committee ("Committee"). The terms of reference for the Committee interalia include the following alongwith detailed terms of reference as mentioned in this policy:

1. recommending to the Board qualifications, positive attributes and criteria for independence of a director;
2. recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and Senior Management;
3. formulating a criteria for evaluation of independent Directors and the Board and carrying out evaluation of every Director s performance;
4. devising a policy on Board diversity;
5. identifying persons qualified to become Directors and be appointed as Senior Management in accordance with the criteria laid down, and recommending to the Board their appointment and removal;
6. The nomination and remuneration committee shall meet at least once in a year; and
7. The quorum for a meeting of the nomination and remuneration committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.

Therefore, in furtherance to the aforementioned terms of reference, the Committee has formulated the Nomination and Remuneration Policy in accordance with Section 178 of the Act. The policy has been placed on the website of the Company viz. www.jayantagro.com.

For and on behalf of the Board of Directors

Abhay V. Udeshi

Chairman

Place: Mumbai,

Date: May 27, 2023

ANNEXURE III

#CSRStart#

Annual Report on CSR Activities

1. A brief outline of the Companys CSR Policy:

The CSR Policy of the Company was approved by the Board of Directors at the Meeting of the Company and has been uploaded on the website of the Company. Broadly the Company has proposed to undertake activities relating to rural development and providing vocational education for the livelihood of the backward class of the society and undertaking such other activities within the purview of the section 135 read with schedule VII of the Act. The Policy of the Company is available on the web link www.jayantagro.com. A write up on the CSR activities and endeavors has been mentioned in the Report on Corporate Governance forming a part of the Board Report.

2. Composition of CSR Committee as on March 31, 2023:

^ Mr. Deepak V. Bhimani ceased to be a Chairman and member of the Committee due to his resignation as Independent Director effective May 30, 2022 and

Mukesh C. Kahgram was appointed as Chairman of CSR Committee w.e.f May 30, 2022.

During the year under review, one CSR Committee Meeting was held on May 30, 2022.

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: www.jayantagro.com

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not applicable

5. (a) Average net profit of the company as per section 135(5):Rs. 34.83 Crores

(b) Two percent of average net profit of the company as per sub-section (5) of section 135: Rs. 0.70 Crores

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years:NIL

(d) Amount required to be set-off for the financial year, if any:Rs. 0.61 Crores

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]:Rs. 0.09 Crores

Annual Report on CSR Activities

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 0.09 Crores

(b) Amount spent in Administrative Overheads: NIL

(c) Amount spent on Impact Assessment, if applicable: Not Applicable

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 0.09 Crores

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amountforsetoff,ifany:

*Note: In accordance with Section 135 of the Act , the required amount to be spent on C SR activities during the year under review was 0.70 crores. The company has spent 0.09 crores in the current financial year. 0.61 crore was utilized from the excess spent of 0.71 crore from the previous financial year. An excess amount of 0.10 crore is available to meet CSR obligation of subsequent financial years.

7. Details of Unspent CSR Amount for the preceeding three financial years: Not applicable

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No If Yes, enter the number of Capital assets created/ acquired: Not Applicable Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Not Applicable

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):

Not Applicable

Mukesh C. Khagram

Chairman of CSR Committee

Hemant V. Udeshi

Managing Director

Place: Mumbai

Date: May 27,2023

#CSREnd#

ANNEXURE IV

FORM NO. MR-3

#SARStart#

SECRETARIAL AUDIT REPORT

For the Financial year ended March 31, 2023

(Pursuant to section 204 (1) of the companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel rules, 2014)

To,

The Members,

Jayant Agro - Organics Limited, Mumbai.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jayant Agro-Organics Limited (hereinafter called the Company). Secretarial audit was conducted in a manner that provided me in a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion the company had during the audit period covering the financial year ended on March 31,2023 complied with the statutory provisions listed hereunder and also that the company has proper board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions as may be applicable to the Company of:

1. The Companies Act, 2013 (Act) and the rules thereunder;
2. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment.
3. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;
4. The Depositories Act, 2018 and the Regulations and Bye-laws framed there under;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-
1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
2. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
3. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
4. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
5. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
6. All applicable Labour Laws
7. Factorys Act 1948
8. The Maharashtra Shop & Establishment Act, 2017 I
9. Environment Protection Act, 1986 and other environmental laws
10. Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rules, 2003
11. Indian Contract Act,1872
12. Income Tax Act,1961 and Indirect Tax Laws

I have also examined compliance with the applicable clauses of the following:

9. Secretarial Standards issued by The Institute of Company Secretaries of India;

(ii) Listing Agreements entered into by the Company with BSE Ltd. and the National Stock Exchange of India Ltd. and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

1. The board of directors of the company is duly constituted with proper balance of executive directors, non-executive directors and independent directors. The changes in composition of the board of directors that took place during the period under review were carried out in compliance with the provisions of the Act.
2. Adequate notice is given to all directors to schedule the board meeting and agenda and detailed notes on agenda were sent in advance and system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for the meaningful participation at the meeting.
3. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I also Report that the during the period under review, pursuant to the direction of the National Company Law Tribunal (NCLT), Mumbai Bench, the Company had conducted the meeting of equity shareholder of the Company on August 27, 2022 through Video Conference/Other Audio Visual Mode for approval of the Scheme of Merger by Absorption between Jayant Finvest Limited and Jayant Agro-Organics Limited (the Scheme). The Meeting was duly conveyed in compliance with the applicable laws and directives of NCLT, and the Scheme was approved by the special resolution as well as by the majority of the public equity shareholders. The Company has filed the petition for sanctioning the Scheme with NCLT, Mumbai Bench.

For V. V. Chakradeo & CO.

V. V. Chakradeo COP: 1705 FCS: 3382

Place: Mumbai

Date: May 27, 2023

UDIN: F003382E000395807

ANNEXURE A

To,

The Members,

Jayant Agro - Organics Limited, Mumbai

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other laws, rules, regulations, norms and standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency effectiveness with which the management has conducted the affairs of the Company.

7. I have reported in my audit report, only those non-compliances, especially in respect of filing of applicable forms/ documents, which in my opinion are material and having major bearing on the financials of the Company.

For V. V. Chakradeo & CO.

V. V. Chakradeo COP: 1705 FCS: 3382

Place: Mumbai

Date: May 27, 2023

UDIN: F003382E000395807

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

For the Financial year ended 31^st March 2023

(Pursuant to section 204 (1) of the companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of managerial Personnel rules, 2014)

To,

The Members,

Ihsedu Agrochem Private Limited,

Mumbai.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ihsedu Agrochem Private Limited (hereinafter called the Company). Secretarial audit was conducted in a manner that provided me in a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion the company had during the audit period covering the financial year ended on March 31,2023 complied with the statutory provisions listed hereunder and also that the company has proper board-processes and compliance mechanism in place to the extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions as may be applicable to the Company of:

1. The Companies Act, 2013 (Act) and the rules thereunder;
2. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;
3. All applicable Labour Laws;
4. Factorys Act 1948;
5. The Maharashtra Shop & Establishment Act, 2017;
6. Environment Protection Act, 1986 and other environmental laws;
7. Hazardous Wastes (Management and Handling) Rules, 1989 and Amendment Rules, 2003;
8. Indian Contract Act,1872;
9. Income Tax Act, 1961 and Indirect Tax Laws.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

I further report that:

1. The board of directors of the company is duly constituted with proper balance of executive directors, non-executive directors and independent directors. The changes in composition of the board of directors that took place during the period under review were carried out in compliance with the provisions of the Act.
2. Adequate notice is given to all directors to schedule the board meeting and agenda and detailed notes on agenda were sent in advance and system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for the meaningful participation at the meeting.
3. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable operative laws, rules, regulations and guidelines.

For V. V. Chakradeo & CO.

V. V. Chakradeo COP: 1705 FCS: 3382

Place: Mumbai

Date: May 18, 2023

UDIN: F003382E000331490

To,

The Members,

Ihsedu Agrochem Private Limited,

Mumbai

My report of even date is to be read along with this letter:

1. Maintenance of secretarial record is responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about correctness of the contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records. I believe that the practices and processes, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, I obtained management representation about the compliance of laws, rules, regulations, norms and standards and happening of events.

5. The compliance of the provisions of the Corporate and other laws, rules, regulations, norms and standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. I have reported in my audit report, only those non compliances, especially in respect of filing of applicable forms/ documents, which in my opinion are material and having major bearing on the financials of the Company.

For V. V. Chakradeo& CO.

V. V. Chakradeo COP: 1705 FCS: 3382

Place: Mumbai Date: May 18, 2023

UDIN: 003382E000331490

#SAREnd#

ANNEXURE V

A. Conservation of Energy

In line with Companys commitment towards conservation of energy, all plants continued with their endeavour to make more efficient use of energy through improved operational and maintenance practices.

The Company is continuously putting efforts to improve Energy Management by way of monitoring energy related parameters on regular basis. The Company is committed to transform energy conservation into a strategic business goal fully along with the sustainable development of Energy Management System. To achieve the above objectives the following measures are undertaken by the Company:

1. In Energy audit suggested points are implemented.
2. Power factor is maintained near unity (at optimum level) and few power capacitors are replaced with efficient power capacitor.
3. Energy efficient LED Lights are installed by replacing conventional lights at plant, street light & office area,
4. Electric Motors are replaced with EFF for better efficiency and Energy saving.
5. Air lines are modified to reduce consumption of Air and reduction in power consumption of air compressor.
6. Old cooling towers were replaced with new Energy efficient Cooling Tower
7. Auto drains traps installed on receivers
8. Hot water tanks insulation strengthens to minimize radiation loss. clean
9. Windmill are efficiently power.
10. The thermal energy is generated by using eco-friendly Castor De-Oiled Cake.
11. Optimum use of high capacity boiler with advanced PLC for catering steam from single source.
12. Installation of energy efficient cooling tower.
13. The Company in its ordinary course of operations undertakes expenses which are in the nature of capital as well as operational on energy conservation equipments.

B. Technology Absorption, Adoption and Innovation and Research & Development (R&D):

Research and technology helps create superior value by harnessing internal research and development skills and competencies and creates innovations in emerging technology domains related to the Companys businesses. Research and technology focuses on

(i) new products, processes and product development to support existing business, create breakthrough technologies for new businesses and upgradation of the quality to maintain leadership position in Castor . industry.

(ii) Benefits derived as a result of the above efforts: -

• New Product introduced for export and local markets
• Cost reduction in existing process.
• Improvements in quality of various products

(iii) Expenditure on R&D: Provided in the notes to accounts

C. Foreign Exchange Earning and Outgo:

Details of Foreign Exchange used and earned are provided in Notes on Financial Statements.

For and on behalf of the Board of Directors

Abhay V. Udeshi

Chairman

Place: Mumbai

Date: May 27, 2023

ANNEXURE VI

Disclosure under section 197 (12) and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) the ratio of the remuneration of each director* to the median remuneration of the employees of the company for the financial year & the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager in the financial year;

* Since the Independent Director are not paid remuneration apart from sitting fees for attending the meetings of the Company, details of only executive directors are incorporated.

For and on behalf of the Board of Directors

Abhay V. Udeshi

Chairman

Place: Mumbai,

Date: May 27, 2023

ANNEXURE A

Weblink of policies/procedures hosted on the website of the Company: