jaysynth dyestuf Directors report

To,

The Members,

Your Directors have pleasure in presenting their 38^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2023.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated Financial highlights of your Company for the Financial year ended 31^st March, 2023 are summarized below:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue From Operations	14,011.20	16,257.74	14,003.73	16,230.52
Other Income	155.83	102.80	58.32	151.52
TOTAL REVENUE	14,167.03	16,360.54	14,062.05	16,382.04
Depreciation	194.90	193.02	195.07	193.21
Other Expenses	13,237.96	15,142.52	13,199.41	15,159.60
PROFIT BEFORE TAX	734.17	1,025.00	667.57	1,029.23
Current Tax	169.00	292.00	169.00	296.23
Deferred Tax	(15.40)	(4.05)	1.03	3.85
Tax Expenses related to prior year	15.22	14.62	10.89	14.62
PROFIT FOR THE YEAR	565.35	722.43	486.65	714.53
Other Comprehensive Income (Net)	(22.90)	32.49	(27.48)	28.29
Total Comprehensive Income for the year	542.45	754.92	459.17	742.82

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 0.25 paise i.e.25% per equity share of the Company having face value of

1/- each for the Financial year 2022-23, subject to the approval of the Members at the 38 ^th Annual General Meeting ("AGM").

Dividend for the Financial year 2022-23 lead to cash out_flow of 21.72 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as bene_cial owners as on Record Date i.e. Friday, 08^th September, 2023 and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 (Seven) consecutive years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") Authority.

Further, all the shares in respect of which dividend has remained unclaimed/unpaid for 7 (Seven) consecutive years or more from the date of transfer to Unpaid Dividend Account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a speci_c order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. The details of unclaimed/unpaid dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website i.e. www.jaysynth.com.

In light of the aforesaid provisions, the Company has during the year under review, transferred to IEPF Authority the unclaimed/unpaid dividends of the Company outstanding for 7 (Seven) consecutive years. Further, shares of the Company, in respect of which dividend has not been claimed for 7 (Seven) consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.

The details of unclaimed/unpaid dividends and shares transferred to IEPF Authority during Financial year 2022-2023 are as follows:

Financial Year	Amount of Unclaimed/ Unpaid Dividend transferred (Amt in )	Number of Shares transferred
2014-2015	23,821.40	5,725

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website: www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with requisite documents enumerated in Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/Claimants can _le only one consolidated claim in a Financial year as per the IEPF Rules.

The following table gives information relating to various outstanding dividends and the dates by which these can be claimed by the shareholders from the Companys Registrar and Transfer Agent:

Financial Year	Date of Declaration of Dividend	Last date for claiming unpaid/ unclaimed dividend
2015-16	31st August, 2016	06th October, 2023
2016-17	29th August, 2017	04th October, 2024
2017-18	11th September, 2018	16th October, 2025
2018-19	18th September, 2019	23rd October, 2026
2019-20	29th September, 2020	03rd November, 2027
2020-21	17th September, 2021	22nd October, 2028
2021-22	26th August, 2022	01st October, 2029

4. NATIONAL ELECTRONIC CLEARING SYSTEM FOR DIVIDEND

To avoid risk of loss/interception of dividend warrants in postal transit and/or fraudulent encashment, members are requested to avail of the National Electronic Clearing System facility for encashing dividend directly to their respective bank account. This also ensures faster and safe credit of dividend. Members holding shares in dematerialized form may note that the Bank Account Mandate registered against their respective Depository Participants will be used by the Company for payment of Dividend. Members who wish to change their Bank Account Mandate may advise their Depository Participants about such change. The Company or Registrar and Transfer Agent cannot act on any direct request from such members for change/deletion of such bank particulars.

Members holding shares in physical form are requested to send their National Electronic Clearing System (NECS) Mandate Form in the format available at the Companys website at www.jaysynth.com duly filled and thereafter send it to the Registrar and Transfer Agent of the Company i.e. Link Intime India Private Limited. In order to provide protection against fraudulent encashment of dividend warrants, members holding shares in physical form are requested to intimate the Company under the signature of the sole/_rst joint holder, the following information which will be used by the Company for dividend payments: i. Name of Sole / First joint holder and Folio No. ii. Particulars of Bank account viz:

• Name of the Bank.

• Name of the Branch.

• Bank account number allotted by the Bank.

• Nine digits MICR code of the Bank.

• Account type, whether Savings bank account (SB) or Current account (CA).

• Complete address of the Bank with Pin Code Number.

• Cancelled cheque leaf of the aforesaid Bank Account.

5. TRANSFER TO RESERVES

Your Company has transferred during the Financial year ended 31^st March, 2023, an amount of 50.00 Lakhs as against 50.00 Lakhs in the previous Financial year ended 31^st March, 2022 to the General Reserves out of the Profit available for appropriation.

6. STATE OF COMPANYS AFFAIRS

The long-term growth prospects of the Indian economy being positive, the end user industries for the Companys product comprising textile, paint, coating, plastic, paper etc are also expected to grow. Increasing global population and rising disposable income of consumers in developed and developing countries is expected to fuel the demand for high quality clothing, ultimately boosting demand for colorants. Most of the advanced countries are imposing new and more stringent ecological norms which can restrict the exporters capability to grow, as complying with ecological norms is too expensive. The stringent environmental regulations & increase in cost of raw materials due to increase in Crude oil prices may hamper the growth of the Company. In addition to Pigment powder, the Company has started o_ering range of pigment dispersion products to customers in existing and new markets. Revenue from operations for the year were lower compared to previous year largely due to impact on exports, which can be attributed to ongoing war situation in Ukraine. Also the net Profit for the year was impacted due to lower sales and lower operating margins due to increase in employee cost and other expenses. During the year under review, the Company achieved sales turnover of 13,817.15 Lakhs as compared to 15,929.21 Lakhs during the previous year and Profit before tax was

734.17 Lakhs as against 1025.00 Lakhs during previous year

7. REVIEW OF PERFORMANCE a) Standalone: For the Financial year ended 31^st March, 2023, Revenue from Operations amounted to 14,011.20 Lakhs as against

16,257.74 Lakhs in the previous Financial year ended 31^st March, 2022. Net Profit after tax for the year under the review amounted to 565.35 Lakhs as against 722.43 Lakhs in the previous Financial year ended 31^st March, 2022. b) Consolidated: For the Financial year ended 31^st March, 2023, Revenue from Operations amounted to 14,003.73 Lakhs as against 16,230.52 Lakhs in the previous Financial year ended 31^st March, 2022. Net Profit after tax for the year under the review amounted to 486.65 Lakhs as against 714.53 Lakhs in the previous Financial year ended 31^st March, 2022.

8. SHARE CAPITAL

The paid up equity share capital as on Financial year ended 31^st March, 2023 was 86,89,700 (Eighty Six Lakhs Eighty Nine Thousand Seven Hundred) Equity Shares having face value of 1/- each amounting to 86,89,700/- (Rupees Eighty Six Lakhs Eighty Nine Thousand Seven Hundred only). During the Financial year under the review the Company has not issued any shares.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and Jaysynth (Europe) Limited, Wholly Owned Subsidiary prepared in accordance with Indian Accounting Standards noti_ed under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS), form part of the Annual Report and are re_ected in the Consolidated Financial Statements of the Company. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary and related detailed information will be kept at the Registered O_ce of the Company and will be available for inspection during business hours. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary are displayed on the website of the Company at www.jaysynth.com.

10. CHANGE IN THE NATURE OF THE BUSINESS

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

11. 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 provisions 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 were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Companys operations in future.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and e_cient 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. There are control processes both manual and computerised, wherein transactions are approved and recorded. Review and control mechanisms are built in to ensure that such control systems are adequate and operating e_ectively.

Your Company has an adequate internal control system in accordance to the size of the Company and nature of business for the sale of goods and services. Your Company has in place an established Internal Audit Department who performs a check on timely basis on various aspects and activities of the Company. Further an Independent Internal Auditor, who is a quali_ed Chartered Accountant, reviews the internal control systems on a regular basis for its e_ectiveness 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.

13. 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 a_ecting the Financial position of the Company which have occurred between the end of the Financial year and the date of this Report.

14. COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of the Company has approved the Composite Scheme of Arrangement amongst the three companies being the Company (Transferor Company 1), Jaysynth Impex Private Limited (Transferor Company 2) and JD Orgochem Limited (Transferee Company) and their respective shareholders and creditors, under Section 230 and 232 and other applicable provisions of the Act. The Scheme provides for absorption of Transferor Companies with and into Transferee Company (with effect from Appointed date 01^st April, 2023) and in consideration thereof, the Transferee Company shall issue equity shares and preference shares to the shareholders of Transferor Company 1 and Transferor Company 2 respectively. Upon sanction and implementation of the Scheme, the merged entity will be able to tap into new business opportunities thereby unlocking growth opportunities and achieve economies of scale for better operational e_ciency.

15. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF 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 Obligations and Disclosure Requirements) Regulations, 2015 ("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 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. A structured questionnaire was prepared after taking into consideration inputs received from all the Directors, setting out parameters of evaluation and considering the Policy for determining qualifications, positive attributes and Independence of Director. 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. Board/ Committee structure and composition, frequency of Board Meetings, participation of Directors in the meeting, execution and performance of speci_c 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.

16. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per the requirements of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this report and is attached as ANNEXURE – I.

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

As per Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on a Standalone basis. Further, during the Financial year under the review, no Company has become or ceased to be subsidiary, joint venture or associate of your Company.

Your Company has one Wholly Owned Subsidiary named Jaysynth (Europe) Limited, incorporated in United Kingdom, with an object to supply and meet the demands of United Kingdom and countries in European Union.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 , a statement containing salient features of the Financial statements of your Company‘s Wholly Owned Subsidiary in Form AOC – 1 is attached to the Consolidated Financial Statements.

18. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Revenue from operations of Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the Financial year ended 31^st March, 2023 was ?. 19,87,262 as compared to ?. 29,36,742 in the previous Financial year ended 31^st March, 2022. Net Loss after tax and comprehensive income for the Financial year ended 31^st March, 2023 was ?. 26,035 as against Net Profit after tax and comprehensive income was ?. 16,265 in the previous Financial year ended 31^st March, 2022.

19. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial year under review 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. There were no materially significant Related Party Transactions made by the Company during the Financial year under review that would require members approval under the SEBI Listing Regulations hence disclosure under Form AOC-2 is not applicable as required under the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

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 con_ict with interest of the Company at large except as stated in the Financial Statements. The Company has adopted a related party transaction Policy approved by the Board and is displayed on the Companys website at http://www.jaysynth.com/Disclosureofregulations.html 20. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Act and Article 100 of the Articles of Association of the Company, Jyoti Nirav Kothari (DIN: 07143429), Non-Executive Director of the Company retires by rotation at the ensuing 38^th AGM, being eligible o_ers herself for re-appointment.

21. 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.

22. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return for the year ended 31^st March, 2023 on its website at http://www.jaysynth.com/Disclosureofregulations.html 23. POLICY ON REMUNERATION FOR THE 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://jaysynth.com/policies.html.

24. MEETINGS OF THE BOARD AND THEIR COMMITTEES a) Board – During the Financial year ended 31^st March, 2023, Board of your Company met 5 (Five) times i.e on 30^th May, 2022, 10^th August, 2022, 10^th November, 2022, 24^th January, 2023 and 13^th February, 2023. The composition of your Board is in compliance with the provisions of the Act and the SEBI Listing Regulations. The Board comprises of 7 (Seven) Directors viz; Parag Sharadchandra Kothari, Chairman and Managing Director, Bhavesh Virsen Panjuani – Non-Executive Independent Director, Jyoti Nirav Kothari – Non-Executive Director, Kulinkant Nathubhai Manek – Non-Executive Independent Director, Nikhil Sharadchandra Kothari – Non-Executive Director, Prakash Mahadeo Kale – Non-Executive Independent Director and Rajendra Maganlal Desai – Non-Executive Independent Director.

b) Audit Committee – Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Bhavesh Virsen Panjuani – Non-Executive Independent Director, Kulinkant Nathubhai Manek – Non-Executive Independent Director, Parag Sharadchandra Kothari – Chairman and Managing Director and Rajendra Maganlal Desai - Non-Executive Independent Director. c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is the Chairman of the Committee. The other members include Kulinkant Nathubhai Manek – Non-Executive Independent Director and Prakash Mahadeo Kale - Non-Executive Independent Director. d) Stakeholders Relationship Committee – Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Nikhil Sharadchandra Kothari – Non-Executive Director and Parag Sharadchandra Kothari - Chairman and Managing Director. e) Corporate Social Responsibility Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Parag Sharadchandra Kothari – Chairman and Managing Director and Rajendra Maganlal Desai – Non-Executive Independent Director.

Pursuant to the provisions of Section 135(9) of the Act the constitution of Corporate Social Responsibility Committee is no longer applicable to the Company. In view of the same the Corporate Social Responsibility Committee of the Company shall be dissolved with effect from 01^st June, 2022.

The terms of reference of all the Committees, details of meetings of the Committees and attendance of the Directors during the Financial year ended 31^st March, 2023 are set out in the Corporate Governance Report, forms part of this Report and is attached as

ANNEXURE – V.

25. DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Act, the Board of Directors of your Company, to the best of their knowledge and ability, con_rm that: a) In the preparation of the Annual Financial Statements for the Financial year ended 31^st March, 2023, the Indian Accounting Standards (Ind AS), the provisions of the Act as applicable and guidelines issued by the SEBI Listing Regulations have been followed alongwith proper explanations relating to material departures if any; b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company at the end of the Financial year and of the Profit and loss of the Company for that period; c) They have taken proper and su_cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d) They have prepared the Annual Financial Statements on a going concern basis; e) They have laid down internal Financial controls to be followed by your Company and that such internal Financial controls are adequate and are operating e_ectively; f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e_ectively.

26. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the Financial year ended 31^st March, 2023.

27. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of your Company have furnished requisite declaration that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Quali_cation 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 quali_cations.

28. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the applicable provisions of the Secretarial Standards, the Act and the SEBI Listing Regulations, Separate Meeting of Independent Directors was held on 24^th January, 2023 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 the performance of the Chairman, taking into account the views of the Non-Executive Directors; c) Assess the quality, quantity and timelines of _ow of information between the Companys management and the Board that is necessary for the Board to e_ectively and reasonably perform their duties.

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

The Company has in place the policy for determining the quali_cations, positive attributes and independence of a Director, which has been uploaded on the Companys website and weblink of the same is http://jaysynth.com/policies.html.

30. 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. AHJ & Associates, Chartered Accountants read together with relevant notes thereon, are self explanatory and hence do not call for any comments. There is no quali_cation, reservation, adverse remark or disclaimer by the Statutory Auditor in his report. b) Secretarial Auditors Report – The Secretarial Auditors Report issued by M/s. KDA & Associates, Practicing Company Secretaries, for the Financial year ended 31^st March, 2023 does not contain any quali_cation, 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 - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the Financial year ended 31^st March, 2023 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

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

Details of investments made by the Company pursuant to Section 186 of the Act have been disclosed in the Financial statements forming part of this Annual Report.

Further during the year under review, the Company has not granted any loans or provided any guarantees under Section 186 of the Act.

32. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place Policy on prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or 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 2022-23.	NIL
Number of Complaints received during the Financial year 2022-23.	NIL
Number of Complaints disposed o_ during the Financial year 2022-23.	NIL
Number of Complaints pending at the end of the Financial year 2022-23.	NIL
Number of workshops conducted during the Financial year 2022-23.	01

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/policies.html.

33. 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 ful_lling 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. Company ensures compliances of regulatory requirements under environmental laws.

34. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is also displayed on the website of the Company and the weblink of the same is http://jaysynth.com/policies.html.

Your Company also takes adequate steps wherever required to minimise the risks involved in the business. Further in the opinion of the Board, during the Financial year ended 31^st March, 2023, your Board has not noticed any elements of risks which may threaten the existence of the Company.

35. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in the ideology of giving back to the society which helps it to generate revenues. In view of the same Corporate Social Responsibility (CSR) activities were directed by the Company towards promotion of education and caring elderly bedridden senior citizens.

For the Financial year ended 31^st March, 2023, your Company has contributed 13.05 Lakhs towards CSR activities in accordance with the provisions of the Act.

Detailed disclosure in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this report and is attached as ANNEXURE – III.

36. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, forms part of this report and is attached as ANNEXURE – IV.

37. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI Listing Regulations. Report on Corporate Governance alongwith the Certi_cate from Auditor on compliance of conditions of Corporate Governance and the Certi_cate from Practicing Company Secretaries on Non-disquali_cation of Directors, forms part of this report and is attached as ANNEXURE – V. A declaration signed by the Chairman and Managing Director in regards to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

38. 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 ended 31^st March, 2023. She has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before for the Audit Committee Meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Your Company had appointed M/s. KDA & Associates, Practicing Company Secretaries, as a Secretarial Auditor for the Financial year ended 31^st March, 2023 to carry out the secretarial audit of the Company.

c) Statutory Auditor – During the year, your Company had appointed M/s. AHJ & 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 36^th Annual General Meeting till the conclusion of 41^st Annual General Meeting of the Company.

As per the provisions of the Act, the Auditors Report on Financial Statements for the year ended 31^st March 2023 as issued by the Statutory Auditor M/s. AHJ & 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, 2023 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

39. INSURANCE

All the assets of the Company are adequately insured.

40. VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act and requirements of Regulation 22 of the SEBI Listing Regulations, your Company has in place proper Vigil Mechanism incorporated in Whistle Blower Policy for Directors and Employees to report genuine concerns which encourages its employees who have concerns about suspected fraud or misconduct to come forward and express their concerns without inhibition of unfair treatment.

Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policies. The Audit Committee of the Company oversees the vigil mechanism. The Whistle Blower Policy is displayed on the website of the Company and the weblink of the same is http://www.jaysynth.com/Disclosureofregulations.html

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) and Schedule V of the SEBI Listing Regulations, it is required to annexe 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, 2023 forms part of this report and is attached as ANNEXURE-VI.

42. BOARD DIVERSITY

Your Company strongly believes having a diverse Board that enhances the quality of decisions. Directors from varied background, experience and expertise will assist the 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 weblink of the same is http://jaysynth.com/policies.html. 43. GREEN INITIATIVES

Your company has introduced eco-friendly pigment inks for digital printing on textiles and other substrates. The application process of these inks eliminates discharge of water in the ink _xation process and enables textile industry to meet ESG (Environmental, Social, Governance) compliance goals.

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 which 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 contribute towards greener environment.

44. DISCLOSURE OF ACCOUNTING TREATMENT

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

45. HUMAN RESOURCES

Employees are considered to be one of the most important assets and critical resources in the business which maximize the e_ectiveness of the Company. Human resources build the enterprise and create a sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. The Company makes continuous and consistent e_orts to attract and retain best talent in the industry as employees are indispensable factor for growth of the Company.

46. SECRETARIAL STANDARDS OF ICSI

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.

47. 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 di_erential 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 di_erence 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.

48. ACKNOWLEDGEMENT AND APPRECIATION

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

For and on behalf of the Board of Directors

	Parag Sharadchandra Kothari
Place: Mumbai	Chairman and Managing Director
Date: 10th August, 2023	DIN: 00184852