Neochem Bio Solutions Ltd Directors Report

17. MAINTENANCE OF COST RECORDS:

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

18. INDUSTRIAL RELATIONS:

The Company has maintained cordial relations with the employees of the Company throughout the year. The Directors wishes to place on record sincere appreciation for the services rendered by the employees of the Company during the year.

20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the year under review, the Board met 8 (Eight) times. Proper notices were given and the proceedings were properly recorded and signed in the Minutes book as required by the Articles of Association of the Company and the Companies Act, 2013.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of this report.

Your Directors regret to inform you about the demise of Mr. Rameshbhai Chimanbhai Dathia on 17^th August, 2023. The invaluable services and guidance rendered by him to the Company will be greatly missed.

The composition of the Board of Directors at the end of financial year were as under:

a. Swapnil Rameshbhai Dathia - Director

b. Rameshbhai Chimanlal Dathia - Director

c. Hemangini Swapnil Dathia - Director

d. Dinesh Chopra- Director

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Companys existence are very minimal.

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 [1] of the Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social Responsibility.

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meeting of Board and its powers) Rules, 2013 is not applicable to the Company.

The provisions of Section 178 (1) of the Companies Act, 2013 relating to constitution of Nomination & Remuneration Committee are not applicable to the Company. Hence the Company has not devised any policy relating to appointment of Directors, Payment of Managerial Remuneration, Directors Qualification, Positive Attributes, Independence of Directors, and other related matters as provided under Section 178 (3) of the Companies Act, 2013

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit function is defined in the Internal Audit Manual. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. The Internal Audit also includes both physical as well as online transaction audit. Based on the report of internal

audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Board.

The Company is the Holding company of Protek Korchem Private Limited and hence the Company has filled petition with Honble Regional Director (Honble RD), North Western Region for approval of the scheme of amalgamation of Neochem Technologies Private Limited (NTPL) ("Transferor Company") with and into Protek Korchem Private Limited (PKPL) ("Transferee Company") and their respective Shareholders and Creditors under Section 233 of the Companies Act, 2013. During the Year, Honble RD has sanctioned the scheme of amalgamation of Transferor Company with and into Transferee Company vide its order dated September 28, 2022. The Appointed Date of the scheme as approved by Honble RD was 01/04/2021. The Company has filed the order of Honble RD with the Registrar of Companies, Ahmedabad (ROC) on September 28, 2022 which was consequently approved by ROC, therefore, the said Scheme became effective from the Appointed Date i.e 01/04/2021. As the Transferee Company owns 100% equity shares of the Transferor Company, upon Scheme becoming effective, the equity shares held by the Transferee Company in the Transferor Company get cancelled and in lieu thereof, there is no allotment of equity shares in the Transferee Company

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

The name of the company which is the subsidiary of the Company during the year under review is provided below:

As per the provisions of Section 129 of the Act, read with Rule 5 of Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Associate Companies in Form AOC-1 is annexed to this Boards Report as Annexure-B.

The Company does not have any other Subsidiary and Joint Venture Company during the year under review.

In terms of Section 134 (5} of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on a going concern basis and

v. 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.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review there were no complaints or cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

31. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH REASONS THEREOF:

It is not applicable during the year under review.

Your Directors wish to thank the investors, companys Bankers & the statutory authorities for the consistent support received from them throughout the year.