sumitomo chemical india ltd share price Management discussions

1. ECONOMY AND CROP PROTECTION INDUSTRY STRUCTURE & DEVELOPMENTS:

Global economy is struggling with inflationary pressure and impact of continued geopolitical conflict between Russia and Ukraine. Geopolitical tension between China and Taiwan and unstable Covid-19 situation in China continue to cause worry. A series of interest rate hikes by the US Federal Reserve to curb inflation - emulated by central banks of all other nations - has led to slowdown of global economic growth. Indian economy has shown remarkable resilience in the face of global economic slowdown and has emerged as the fastest-growing major economy in the world.

Agriculture sector is a major pillar of the Indian economy. It provides employment to about 50% of the employed workforce and accounts for about 15% of the GDP. Agriculture is immensely important for India. Concerns of food security for the country with the largest and still growing population need not be overemphasised. Fortunes of agrochemicals industry, including the crop protection industry, are closely knit and interwoven with the agriculture sector.

The Indian crop protection industry (hereinafter referred to as Rs the agrochemicals industry/industryRs ) is highly diverse. It has players who are small and medium in size, dealing in generic off-patent molecules. It has players who are large multinationals with high- priced new generation and patented molecules. The industry has players who manufacture only technical grade pesticides. A large number of small players is pure formulator. The industry also has some players who produce both - technical grade pesticides and formulations. There is an ancillary segment which manufactures intermediates for technical grade pesticides.

India is the fourth largest producer of agrochemicals in the world - after the USA, Japan and China. The Indian agrochemicals industry was valued at around US$ 5.72 Billion in the year 2020-21, almost equally accounted for by domestic consumption (approximately US$ 2.72 Billion) and exports (approximately US$ 3.00 Billion). It is expected to at CAGR of 8-10% till 2025. The Indian industry has two major advantages - relatively low manufacturing costs and the ability and expertise in efficient handling of toxic and hazardous products and processes. India has emerged as a large exporter of crop protection products. Availability of technically trained manpower, seasonal domestic demand and production capacities for generics, built to cater to overseas markets, are the other reasons for strong exports. India has been attracting multinationals due to good domestic growth opportunities. Domestic segment has been witnessing a steady increase in market acceptance of new generation molecules.

The Indian agrochemicals market is driven by the countryRs s rising population, which needs increased food production. The demand for food products is increasing, whereas the landmass available for farming is gradually decreasing due to increasing urbanisation. This is providing an impetus for the farmers to use efficient and safe agrochemicals to increase crop productivity and protect soil health. Increasing demand for more nutritious food and fruits and vegetables is giving rise to demand for better and different crop protection solutions.

As per a Government of India publication, the total area under cultivation in India in 2020-21 was 188.595 Million hectares, out of which 147.349 Million hectares was covered by chemical and bio-pesticides. However, a large part of the cultivated land area is un-irrigated and entirely monsoon dependent. Additionally, small land holdings and continued fragmentation of land holdings affect economies of scale, and come in the way of adoption of farm mechanisation and advanced cultivation techniques.

R&D for developing new molecules requires high investments in terms of capital, efforts and time. Active ingredients, that are scheduled to lose global patent protection in the next few years, offer good growth and expansion opportunity for the domestic industry.

New product launches, mergers and acquisitions, partnerships and collaborations and manufacturing expansion are the major strategies adopted by the leading industry players. They also focus on investment in innovations to increase market share. With new product launches, industryRs s growth is expected to continue in the coming years. Of late, there has been focus on Rs Natural FarmingRs with a view to minimise the use of synthetic chemicals in farming. This, however, is unlikely to have significant impact on the agrochemicals industry in the near future.

Government has been taking several initiatives for boosting farm sector growth. Some of the ambitious steps taken by the Indian Government to revive the role of agriculture in the growth of the Indian economy, including increasing MSPs, launch of eNAM portal and direct benefit transfer via PM Kisan Samman Nidhi, have created a robust foundation to enhance farmersRs income and encourage wider adoption of high quality agri-inputs. The Government has also taken steps in

the areas of soil health and crop insurance. In the recent budget, large fund-allocation has been made for this sector. Decent MSP (minimum support price) for major agriculture produces also aims at improving farmersRs economic conditions. All these augers well for farming sector and agri-input businesses. Concerns relating to food security, public policy for maintaining buffer food-grain storage to alleviate food shortage and food inflation situations also boost agriculture. Supply of free ration to the Rs subpoverty-lineRs population, which began during Covid-19 pandemic period, has since been extended till 2023 and also calls for maintaining and increasing food- grain production.

Lately, the industry is moving towards safe and environment-friendly products, promoting sustainable agricultural practices.

The Company is one of the leading players which have a balanced portfolio of technical as well as formulation products along with backward integration for some molecules. The Company has strong portfolio of generics as well as specialty products and a strong marketing network and counts as a leading Indian crop protection company. The Company is one of the few entities who have both chemical and biological products in its portfolio. The Company also has plant and crop growth regulators and nutrients in its product basket.

The Company has presence in all the product segments - insecticides, weedicides, fungicides, fumigants and rodenticides, plant growth nutrition products, bio-rationals and plant growth regulators. The Company is engaged in domestic marketing of proprietary products of its Japanese parent - Sumitomo Chemical Company Limited - in agrochemicals, animal nutrition and environment health business segments.

The Company continues to identify and introduce environment friendly products which support farm eco-systems, enhance yield and improve quality of farm produce, and at the same time maintain soil fertility in a sustainable manner. The Company undertakes extensive work at the grassroots level to showcase long-term benefits of these products and sustainable cultivation practices in order to encourage the farmers to adopt new concepts.

The Company is also into environment health and animal nutrition businesses - currently these are comparatively small businesses. The CompanyRs s environment health business segment, catering to household insecticides players in the country, is expected to grow at over 10% in the coming years. The growth of household insecticides market is driven by increasing awareness about health and hygiene, growing incidences of insect-borne diseases like malaria and dengue, growing demand for professional pest control and Rs Swachh BharatRs initiative of the Government of India. The animal nutrition business segment caters to the countryRs s animal feed market, also has good growth potential.

2. RISKS, THREATS AND CONCERNS:

With increasing fragmentation of farmland holdings, there is a need to improve productivity of small and marginal farmers through education, training, skill development and technology. There is need to focus on crop diversification - the existing cropping pattern is skewed towards cultivation of sugarcane, paddy and wheat, which has led to depletion of fresh groundwater resources at an alarming rate in many parts of the country. Crop diversification will promote sustainable agriculture and higher income for the farmers. Cultivation of oilseeds, pulses and horticulture needs to be given priority by addressing the core issues of irrigation, investment, credit and markets. Minimum support price (MSP) for crops like wheat, rice, soybean and cotton distort cropping pattern. Farmers tend to play safe by cultivating these products and completely ignoring market demand for other produces including vegetables and pulses. While the Central Government and few state governments are systematically encouraging crop diversification, there is also a need for coordinated simultaneous action from the state governments to facilitate the shift to high value and low water-consuming crops, especially fruits and vegetables which are gaining market share. This will go a long way in realising the objective of doubling farmersRs income in a sustainable manner.

Increasing cost of agri-inputs and farm labour and low awareness and adoption of technology pose crucial challenges to the Indian farmers, apart from inevitable seasonal threats, like pest attack, uncertain monsoon and unstable climatic conditions.

Inadequate irrigation facilities, slow technology transfer, complexity of agri-produce marketing and low spending power are the key challenges. Farmer continues to bear the entire risk in the marketing cycle of farm produce. High volatility in produce price, rising costs of production, and resource crunch affect his income. This also impacts his ability and willingness to adopt better agri-inputs, practices and technologies, creating a ripple effect on the industry as a whole. The risks and the problems faced by the farming community rub on the agrochemicals industry as well. While the union and state governments have launched several initiatives aimed at improving farmersRs wellbeing, it will take time for the benefits to become visible at the ground level. Till then, the inherent problems of Indian farming - seasonal production glut, non-remunerative produce prices, slow adoption of advanced technology and practices and skewed benefits of policy framework will continue to adversely affect the industryRs s growth.

Global warming and climate change are leading to erratic rain patterns and extreme weather conditions, like abrupt escalation of temperatures, unseasonal rains, weather instability and other extreme weather conditions. These impact crop yields and quality in a big way and have ripple effect on the industry.

China, a major supplier of raw materials and intermediates to the industry, is also the largest producer of technical grade and formulated pesticides. It continues to pose potential threat to the industry with its opaque policies on production, pricing, exports, legislative, environment, in addition to forex moves. Indian industryRs s dependence on China for sourcing critical raw materials and intermediates is an area of concern. The Rs Make in India?s and Rs Vocal for Local?s initiatives of the Government of India are prompting and helping indigenous manufacturers to come forward and increase domestic production and also initiate process for setting up facilities for producing these raw materials and intermediates in India. The Government is yet to extend Rs Production Linked Incentive (PLI)Rs scheme to the pesticides industry, though there is strong case for the same. Counterfeit, spurious, fake and illegally imported pesticides, sold cheap in domestic market, pose a major threat for the industry. Several fake pesticide products enter market, masquerading biological/ organic solutions. They account for a significant market value and harm not only the domestic industry but also cause immense crop losses to farmers. Government of India has recently notified requirement for printing Rs QR CodesRs on pesticides packages. In the long-run, QR Codes can be expected to mitigate this threat to a significant extent. The Rs Pesticides Management Bills conceived in March 2021 to replace existing law for insecticides industry continues to await legislative approval. The Bill seeks to regulate manufacture, trade and use of pesticides, with the objective of ensuring availability of safe pesticides and minimise the risk to humans, animals and environment.

Continued emphasis on organic/natural farming in Government policies and by a section of policy influencers is a cause of concern. Organically produced food and crops do have a niche high-priced market. It can, however, not cater to the demand of the masses that need reasonably priced food in larger quantities. India used to produce about 51 Million tons of food in 1950 on about 131 Million hectare land - largely through organic farming. Presently, it produces over six times as much food using more or less same landmass - thanks to seed technology, improved irrigation, chemical fertilisers, pesticides and progressive farm practices and technology. One cannot feed massively increased population through organic farming. Sri LankaRs s recent experiment with chemical-free agriculture is a lesson for all.

Regulatory risk remains high for this industry. Product registration process is complex, expensive and time-consuming. This, however, also shields against potential competition and acts as entry- barrier for new players. Regulatory over-enthusiasm, at times prompted by vested interests, is capable of destabilising the industry.

The Government move on Glyphosate use is a case in point. The Central GovernmentRs s notification issued in 2022, mandating use of Glyphosate only through registered pest control operators, is a looming threat for the industry. Glyphosate, a broad spectrum weedicide, is being safely used by farmers for decades. Glyphosate is an important product for the Company. The industry has filed appeals against this Government move before the HonRs ble Delhi High Court and its implementation is kept in abeyance for the time being. However, even if the Notification is implemented, it will have an impact only on domestic use - it will not impact export of Glyphosate.

Government move to phase out/restrict use of several old generic pesticides is likely to deprive marginal farmers of the cost-effective crop protection products. As per an industry source, these products also account for a large share in the countryRs s export of pesticides and will hit export significantly. Fortunately, though the Company deals in these products, their value is insignificant.

Over the years, genetically modified (GM) crops have gained popularity across the world. The Indian regulators have restricted these crops in India

citing need for additional review and studies on the suitability of these varieties in the Indian context. However, on the whole, GM crops present challenge and threat to the industry in the long-run.

Production of pesticides involves handling and processing hazardous raw materials and intermediates and employing complex and hazardous manufacturing processes and give rise to attendant risks. Manufacturing process, if not handled properly, can lead to release of pollutants in air and water and needs to be managed responsibly. Automation of manufacturing processes is one solution for the problem. Most pesticides are toxic in nature and their inappropriate, excessive and injudicious use can contaminate air, water and soil; and can affect human and animal health. They need to be handled appropriately and judiciously, and by using proper personal protection gears and following proper processes and procedures. Users of pesticides need to be trained and educated on this.

The industry is working-capital intensive in nature. The Indian industry has large imports as well as exports. Drastic movement in foreign exchange market affects the business dynamics of the industry and need to be managed efficiently.

3. OPPORTUNITIES AND INDUSTRY OUTLOOK:

Agriculture and the allied sectors continue to remain central to the Indian economy, owing to its share in the countryRs s GDP and more importantly, because it is a source of livelihood for almost 50% of the countryRs s workforce. In the recent years, despite the challenges of Covid-19, agriculture sector grew and the farm production gained new highs. The agrochemicals industry continues to meet growing farming needs. IndiaRs s agriculture productivity is way below the global standards and needs big ramp-up. With increasing phenomena of urbanisation and industrialisation, arable land availability has been reducing over the years. This is encouraging farmers to use more pesticides in order to improve crop yields.

India is uniquely placed in terms of proportion of area under agriculture to overall geographical area. Almost half of its geographical area is under cultivation unlike 10-25% in case of most other countries. If its agriculture productivity levels are lifted, it can become major food supplier to the world - against its current share of 2-2.5% in agri-exports.

Indian farmer loses around 20-25% of the production to pests and diseases. The 37^th Standing Committee of the Ministry of Chemicals and Fertilisers estimated that every year, Indian farmers lose nearly Rs 900 Billion to pests and diseases. This is where pesticides play a vital role in a farmerRs s life.

As per the available FAO data, consumption of agrochemicals in India is very low (0.6 kg/ha) as compared to agriculturally advanced countries like China (13.1 kg/ha), Japan (11.8 kg/ha), Brazil (6kg/ ha) and the USA (2.5 kg/ha). This points to enormous growth opportunities available to the industry in the domestic farming.

With rising income levels, Indian spends on fruits and vegetables are increasing. Consumer is willing to pay for high dietary and nutrition products. The value of horticulture production in the country now exceeds the value of cereals produced. More demand for better quality and nutritious food has opened opportunity for different category of products like fungicides, plant growth promoters/regulators and nutrients. These product segments are witnessing steady rise. These are high priced and more profitable in comparison to traditional crop protection products, like insecticides. The Rs China + oneRs procurement model has been a key tailwind for the Indian industry as several large overseas customers are diversifying their supplier base. This is expected to lead to exports growing at about 15% in the near future. The share of exports in overall domestic industryRs s revenue is expected to rise further. Introduction of Rs Production-linked Incentive (PLI)Rs scheme for the industry can further promote exports. In the export market, demand remains robust, given the need for food security. Russia-Ukraine conflict, raging more than 15 months, has accentuated focus on food security because both Russia and Ukraine have traditionally been major wheat suppliers globally. Given the cost advantage, the domestic agrochemicals industry has good opportunity to gain considerable share in global markets and more so as the customers are looking to diversify their supplies away from China. The industry is also trying to engage in backward integration for manufacturing technical grade products as it would like to shift its reliance away from China and become self-sufficient in the coming years.

Drone technology for application of agrochemicals for precise dosage of chemicals on crops opens up new opportunity for the crop protection industry. This can optimise consumption, reduce cost for farmers and address human health and safety challenges. Digital technology is also coming to the industryRs s help - it is increasingly being put to use for marketing, product demonstration and training & education of farmers in product use.

Outlook for the Indian crop protection industry continues to remain positive. Year-on-year performance may fluctuate depending upon rainfall and other weather conditions, both within the country and globally. The agrochemicals sector is likely to continue with double-digit growth in revenue due to strong exports, even if the domestic demand suffers owing to unfavourable monsoon and climatic conditions.

The Company has built strong presence in fruit and vegetable segments. It has established brands for enhancing quality and quantity of grapes and mango crops. Recently, it introduced the parentRs s global brand for apple which is well-received by the farmers. Several of the CompanyRs s products are being increasingly used by farmers for millets farming.

The Company has lined up plans for launch of several new products for domestic as well as export markets.

It has chalked out robust capex plan for capacity expansion and new launches in the coming years. The Company has advantage of its parentage - with its Japanese parent having several new and proprietary products which the Company can look forward to launch in the coming years. The parent company has strong presence in major markets like central and south Americas and Europe. The Company has been leveraging this strength to increase its exports.

4. SEGMENT-WISE PERFORMANCE:

The CompanyRs s domestic sales increased from Rs 23,654.30 Million in 2021-22 to Rs 26,068.92 Million in 2022-23. Exports increased from Rs 6,659.72 Million in 2021-22 to Rs 8,663.65 Million in 2022-23.

The Company continues to focus on promoting the branded business in order to increase the customer interface.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal audit and controls which ensure that all the assets are safeguarded against loss from unauthorised use or disposition and that all transactions are authorised, recorded and reported correctly.

The Company continuously strives to improve upon/ evolve and implement best practices with a view to strengthen the internal control systems.

The Company has assigned internal audit function to a leading firm of Chartered Accountants. Regular internal audit and checks are carried out to ensure that the responsibilities are discharged effectively. All major findings and suggestions arising out of internal audit are reported and reviewed by the Audit Committee. The Management ensures implementation of these suggestions and reviews them periodically.

6. FINANCIAL PERFORMANCE & ANALYSIS AND MAJOR CHANGES IN RATIOS:

The sales for the year under review increased to Rs 34,732.57 Million as compared to Rs 30,314.02 Million in the previous year. The profit before tax for the year under review is Rs 6,554.04 Million as compared to Rs 5,858.20 Million in the previous year. The profit after tax is Rs 5,034.37 Million in the current year as against Rs 4,337.33 million in the previous year.

The Return on net worth decreased from 25.13% in 2021-22 to 23.39% in 2022-23 - because of the increased Rs net-worth baseRs , owing to ploughing back of profits.

7. HUMAN RESOURCE DEVELOPMENT/INDUSTRIAL RELATIONS:

The Company has established a robust Human Resources (Rs HRRs ) system that nurtures a high performing, conducive and inclusive work culture. It emphasises on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities.

The Company has well-documented and disseminated employee-friendly policies to enhance transparency, create a sense of teamwork and trust among employees and align employee interests with the organisational strategic goals. These policies assist in ensuring a holistic workplace environment and play a key role in right talent on-boarding, talent retention and development.

As part of the Sumitomo Group, the Company has developed well-designed and documented policies such as Whistleblower Policy, Policy for Prevention of Sexual Harassment, Policy for Equal Opportunities, Anti-Bribery Policy and Code of Conduct. The Company ensures equal access to opportunities in the areas of recruitment, learning & development, career progression and advancement, regardless of gender, age, racial, ethnic and religious background or social status.

The Company nurtures skills and competencies of employees to drive shared organisational objectives. The skill development practices help to strengthen capabilities of human capital that contributes to growth. We have a truly diverse team that brings with it varied expertise, experiences and perspectives, enriching the organisation. Diversity of thought, experience and background is encouraged at every level. Employees are systematically groomed to take on additional responsibilities through on-the-job mentoring, learning and development interventions and exposure to diverse role opportunities. Efforts are made to create an environment where a diverse workforce can be retained and more women leaders can emerge. The Company encourages active, open communication and dialogue with employees. The Company understands importance of collective bargaining in avoiding industrial disputes and maintaining industrial peace. The Company has a well- established process of collective bargaining in place for entering into productivity and wage settlements with employee unions at defined intervals.

Employee strength of the Company stood at 1,642 as on 31 March 2023.

8. CAUTIONARY STATEMENT:

Statements in this report on Management Discussion and Analysis relating to the CompanyRs s objectives, projections, estimates, expectations or prediction may be forward-looking within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events. Actual results might differ materially from those expressed or implied depending upon factors such as climatic conditions, global and domestic demand-supply conditions, raw materials cost, availability and prices of finished goods, foreign exchange market movements, changes in Government regulations, tax structure, economic and political developments within India and the countries where the Company conducts its business and other factors such as litigation and industrial relations.

The Company assumes no responsibility in respect of forward-looking statements herein which may undergo changes in future on the basis of subsequent developments, information or events.

NOTICE is hereby given that the TWENTY-THIRD ANNUAL GENERAL MEETING of the Members of SUMITOMO CHEMICAL INDIA LIMITED will be held through Video Conferencing ("VC") / Other Audio- Visual Means ("OAVM") on Friday, the 28 July 2023 at 2.30 p.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended 31 March 2023 together with the Reports of the Board of Directors and Auditors thereon.

2. To declare a dividend on equity shares.

3. To appoint a director in place of Mr Masanori Uzawa (DIN: 08782828), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. To appoint Dr Suresh Ramachandran as Whole-time Director and in this regard to consider, and if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED THAT, pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("Act") and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to the resolution passed by the Board of Directors of the Company ("Board") and subject to all such consents, sanctions, approvals and permissions as may be required and further subject to such conditions and modifications as may be imposed or prescribed by any authority while granting such consents, sanctions, approvals and permissions, and as are agreed to by the Board, which term shall, unless repugnant to the context or meaning thereof, be deemed to include any committee thereof and any person authorised by the Board in this behalf, the members hereby accord their approval to appoint Dr Suresh Ramachandran (DIN: 03110244), as Whole-time Director of the Company for a period of 5 (five) years with effect from 01 June 2023 on the terms and conditions including as to remuneration as set out in the Contract for Appointment of Whole-time Director ("Contract") to be executed between the Company and Dr Suresh Ramachandran, a draft whereof is duly initialled for the purpose of identification, and which Contract is hereby specifically sanctioned and approved, with liberty to the Board to alter and vary the terms and conditions of the compensation, but so as not to exceed the aggregate compensation set out in the Contract.

RESOLVED FURTHER THAT, Dr Suresh Ramachandran shall retire by rotation in accordance with the provisions of Section 152 of the Act.

RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution."

5. To reappoint Mr Chetan Shah as Managing Director and in this regard to consider, and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT, pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to the resolution passed by the Board of Directors of the Company ("Board") and subject to all such consents, sanctions, approvals and permissions as may be required and further subject to such conditions and modifications as may be imposed or prescribed by any authority while granting such consents, sanctions, approvals and permissions, and as are agreed to by the Board, which term shall, unless repugnant to the context or meaning thereof, be deemed to include any committee thereof and any person authorised by the Board in this behalf, the members hereby accord their approval to reappoint Mr Chetan Shah (DIN: 00488127) as Managing Director of the Company for a period of 3 (three) years with effect from 01 September 2023 on the terms and conditions including as to remuneration as set out in the Contract for Reappointment of Managing Director ("Contract") to be executed between the Company and Mr Chetan Shah, a draft whereof is duly initialled for the purpose of identification, and which Contract is hereby specifically sanctioned and approved, with liberty to the Board to alter and vary the terms and conditions of the compensation, but so as not to exceed the aggregate compensation set out in the Contract.

RESOLVED FURTHER THAT, pursuant to the provisions of Section 196 (3) read with Schedule V and all other applicable provisions of the Act and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] consent of members be and is hereby accorded to Mr Chetan Shah to continue to hold office of Managing Director of the Company till completion of his term ending on 31 August 2026 notwithstanding that Mr Chetan Shah would have attained 70 (seventy) years of age before the end of his term.

RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution."

6. To reappoint Mr Sushil Marfatia as Executive Director and in this regard to consider, and if thought fit, to pass the following resolution as a Special Resolution: "RESOLVED THAT, pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and pursuant to the resolution passed by the Board of Directors of the Company ("Board") and subject to all such consents, sanctions, approvals and permissions as may be required and further subject to such conditions and modifications as may be imposed or prescribed by any authority while granting such consents, sanctions, approvals and permissions, and as are agreed to by the Board, which term shall, unless repugnant to the context or meaning thereof, be deemed to include any committee thereof and any person authorised by the Board in this behalf, the members hereby accord their approval to reappoint Mr Sushil Marfatia (DIN: 07618601), who has attained the age of 70 (seventy) years, as Executive Director of the Company for a period of 3 (three) years with effect from 01 September 2023 on the terms and conditions including as to remuneration as set out in the Contract for Reappointment of Executive Director ("Contract") to be executed between the Company and Mr Sushil Marfatia, a draft whereof is duly initialled for the purpose of identification, and which Contract is hereby specifically sanctioned and approved, with liberty to the Board to alter and vary the terms and conditions of the compensation, but so as not to exceed the aggregate compensation set out in the Contract.

RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution."

7. To approve transactions entered into / proposed to be entered into with Sumitomo Chemical Company, Limited, a related party, during the Financial Year 202324 and in this regard to consider, and if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT, approval of the members of the Company be and is hereby accorded pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to all the material related party transactions entered into / proposed to be entered into ("the transactions") and material modifications, if any, thereto between the Company and Sumitomo Chemical Company, Limited, Japan, the Holding Company and a related party of the Company, during the financial year 2023-24, including for purchase, sale and supply of goods (including raw materials, intermediates, finished products, capital goods and other items), for providing and availing services and other transactions in the ordinary course of business and on armRs s length basis, provided that the total amount of the transactions shall not exceed Rs 9,500 Million (Rupees nine thousand five hundred Million) plus applicable taxes and duties. RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps, as it may, in its absolute discretion, deem necessary, proper, expedient or desirable for the purpose of giving effect to this resolution, and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to this resolution."

8. To ratify the remuneration of the Cost Auditors and in this regard to consider, and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force], the remuneration of Rs 550,000 (Rupees five hundred fifty thousand only) plus applicable taxes and duties and reimbursement of actual out-of-pocket expenses fixed by the Board of Directors of the Company ("Board") payable to M/s GMVP & Associates LLP, Cost Accountants (Registration Number: 000910), in respect of the cost audit for the financial year 2023-24, be and is hereby approved and ratified.

RESOLVED FURTHER THAT, the Board be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors
For Sumitomo Chemical India Limited
	DEEPIKA TRIVEDI
	Company Secretary
Registered Office: Building No.1, Ground Floor, Shant Manor Co-op. Housing Society Limited Chakravarti Ashok Rs XRs Road, Kandivli (East), Mumbai - 400 101. Mumbai, 18 May 2023