vijay solvex ltd Directors report

TO THE MEMBERS OF VIJAY SOLVEX LIMITED

Your Directors have pleased to present the 35^th Annual Report on the business & operations of your Company along with the Audited Financial Statements for the financial year ended 31^st March, 2023.

SUMMARIZED FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Year ended 2022-23	Year ended 2021-22	Year ended 2022-23	Year ended 2021-22
	Standalone		Consolidated
Revenue from operations	243012.51	271554.22	243012.51	271554.22
Other Income	613.87	792.53	613.87	792.53
Total Income	243626.38	272346.75	243626.38	272346.75
Profit before finance cost, depreciation and tax	2703.76	7959.81	2703.76	7959.81
Less: Finance Cost	423.16	433.00	423.16	433.00
Profit before depreciation and tax	2280.60	7526.81	2280.60	7526.81
Less: Depreciation	248.76	233.25	248.76	233.25
Profit before Tax (before share of profit of associates)	2031.84	7293.56	2031.84	7293.56
Add: Share of Profit / (Loss) of associates	-	-	197.45	326.24
Profit before Tax (after share of profit of associates)	-	-	2229.29	7619.80
Less: Current Tax	413.00	1782.00	413.00	1782.00
Less: Deferred Tax	115.79	97.57	115.79	97.57
Profit after Tax	1503.05	5413.99	1700.50	5740.23
Add: Other Comprehensive Income	(2.33)	50.06	(2341.13)	2692.15
Total Comprehensive Income	1500.72	5464.05	(640.63)	8432.38
Add: Balance brought forward from previous year	26317.97	20853.92	32263.32	23792.40
Add/(Less): Adjustment of earlier years	-	-	9.15	38.54
Surplus carried to Balance Sheet	27,818.69	26317.97	31631.84	32263.32

STATE OF COMPANYS AFFAIRS

During the period under review, on standalone basis, your Company has achieved a Total Revenue from Operations of Rs. 2,43,012.51 Lakhs as against Rs. 2,71,554.22 Lakhs in the previous financial year. The Profit before Finance Cost, Depreciation and Tax is Rs. 2,703.76 Lakhs, Profit after Tax is Rs. 1,503.05 Lakhs and Total Comprehensive Income is Rs. 1,500.72 Lakhs as compare to Rs. 7,959.81 Lakhs, Rs. 5,413.99 Lakhs and Rs. 5,464.05 Lakhs respectively in the previous financial year. During the year the Total Revenue from Operations and Profit after Tax of the Company has decreased by 10.51% and 72.24% respectively due to unfavourable market conditions in overall edible oil sector.

Further, during the period under review, on consolidated basis, your Company has achieved Profit before Tax (after share of profit of associates) of Rs. 2,229.29 Lakhs as against Rs. 7,619.80 Lakhs in the previous financial year. The Profit after Tax is Rs. 1,700.50 Lakhs and Total Comprehensive Income is Rs. (640.63) Lakhs as against Rs. 5,740.23 Lakhs and Rs. 8,432.38 Lakhs respectively in the previous financial year. During the year the Profit before Tax (after share of profit of associates) and Profit after Tax of the Company has decreased by 70.74% and 70.38% respectively due to unfavourable market conditions in overall edible oil sector and decrease in fair market value of non-current investments held by the associate companies.

During the period under review, Wind Power Generation plant of the Company located at Village Hansua, District Jaisalmer, Rajasthan was not in operation as the segment is not financially viable to run. However, the effect of this segment is very marginal on overall revenue of the Company.

DIVIDEND

The Company intends to retain internal accrual for funding growth to generate a good return for shareholders both of today and tomorrow. Thus the Board of Directors do not propose any dividend for the financial year 2022-23.

TRANSFER TO RESERVES

Your Company has not made any transfer to Reserves during the financial year 2022-23.

PUBLIC DEPOSITES

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

CORPORATE SOCIAL RESPONSIBILITY

The composition of the Corporate Social Responsibility Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014. Presently, the Corporate Social Responsibility Committee comprises of three directors, two are Non-Executive Independent Directors and one is Non-Executive Non-Independent Director. The Chairperson of the Committee is an Independent Director. As on the date of commencement of financial year 2022-23 i.e. 01.04.2022, the composition of the Committee was as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Giriraj Goyal (Chairman)	Non-Executive Independent Director	29.09.2017	30.09.2022
Shri Ram Babu Jhalani (Member)	Non-Executive Independent Director	29.09.2017	30.09.2022
Smt. Pallavi Sharma	Non-Executive Independent Woman Director	06.10.2021	01.10.2022

During the financial year 2022-23, Shri Giriraj Goyal and Shri Ram Babu Jhalani, Non-Executive Independent Directors of the Company and Members of the Committee ceased from the Directors of the Company from the closure of business hours on 30.09.2022 due to completion of their second term. Further, Smt. Pallavi Sharma, Non-Executive Independent Woman Director of the Company and Member of the Committees has also furnished her unwillingness to continue as Member of the Committee due to her pre-occupancy elsewhere, hence, the Board of Directors in their meeting held on 01.10.2022 has re-constituted the composition of the Committees and Shri Vineet Jain, Shri Sachin Gupta & Shri Manish Jain, Non-Executive Independent Directors of the Company were appointed as Members of the Committees. After re-constitution, the composition of the Committee with effect from 01.10.2022 was as follows: -

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Vineet Jain (Chairman)	Non-Executive Independent Director	01.10.2022	29.06.2023
Shri Sachin Gupta (Member)	Non-Executive Independent Director	01.10.2022
Shri Manish Jain (Member)	Non-Executive Independent Director	01.10.2022

Further, during the current financial year i.e. 2023-24, Shri Vineet Jain, Non-Executive Independent Director of the Company and Chairman of the Committees has furnished his unwillingness to continue as Member of the Committee due to his pre-occupancy elsewhere, hence, the Board of Directors in their meeting held on

29.06.2023 has re-constituted the composition of the Committees and Shri Sachin Gupta, Shri Manish Jain, Non-Executive Independent Directors and Shri Ram Prakash Mahawar, Non-Executive Non-Independent Director of the Company were appointed as Members of the Committees. After re-constitution, the composition of the Committee with effect from 29.06.2023 is as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Sachin Gupta (Chairman)	Non-Executive Independent Director	01.10.2022
Shri Manish Jain (Member)	Non-Executive Independent Director	01.10.2022
Shri Ram Prakash Mahawar (Member)	Non-Executive NonIndependent Director	29.06.2023

The CSR Liability of the Company for the financial year 2022-23 was Rs. 119.77 Lakhs which was allocated for the Companys ongoing project of establishment of Wellness Center at Alwar. During the financial year 2022-23, the Company has spent Rs. 111.00 Lakhs towards its CSR Liability on ongoing project. Hence in accordance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended, the Company has deposited the unspent CSR amount of Rs. 8.77 Lakhs to the Companys Unspent Corporate Social Responsibility Account held with State Bank of India, SME Arya Nagar Branch, Alwar (Rajasthan) on 26.04.2023.

During the financial year 2022-23, the Company has also spent its proceeding years unspent CSR liability of Rs. 82.51 Lakhs and Rs. 10.60 Lakhs for the financial year 2021-22 and 2020-21 respectively as deposited with the Unspent Corporate Social Responsibility Account of the Company, related to above said ongoing project undertaken by the Company.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy of the Company can be accessed on the Companys website at the link: http://www.viiaysolvex.com/assets/docs/csr policy.pdf

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified focus areas for CSR engagement, details of few such areas are given below:

1) Promoting education including special education.

2) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation.

3) Promoting gender equality, empowering women and setting up old age homes.

4) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare.

5) Rural development projects.

6) Setting up orphan homes, old age homes, homes for womens etc.

7) Promoting rural sports and nationally recognized sports.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. The Annual disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached herewith as Annexure-I.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable provisions of the Companies Act, 2013 read with Rules framed thereunder, the Consolidated Financial Statements of the Company for the financial year 2022-23 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and audited/ unaudited financial statements of its associates companies (refer Form AOC-1 as attached to the Consolidated Financial Statements of the Company forming part of this Annual Report), as approved by the respective Board of Directors. The Consolidated Financial Statements together with Auditors Report form part of this Annual Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under the various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, as amended. A report on Corporate Governance along with certificate on its compliance forms a part of this Annual Report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HTGHLTGHTS OF THETR PERFORMANCE AND THETR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

There is no subsidiary and joint venture of the Company and further there are no Companies, which have become or ceased to be the subsidiary, joint venture and associate of the Company during the year.

Detail of associate companies has been specified in form MGT-7 i.e. Annual Return for the financial year ended March 31, 2023 and the same is put up on the website of the Company at link:

http://www.viiaysolvex.com/assets/docs/annual return22 23%EF%BB%BF.pdf

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associate Companies in Form AOC-1 is attached to the Consolidated Financial Statements of the Company forming part of this Annual Report. The said form also highlights the financial performance of the Associate Companies and their contribution to the overall performance of the Company during the period under report pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOAN GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the financial year 2022-23, the Company has not given any loan, guarantee and provided securities. However, during the financial year 2022-23, the Company has made investment of Rs. 2.00 Crores in Mutual Funds of State Bank of India.

NUMBER OF MEETINGS OF BOARD

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with agenda and notes on agenda of each Board Meeting was given in writing to each Director.

Eleven (11) meetings of Board of Directors were held during the year. The interval between two meetings was well within the maximum period mentioned under section 173 of Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The composition of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Presently, the Audit Committee comprises of three directors, two are Non-Executive Independent Directors and one is Non-Executive Non-Independent Director. The Chairperson of the Committee is an Independent Director. As on the date of commencement of financial year 2022-23 i.e. 01.04.2022 the composition of the Committee was as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Giriraj Goyal (Chairman)	Non-Executive Independent Director	29.09.2017	30.09.2022
Shri Ram Babu Jhalani (Member)	Non-Executive Independent Director	29.09.2017	30.09.2022
Smt. Pallavi Sharma	Non-Executive Independent Woman Director	06.10.2021	01.10.2022

During the financial year 2022-23, Shri Giriraj Goyal and Shri Ram Babu Jhalani, Non-Executive Independent Directors of the Company and Members of the Committee ceased from the Directors of the Company from the closure of business hours on 30.09.2022 due to completion of their second term. Further, Smt. Pallavi Sharma, Non-Executive Independent Woman Director of the Company and Member of the Committees has also furnished her unwillingness to continue as Member of the Committee due to her pre-occupancy elsewhere, hence, the Board of Directors in their meeting held on 01.10.2022 has re-constituted the composition of the Committees and Shri Vineet Jain, Shri Sachin Gupta & Shri Manish Jain, Non-Executive Independent Directors of the Company were appointed as Members of the Committees. After re-constitution, the composition of the Committee with effect from 01.10.2022 was as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Vineet Jain (Chairman)	Non-Executive Independent Director	01.10.2022	29.06.2023
Shri Sachin Gupta (Member)	Non-Executive Independent Director	01.10.2022
Shri Manish Jain (Member)	Non-Executive Independent Director	01.10.2022

Further, during the current financial year i.e. 2023-24, Shri Vineet Jain, Non-Executive Independent Director of the Company and Chairman of the Committees has furnished his unwillingness to continue as Member of the Committee due to his pre-occupancy elsewhere, hence, the Board of Directors in their meeting held on 29.06.2023 has re-constituted the composition of the Committees and Shri Sachin Gupta, Shri Manish Jain, Non-Executive Independent Directors and Shri Ram Prakash Mahawar, Non-Executive Non-Independent Director of the Company were appointed as Members of the Committees. After re-constitution, the composition of the Committee with effect from 29.06.2023 is as follows:-

Name of Committee Members	Category of Directorship	Date of initial Appointment as Member/ Chairman	Date of Cessation as Member/ Chairman
Shri Sachin Gupta (Chairman)	Non-Executive Independent Director	01.10.2022
Shri Manish Jain (Member)	Non-Executive Independent Director	01.10.2022
Shri Ram Prakash Mahawar (Member)	Non-Executive NonIndependent Director	29.06.2023

During the financial year 2022-23, the recommendations made by the Audit Committee were accepted by the Board.

Further, the Roles and Responsibilities and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of this Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of Board of Directors and General Meetings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every Annual General Meeting. Consequently Shri Daya Kishan Data (DIN: 01504570), Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

During the financial year 2022-23, the existing tenure of Shri Vijay Data as Managing Director of the Company was expired on 25^th September, 2022. Based on the recommendation of the Nomination and Remuneration Committee and keeping in view of his vast experience and leadership skills, the Board of Directors of the Company at its meeting held on 31^st August, 2022, had approved the re-appointment of Shri Vijay Data as Managing Director of the Company to hold office for a period of 3 (three) years commencing with effect from September 26, 2022 to September 25, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the re-appointment of Shri Vijay Data as Managing Director of the Company to hold office for a period of 3 (three) years commencing with effect from September 26, 2022 to September 25, 2025.

During the financial year 2022-23, the existing tenure of Shri Daya Kishan Data as Whole Time Director of the Company was expired on 28^th September, 2022. Based on the recommendation of the Nomination and Remuneration Committee and keeping in view of his vast experience and broad range of skill set, the Board of Directors of the Company at its meeting held on 31^st August, 2022, had approved the re-appointment of Shri Daya Kishan Data as Whole Time Director of the Company to hold office for period of 3 (three) years commencing with effect from September 29, 2022 to September 28, 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the re-appointment of Shri Daya Kishan Data as Whole Time Director of the Company to hold office for a period of 3 (three) years commencing with effect from September 29, 2022 to September 28, 2025.

During the financial year 2022-23, on recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 13, 2022, had appointed Mr. Ram Prakash Mahawar (DIN: 08431217) as Additional Director (Non-Executive Non-Independent Director) of the Company to hold office till the conclusion of the 34^th Annual General Meeting of the Company. The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the appointment of Mr. Ram Prakash Mahawar as Non-Executive Non-Independent Director of the Company.

During the financial year 2022-23, on recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on August 13, 2022, had appointed Mr. Vineet Jain (DIN: 09696356), Mr. Sachin Gupta (DIN: 09696448) and Mr. Manish Jain (DIN: 09696639) as Additional Directors (Non-Executive Independent Directors) of the Company, whose term of office as an Additional Directors were up to the date of 34^th Annual General Meeting of the Company while the term as NonExecutive Independent Directors were proposed to be 5 (five) consecutive years commencing from August 13, 2022 to August 12, 2027, subject to the approval of the Members at the ensuing Annual General Meeting of the Company. The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the appointment of Mr. Vineet Jain, Mr. Sachin Gupta and Mr. Manish Jain as Non-Executive Independent Directors of the Company to hold office from August 13, 2022 to August 12, 2027.

Further, during the financial year 2022-23, Shri Giriraj Goyal and Shri Ram Babu Jhalani, who were appointed as Independent Directors of the Company for a second term of 5 consecutive years to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting of the

Company, were ceased from the Directorship of the Company from the closure of business hours on 30.09.2022 due to completion of their second term as Independent Directors of the Company.

A brief resume of the directors proposed to be appointed/re-appointed, the nature of their expertise in specific functional areas, names of the companies in which they holds directorship, committee membership / chairmanship, their shareholding etc. are furnished in the explanatory statement to the notice of this 35^th Annual General Meeting of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2022-23. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:-

Mr. Vijay Data, Managing Director

Mr. Daya Kishan Data, Whole Time Director

Mr. Shanker Kukreja, Chief Financial Officer

Mr. Jay Prakash Lodha, Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the independent directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence in terms of Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

FAMILIARISATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The detail of programmes conducted during the year 2022-23 for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at link:

http://www.viiaysolvex.com/assets/docs/Familiarization Independent directors 23.pdf DIRECTORS

RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) & (5) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures from the same;

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 the affairs of the Company as at 31^st March, 2023 and of the profit of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts of the Company on a ‘going concern basis;

e) The Directors have laid down internal financial controls to 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 are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations which ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information.

The Internal Auditors of the Company conducted the internal audit of the Companys operations and report its findings to the Audit Committee on a regular basis. Internal Auditor also evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. Your company has adequate internal financial control with reference to its financial statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company incorporates a whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Company Secretary or Chief Financial Officer of the Company or to the Chairman of the Audit Committee. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The whistle blower policy may be accessed on the Companys website at the link:

http://www.viiaysolvex.com/assets/docs/whistle blower policy.pdf

EVALUATION OF BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation along with Nomination and Remuneration Committee, of its own performance, the Directors individually as well as the evaluation of its committees.

The performance evaluation criteria of the Board include growth in Business volumes and profitability, compared to earlier periods, growth over the previous years through and fairness in Board Decision making processes. The performance of individual directors and committees was evaluated on the parameters such as level of engagement and contribution, independence of iudgment, safeguarding the interest of the Company and its minority shareholders, time devoted, awareness to responsibilities, duties as director, attendance record and intensity of participation at meetings etc.

The exclusive meeting of Independent Directors evaluates the performance of the Board, Non-Independent Directors & the Chairman.

The performance evaluation of committees and board as a whole was done on the basis of questionnaire which was circulated among the board members and committee members and on receiving the inputs from them, their performance was assessed by the board.

Lastly, performance evaluation of individual directors was done on the basis of self-evaluation forms which were circulated among the directors and on receiving the duly filled forms, their performance was assessed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Details of related party transactions have been disclosed in notes to the financial statements.

All related party transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained annually for transactions that are foreseeable and repetitive. The transactions entered pursuant to the omnibus approval so granted along with the statement giving details of all related-party transactions are placed before the Audit Committee for their approval on a quarterly basis.

During the year, the Company had entered into contract/arrangement/transaction with Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD Foods Private Limited, related parties which could be considered material in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companys policy on related party transactions and in compliance of the amendment in Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and further clarifications issued by the SEBI, approval for these material transactions entered with the above mentioned parties has already been taken from the shareholders of the Company at the 34^th Annual General Meeting of the Company.

Further, in compliance of the amendment in Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and further clarifications issued by the SEBI and on the basis of foreseen transactions, the Company proposes to obtain prior approval of the members to enter into and/or carry out and/or continue contracts/ arrangements/ transactions with Deepak Vegpro Private Limited, Raghuvar (India) Limited and VDSD Foods Private Limited for the financial year 2023-24. The particulars of contracts/arrangements/transactions with the above mentioned parties are furnished in the explanatory statement to the notice of the 35^th Annual General Meeting of the Company.

Pursuant to Clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rules 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements or transactions entered into by the Company with related parties has disclosed in Form No. AOC- 2 which is attached as Annexure-II.

The policy on related party transactions as approved by the Board may be accessed on the Companys website at the link:

http://www.viiaysolvex.com/assets/docs/related party policy.pdf

RISK MANAGEMENT POLICY

The Companys Risk Management Policy is well defined to identify and evaluate business risks across all businesses. It assesses all risks at both pre and post-mitigation levels and looks at the actual or potential impact that a risk may have on the business together with an evaluation of the probability of the same occurring. Risk mapping exercises are carried out with a view to regularly monitor and review the risks, identity ownership of the risk, assessing monetary value of such risk and methods to mitigate the same. As per view of the Board, there is no risk in operation of the Company, which may impact the existence of the Company.

COST RECORDS

Pursuant to the provisions of sub-section (1) of section 148 of the Companies Act, 2013, the Central Government has specified preparation and maintenance of cost records, is required by the Company and accordingly such accounts and records are made and maintained by the Company.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

During the financial year 2022-23, existing Statutory Auditors of the Company i.e. M/s Anil Mukesh & Associates, Chartered Accountants, New Delhi (Firm Registration No. 014787N) has completed their first term and vide their letter dated 20^th August, 2022 have informed the Company about their unwillingness to be reappointed for the second term of five (5) consecutive years. Therefore, on recommendation of the Audit Committee, the Board of Directors at their meeting held on 31.08.2022 has approved the appointment of M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting of the Company to be held in the Calendar year 2027, subject to the approval by the members at the ensuing Annual General Meeting of the Company.

The Members at the 34^th Annual General Meeting of the Company held on 30.09.2022 has approved the appointment of M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) as Statutory Auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting of the Company to be held in the Calendar year 2027.

M/s Aggarwal Datta & Co., Chartered Accountants (FRN: 024788C) have confirmed that they are not disqualified from continuing as Auditors of the Company and holds the ‘Peer Review certificate as issued by ‘ICAI.

Auditors Report

The notes on accounts referred to in the Auditors Report are self-explanatory and there are no qualifications, reservations or adverse remarks in the Report and therefore do not need any further comment.

Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board, upon a recommendation from the Audit Committee, has appointed M/s Rajesh & Company, Cost Accountants (Firm Registration Number 000031) as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2024, at such remuneration as approved by the members of the Company at the ensuing Annual General Meeting.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Mr. Arun Jain, Company Secretary in Practice (Certificate of Practice No: 13932), to conduct Secretarial Audit of the company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith marked as Annexure-III.

Qualifications in Secretarial Audit Report and Management Response to the same

The Secretarial Auditor has made certain qualifications in his report dated 05.08.2023 for the financial year ended March 31, 2023. The management responses to these qualifications are as under:-

Management response to the qualification set out in Point No. 3(a) of the Secretarial Audit Report

As on 31^st March, 2023, 21,37,953 (66.78% of total capital) equity shares held under the Promoter and Promoter Group, out of which 21,06,933 (98.55% of the total promoter group holding) equity shares are held in dematerialized form. As on date only 31,020 (1.45% of the total promoter and promoter group holding) equity shares are held in physical form under the promoter and promoter group. The Company is regularly following up with the concerned member of the Promoters and Promoter Group to convert its holding in demat form. The concerned member of promoter group informed the Company that due to death of its Karta Late Shri Niranjan Lal Data the shares could not be dematerialized because of dispute between all the present coparceners. As and when some concurrence will be made between the coparceners, the same will be dematerialized by the member.

Management response to the qualification set out in Point No. 3(b) of the Secretarial Audit Report

During the financial year 2022-23, inadvertently, the Company has made delay of one day in filing of the Disclosure of Related Party Transactions for the half year ended March 31, 2022, with the Stock Exchange. The Company has remitted the fine amount of Rs. 5900/- (including GST) on 15.07.2022 through NEFT (UTR No. SBIN122196799359) as imposed by the Stock Exchange vide its email Ref.: SOP-CReview-July2022 dated 14.07.2022. The non-compliance was also furnished before the meeting of Board of Directors of the Company held on 04.08.2022 and the comments of Board of Directors on fine levied by the Stock Exchange for the said non-compliance has also been submitted to the Exchange on 04.08.2022.

SALIENT FEATURES OF THE POLICY FOR DIRECTORS APPOINTMENT AND REMUNERATION

The nomination and remuneration committee has recommended to the Board the following policies:-

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and Senior Management.

The salient features of the above mentioned policies are attached herewith and marked as Annexure-IV(i) and IV(ii).

Further these policies may be accessed on the Companys website at the link:

a) The Policy for selection of Directors and determining Directors Independence can be easily accessed on: http://www.viiaysolvex.com/assets/docs/policy selection dir.pdf

b) The Remuneration Policy for Directors, Key Managerial Personnel and Senior Management may be easily accessed on:

http://www.viiaysolvex.com/assets/docs/remuneration policy.pdf

WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return of the Company for the financial year 2022-23 is placed on the website of the Company and may be accessed on the Companys website at the link:

http://www.viiaysolvex.com/assets/docs/annual return22 23%EF%BB%BF.pdf

LEGAL MATTERS PENDING BEFORE VARIOUS COURTS AND NATIONAL COMPANY LAW TRIBUNAL

Order dated 14.03.2012 passed by Honble High Court of Judicature of Rajasthan, Bench at Jaipur inter alia in S.B. Civil Misc. Appeal No. 2218 of 2011 in respect of partition suit was set aside by the Honble Supreme Court vide order dated 04.08.2014 and the matter was remitted back to Honble High Court of Judicature of Rajasthan for its fresh consideration after hearing the parties. Honble High Court of Judicature of Rajasthan, Bench at Jaipur, after hearing the parties, passed an order dated 06.04.2015 partially setting aside Order dated 10.02.2011 passed by the Court of Ld. ADJ, Jaipur. The order dated 06.04.2015 passed by Honble High Court of Judicature of Rajasthan was challenged before the Honble Supreme Court of India by the original

Plaintiffs by filing SLP (C) No.11870 of 2015 and Honble Supreme Court of India dismissed the SLP vide order dated 29.01.2019. After dismissal of the SLP filed by Original Plaintiffs there is no restraint order against the Company for transferring or alienating its properties/ assets or creating charge over the properties of the Company.

The cases filed against or by the Company under Section 397-398 of the Companies Act, 1956 are still sub- judice before the Honble National Company Law Tribunal (erstwhile Company Law Board), Jaipur/Kolkata which are yet to be heard finally by the NCLT.

The Company owns 247500 equity shares of Saurabh Agrotech Pvt. Ltd., which were illegally transferred. This illegality has been challenged by the Company before the National Company Law Tribunal (NCLT) under Section 111 of the Companies Act, 1956. Since the case is sub-judice before NCLT and Honble High Court of Judicature of Rajasthan, Bench at Jaipur, the holding of such investment is continued to be shown in the books of the Company.

Presently, the Company is registered owner of SCOOTER trademark/device/logo and copyright holder for the artwork of SCOOTER Wavy device which is registered with Registrar of Trade Mark and Copyright in favour of the Company. The Company is taking appropriate legal action against all the persons who are infringing its trademark and copyright. The Company is also defending its right before the Honble Courts and Tribunals, wherever the challenges against use of ‘Scooter and /or any other intellectual property rights of the Company have been made.

The Company filed an Appeal before Appellate Authority, PMLA, Delhi titled Vijay Solvex Limited Vs. Deputy Director, Enforcement of Directorate against order dated 02.05.2019 passed by the Adjudicating Authority, PMLA registered as FPA-PMLA-3117/PTN/2019 and also filed an application for de-freezing the bank account of the Company held in State Bank of India. The application for de-freezing of accounts has been allowed by the Appellate Authority vide order dated 24.07.2019 and the matter was thereafter listed for arguments on 14.04.2020. Owing to the outbreak of COVID-19 pandemic the Appeal could not be heard earlier. The Appeal was listed for hearing before the Appellate Authority on 27.07.2023 and adjourned for further listing on 30.10.2023.

That a 2^nd supplementary complaint registered as Special trial No. (PMLA) 01/2020 has been filed before Special judge PMLA Patna in main compliant no. 02/2018 dated 18.07.2018 (in ECIR No. PTZO/05/2016 dated 26.12.2016) before Ld. Sessions Judge (Special Judge (PMLA), Patna for impleading Vijay Solvex Limited as Accused No. 8 in the main complaint. The second supplementary complaint has not been taken up for hearing in view of spread of COVID-19 pandemic and no effective orders have been passed in said matter. The 2^nd Supplementary complaint was listed for hearing on 21.06.2023 and adjourned for further listing on 30.09.2023.

The Company had filed an application before Directorate of Marketing & Inspection of Agriculture, Cooperation & Farmer Welfare for inclusion of its registered trademark / Trade Brand Label "SCOOTER" for Mustard Oil in CA Book in the year 2016 in terms of the provisions of Agricultural Produce (Grading and Marking) Act, 1937 and Rules made thereunder. However, the said Trade Brand Label "SCOOTER" has not been included in the CA Book of the Company till date. Therefore, Company filed a Civil Writ Petition before the Honble High Court of Rajasthan at Jaipur Bench, being SB Civil Writ Petition No. 16821/2022. Respondent i.e., Directorate of Marketing & Inspection of Agriculture, Cooperation & Farmer Welfare has filed its reply to the Writ Petition. The matter was listed on 02.08.2023 and due to paucity of time the matter has been adjourned on 16.08.2023 for final hearing.

The Company entered into a contract for purchase of Crude Degummed Soybean Oil (Goods) on 3 ^rd March 2022 with ADM International SARL (Seller). The Company opened the Letter of Credit in the favour of Seller. The goods arrived in India at Kandla Port. However, Seller could not deliver the goods in the absence of valid Bill of Lading. The documents provided by Seller to the Company were also not as per agreement.

The Seller requested for extension of validity of Letter of Credit. In the meantime, the prices of goods fell down drastically in the International Market, and Seller tried to sell the goods beyond delivery period at contract price and this proposal was rejected by the Company.

The Seller invoked the Arbitration and filled its Claim towards damages before FOSFA. The Company filed its reply, however, FOSFA Tribunal without providing opportunity for Oral Hearing passed an award dated 14.06.2023 against the Company. As per the Awrad, the Company directed to pay to Sellers default damages of US$ 400,000.00 (United States Dollars four hundred thousand) plus interest thereon at 4.5% from 6 August 2022 to the date of payment, compounded quarterly and also pay the fees, costs and expenses of this award in the sum of ?17,167.50 (Seventeen Thousand, One Hundred and Sixty-Seven Pounds Sterling with Fifty Pence) together with compound interest at 4.5% per annum from the date of the Award to the date of payment.

The award dated 14.06.2023 has been challenged by the Company before the Appellate Authority of FOSFA which is sub-judice.

The Board is hopeful that the pending matters would be disposed of in favour of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2022-23

There are no material changes and commitments affecting the financial position of company which have occurred between the end of the financial year to which the financial statement relates and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules. 2014, as amended from time to time, are provided in the Annexure-V to this report.

PARTICULARS OF EMPLOYEES

The details of top 10 employees in terms of remuneration drawn as per provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-VI to this Report.

Further, In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee of the company except Managing Director and Whole Time Director, which draws the remuneration in excess of the limits set out in the said rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-VII to this Report.

ENVIRONMENTAL HEALTH & SAFETY POLICY

The Company shall conduct its operations and business ensuring a healthy & safe work place in the plant and sustainable environment in the surroundings. As an integral part of its operations and business planning, the Company is committed to:

• Prevention of Pollution & Protection of environment

• Minimizing waste generation by improving plant efficiency

• Prevention of work related injuries and ill health

• Comply with the applicable legal & other requirements and

• Encourage consultation and participation of workers & their representatives

The Company is also committed to continually improve its Environmental Health and Safety (EHS) performance by enhancing the competency of the employees through training & development initiatives.

The Environmental Health and Safety Policy of the Company is attached herewith and marked as Annexure- VIII.

INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has an effective system to redress complaints received regarding sexual harassment in line with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, apprentices and trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

Further the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE REGARDING ANY APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.

The Company, during the financial year 2022-23 has neither made any application nor any proceeding are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE REGARDING ANY DIFFERENCE IN VALUATION

The Company during the financial year 2022-23 did not do any one time settlement and hence, did not carry out any Valuation for one time settlement.

GENERAL

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Change in share capital of the Company.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company.

d) Transfer of Unclaimed/Unpaid Amount to Investor Education and Protection Fund

e) As there is no subsidiary or holding company of your company, so Managing Director and Whole Time Directors of the company does not receive any remuneration or commission from any of such companies.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companys operations in future.

g) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

h) There is no subsidiary of the Company, so no policy on material subsidiary is required to be adopted.

i) No fraud has been reported by the Auditors to the Audit Committee or the Board which were committed against the Company by officers or employees of the Company.

j) Issue of Employee Stock Option Scheme to employees of the Company.

Your Directors further state that:-

There is no change in the nature of business of the Company during the financial year 2022-23.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere appreciation for assistance and co-operation received from the Bankers, Vendors, Government Authorities, Customers and Member during the year under review. Your Directors also wish to place on record their deep sense of appreciation for committed services by the executive staff & workers of the Company and gratitude to the members for their continued support and confidence.

Place: Alwar		By order of the Board of Directors
Date: 14.08.2023		For Vijay Solvex Limited
	(Daya Kishan Data)	(Vijay Data)
	Whole Time Director	Managing Director
	DIN: 01504570	DIN:00286492
	Neelanchal 7, Shubham Enclave,	Bhagwati Sadan,
	Jamna Lal Bajaj Marg, C-Scheme,	Swami Dayanand Marg,
	Jaipur-302001 (Raj asthan)	Alwar-301001 (Rajasthan)