yasho industries pvt ltd Directors report

To

The Members,

Yasho Industries Limited

Your Directors are pleased to present the 37^th (Thirty Seventh) Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the year ended March 31, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

2. STATE OF COMPANYS AFFAIRS OPERATIONS

a) During the year under review, the Company achieved a total revenue (including other income) of 68,159.60 Lakhs as compared to 62,410.77 Lakh in the financial year 2021-22.

b) EBITDA for the year under review stood at 12,185.33 Lakhs as against 10,370.97 Lakhs in the previous year.

c) After providing 1,553.76 for Finance Cost, 1,984.12 Lakhs for depreciation, 2,308.48 Lakhs for income tax, (90.86) Lakhs deferred tax Income, Net Profit for the year stood at 6,429.83 Lakhs as against 5,272.51 Lakhs achieved in the previous year on standalone basis.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However, the Company has retained the current year profit in the accumulated Profit and Loss account.

4. DIVIDEND

The Board of Directors in its meeting held on May 02, 2023, has recommended a final dividend of 0.50 per equity share for the year ended March 31, 2023 subject to the approval of the Members at the 37^th Annual General Meeting (AGM).

The said dividend is in line with the Dividend Distribution Policy of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") the top 1000 Listed Companies shall formulate a Dividend Distribution Policy. Companys ranking as on March 31, 2023 was on No. 790 (Source: https://www.bseindia.com/downloads1/ Top1000Companies_as_on_31March2023_based_on_ market_capitalisation.zip)

The Policy is available on the Companys website and can be accessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/dividend_distribution_ policy-new.pdf

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred to the Investor Education and Protection Fund ("IEPF") maintained by the Central Government. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years or more are also required to be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid nclaimedd dividend or shares relating thereto which is required to be transferred to the IEPF till the date of this Report.

The details of the unclaimed dividends for the financial year 2020-21 and 2021-22 are available on the Companys website at https ://www.yashoindustries. com/public-notices.html

The nodal officer for the purpose of IEPF is Ms. Komal Bhagat (Company Secretary and Compliance officer) of the Company. The details of the same are mentioned on the website of the Company. The web link is https:// www.yashoindustries.com/uploads/7/9/4/9/7949862/ details_of_iepf_nodal_officer.pdf

a) AUTHORISED SHARE CAPITAL

The authorized share capital of the Company as at March 31, 2023 was 15,00,00,000 (Rupees Fifteen Crore only) consisting of 1,50,00,000 (One Crore Fifty Lakhs) equity shares of 10 (Rupees Ten) each.

b) PAID UP SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2023 was 11,39,92,000 (Rupees Eleven Crore Thirty Nine Lakhs Ninety Two Thousand Only) divided into 1,13,99,200 (One Crore Thirteen Lakhs Ninety Nine Thousand Two Hundred only) equity shares of 10/- (Rupees Ten) each. During the year under review, the Company has not issued any equity shares with or without differential voting rights.

6. LISTING FEES

Your Company has paid requisite annual listing fees to BSE Limited (BSE) where its equity shares are listed.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes and commitments, have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a "Going Concern"

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

SUBSIDIARIES

During the financial year 2021-22 Company has incorporated a wholly owned subsidiary company in Netherlands viz. Yasho Industries Europe B.V. on June 29, 2021. It has been engaged in the marketing, sale, import and export of specialty and fine chemicals.

During the financial year 2022-23, revenue from operations was EUR 36.10 Lakhs. Net profit after tax for the financial year 2022-23 was EUR 3.64 Lakhs.

The Financial Statements of the Subsidiary is also available on the website of the Company and can be accessed at https ://www.yashoindustries. com/uploads/7/9/4/9/7949862/yasho_industries_ europe_b.v._financial_results_-_march_2023.pdf

Material Subsidiary

None of the above mentioned subsidiary is a material subsidiary as per the thresholds laid down under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries in line with the Listing Regulations. The Policy has been uploaded on the Companys website and can be accessed at https:// www.yashoindustries.com/uploads/7/9/4/9/7949862/ determination_of_material_subsidiary_policy-new.pdf

ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2023, the Company does not have any associate and joint venture companies.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2023 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries, associates and JV Companies in the prescribed Form AOC-1 as Annexure A forms part of the Annual Report.

The Financial Statements of the Subsidiary is also available on the website of the Company and can be accessed at https ://www.yashoindustries. com/uploads/7/9/4/9/7949862/yasho_industries_ europe_b.v._financial_results_-_march_2023.pdf

11. STATUTORY AUDITOR & AUDIT REPORT

M/s V J Shah & Co, Chartered Accountants (Firm Registration Number: 109823W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on July 29, 2020 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. They have confirmed to the Company that they are not disqualified from continuing to act as the Statutory Auditors of the Company.

The Statutory Auditors Report forms part of the Annual Report. There is no audit qualification, reservation or adverse remark for the year under review. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

12. COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company is required to maintain cost accounting records and have them audited every year.

The Board of Directors, on the recommendations of the Audit Committee, has approved the appointment of Mr. Kaushal Joshi, Cost Accountant (Registration No. 40592), as Cost Auditor of the Company for the financial year 2023-24, under section 148 of the Companies Act, 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to Mr. Kaushal Joshi, Cost Accountant, is included at Item No. 04 of the notice convening the Annual General Meeting.

The Company has maintained cost records as specified under Section 148 of the Act.

13. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company has appointed M/s. Dhrumil M. Shah & Co. LLP, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure B and forms an integral part of this Report.

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

14. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

a) DIRECTORATE Appointment / Re-Appointment Mr. Vinod Jhaveri

In accordance with the provisions of Section 152 of the Act, Mr. Vinod Jhaveri (DIN: 01655692), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting. Brief profile of Mr. Vinod Jhaveri has been given in the Notice convening the Annual General Meeting.

Mrs. Sudha Pravin Navandar

During the year, the Board of Directors, in their meeting, had approved the appointment of Mrs. Sudha Pravin Navandar as an Additional Director under Independent Director category subject to the approval of shareholders for a period of 5 (Five) years effective from June 06, 2022. Subsequently, the shareholders approved the appointment of Mrs. Sudha Pravin Navandar as an Independent director at the Annual General Meeting for the financial Year 2021-22 held on July 12, 2022.

Mr. Yayesh Jhaveri

In terms of Section 152 of the Act, Mr. Yayesh Jhaveri, Director, being liable to retire by rotation, was re-appointed by the Members at the AGM held on July 12, 2022.

Cessation

There is no cessation during the period under review.

Mr. Yayesh Vinod Jhaveri

Mr. Yayesh Vinod Jhaveri, has resigned from the position of Chief Financial Officer of the Company with effect from May 2, 2023. The Board of Directors, in their meeting dated May 2, 2023 have accepted resignation of Mr. Yayesh Vinod Jhaveri.

Mr. Deepak Lalit Kaku

Consequently, due to resignation of Mr. Yayesh Vinod Jhaveri from the position of Chief Financial Officer of the Company with effect from May 2, 2023. The Board of Directors, in their meeting, have approved appointment of Mr. Deepak Lalit Kaku as a Chief Financial Officer of the Company with effect from May 3, 2023.

c) INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations that they meet the conditions of

independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, the Independent Directors fulfil the said conditions of independence. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency, and qualifications. The details of remuneration paid to the members of the Board of Directors and its Committees are provided in the Report on Corporate Governance.

16. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the requite Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance as required under Schedule V of the Listing Regulations.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has developed a robust familiarisation process for the newly appointed Directors with respect to their roles and responsibilities, way ahead of the prescription of the regulatory provisions. The process has been aligned with the requirements under the Act and other related regulations. This process inter alia includes providing an overview of the chemical industry, the Companys business model, the risks and opportunities, the new products, innovation, sustainability measures, digitisation measures etc.

Further a visit to Vapi Plant of the Company was also organised during the year.

The Details of the familiarisation programme are also available on the Companys website and can be accessed at https ://www.yashoindustries. com/uploads/7/9/4/9/7949862/details_of_ familiarization_programme_imparted_to_independent_ directors_%E2%80%93_2022-23.pdf

18. BOARD EVALUATION Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the Listing Regulations, the performance evaluation of the Board, its committees and of the Directors was carried out during the year under review.

Manner of effective evaluation

The Company has laid down evaluation criteria separately for the Board, its Committees, and the Directors in the form of questionnaire.

Evaluation of Directors

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision, and mission etc.

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the independent directors to perform their role effectively.

The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc.

Based on such criteria, the performance evaluation of the Independent Directors was carried out by the entire Board, excluding Directors being evaluated. Independent Directors were evaluated based on parameters, such as, qualifications, experience, knowledge and competence.

The performance evaluation of Chairman, Executive and Non-Executive Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole in their meeting held on February 7, 2023.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and directors including Independent Directors was found satisfactory.

19. DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the financial year ended on March 31, 2023, there has been no non-compliance with the requirements of the Act.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure C.

21. ANNUAL RETURN

The Annual Return of the Company in Form MGT-7 as provided under Section 92 of the Act is available on the website of the Company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/ annual_return_2022-23.pdf

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors has adopted a policy on related party transactions. As per the Policy on related party transactions, all transactions with related parties were reviewed and approved by the Audit Committee. Omnibus approval was obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. The Policy on Related Party Transactions is available on the website of the company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/materiality_of_related_ party_transactions_policy_-110622.pdf

The objective of the policy is to ensure proper approval, disclosure and reporting of transactions that are or may be executed by and between the Company and any of its related parties. The related party transactions are as mentioned in notes to accounts which sets out the related party transactions disclosures pursuant to IND AS-24. All the transactions/contracts/arrangements, falling within the purview of provisions of section 188 of the Act, entered by the Company with related parties during the year under review are in ordinary course of business and an arms length has been maintained in the transaction. The Company has not entered into any new material contract or arrangement with related parties during the year under review. Therefore, there is no requirement to report any transaction in Form AOC-2 in terms of Section 188 and 134 of the Act, read with Rule 8 of the Companies (Accounts) Rule, 2014.

23. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section 135 of the Act.

CSR activities at your Company are in line with the provisions of section 135 read with schedule VII to the act. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has focused in the areas of education, preventive health care and Rural Development. These projects are in accordance with Schedule VII of the Act and the Companys CSR policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure D and forms an integral part of this Report.

The CSR policy is available on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/csr_policy.pdf

24. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report.

25. NUMBER OF MEETING OF THE BOARD

The Board meetings are pre-scheduled well in advance to help Directors to plan their schedules and ensure meaningful participation. However, if the need arise in case of special and urgent business, the Boards approval is obtained by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Four (4) times during the year under review. The details of the number of meetings of the Board held during the Financial Year 2022-23 and the attendance therein forms part of the Report on Corporate Governance.

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

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

ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit and loss of the company for that period;

iii. The directors had 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;

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

v. The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

27. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178

The Company has in place a policy for remuneration of Directors and KMP as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees and commission) and KMP.

The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board of Directors while selecting candidates. The policy on remuneration of Directors and KMP is available at the website of the Company and can be accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/nomination_and_remuneration_policy-new.pdf

The Board of Directors of the Company also formulated and adopted the policy on the Diversity of the Board. The details of the same are available at the website of the Company and can be accessed at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/board_ diversity_policy-new.pdf

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To oversee and review the Vigil Mechanism/ whistle-blower function established by the Company to report the genuine concerns against the suspected or confirmed fraudulent activities, allegations of corruption, violation of the Companys Code of Conduct. The Company will provide adequate safeguards against victimisation of persons who use this mechanism. Such persons shall have direct access to the Chairman of the Audit Committee when appropriate. During the year under review, no complaints were received under the Whistle Blower Policy.

The Whistle Blower Policy has been posted on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/vigil_mechanism_policy.pdf

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

TheCompanysinternalcontrolsystemsarecommensurate with the nature of its business, and the size and complexity of its operations and such internal financial controls concerning the Financial Statements are adequate.

Further, Statutory Auditors in its report expressed an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls.

31. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. The Company has duly approved a Risk Management Policy. The objective of this Policy is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. Risk Management Policy is available on the website of the Company at https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/risk_management_policy- new.pdf

Further, The Company has developed and implemented a risk management plan and in the opinion of the Board of Directors, no risks have been identified which may threaten the existence of the Company. Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as finance & taxation, regulatory & compliance, insurance, legal and other issues like cyber security, data privacy, health, safety and environment.

32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements 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. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year, no complaint was received by the Company.

33. SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

35. CREDIT RATINGS

The following ratings have been reaffirmed / assigned to the Company for its Bank facilities:

Above ratings are given for the FY 2021-22, Company have not received rating for F.Y. 2022-23.

36. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report on Corporate Governance practices followed by the Company, together with a certificate received from the Practicing Company Secretaries confirming compliance is annexed as Annexure F.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as required by Regulation 34(2) of the Listing Regulations is annexed as Annexure G and forms an integral part of this Report.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2022-23, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company.

As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.

39. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2022-23, the Company has not made any onetime settlement with any Bank or Financial Institutions.

40. OTHER DISCLOSURE

During the Financial Year under review:

a) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise, pursuant to the provisions of Section 43 of the Act and Rules made thereunder.

b) The Company has not issued any Sweat Equity Shares to its Directors or employees.

c) No Director of the Company is in receipt of any remuneration or commission from its subsidiaries.

d) There was no revision of financial statements

e) The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

f) The Companys securities were not suspended.

41. CAUTIONARY STATEMENT

Statements in the Directors Report and the Management Discussion and Analysis describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include: global and domestic demand and supply conditions, and other business policies, changes in government regulations and tax laws, overall economic growth rate etc., economic developments within India and the countries within which the Company conducts business etc.

42. ACKNOWLEDGMENTS

Your Directors wish to place on record sincere gratitude and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Your Directors thank the Government of India and the Government of Gujarat and Maharashtra for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.

Your Directors also wish to thank employees, customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For Yasho Industries Limited