Directors Report of Fine Organic Industries Ltd.

Mar 31, 2025

The Board is pleased to submit its report on the performance of the Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The Company''s financial performance during the year ended March 31, 2025, compared to the previous Financial Year is summarised below:

('' in Lakhs)
Particulars	Standalone		Consolidated
	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
REVENUE & PROFITS
Total Revenue from operations	2,20,519.45	1,95,114.29	2,26,914.79	2,12,295.17
Profit before interest, Tax & Depreciation	57,771.27	55,297.15	61,047.73	60,635.78
Less: Interest & Finance Charges	169.02	232.01	219.56	243.30
Less: Depreciation	5,137.84	5,659.84	5,229.62	5,660.07
Profit for the year before Tax & exception items	52,464.41	49,405.30	55,598.55	54,732.41
Exceptional item	-	(56.32)	-	(56.32)
Profit for the year before Tax Profit for the year before Tax & exception items	52,464.41	49,348.98	55,515.70	54,412.15
Less: Provision for Taxation
- Current	13,652.55	12,850.00	14,589.74	13,454.99
- Deferred	(154.39)	(256.17)	(123.68)	(232.25)
Short (Excess) provision for earlier years	-	-	-	-
Net Profit/(Loss) after Tax	38,966.25	36,755.15	41,049.64	41,189.41
Other comprehensive income	(234.18)	(80.05)	(235.39)	(80.05)
Total Comprehensive Income	38,732.07	36,675.09	40,814.25	41,109.36
RETAINED EARNINGS
Opening Balance of Retained Earnings	1,83,656.95	1,49,661.20	1,91,730.95	1,53,300.94
Add: Profit for the year	38,966.25	36,755.15	41,049.64	41,189.41
Less: Appropriations:		-		-
Final Dividend	3,066.00	2,759.40	3,066.00	2,759.40
Transferred to Other Reserve/ Non-controlling interest	-	-	-	-
Balance as at end of the Year	2,19,557.20	1,83,656.95	2,29,714.59	1,91,730.95

The Standalone as well as the Consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (''Ind AS'').

On a consolidated basis, the revenue from operations increased to '' 2,26,914.79 Lakhs in Financial Year 2024-25 from '' 2,12,295.17 Lakhs in Financial Year 2023-24. The profit before tax increased to '' 55,515.70 Lakhs in Financial Year 2024-25 from '' 54,412.15 Lakhs in Financial Year 2023-24.

On a standalone basis, the revenue from operations increased to '' 2,20,519.45 Lakhs in Financial Year 2024-25 from

'' 1,95,114.29 Lakhs in Financial Year 2023-24. The profit before tax increased to '' 52,464.41 Lakhs in Financial Year 2024-25 from '' 49,348.98 Lakhs in Financial Year 2023-24.

For more details on the Consolidated and Standalone financial results, please refer to Management Discussion and Analysis Report which forms a part of this Annual Report.

SHARE CAPITAL:

During the year under review, there was no change in the Authorised Share Capital of the Company. As of March 31, 2025, the Paid-up Share Capital of the Company is '' 1,533 Lakhs, comprising 3,06,59,976 equity shares of '' 5 each.

DIVIDEND:

The Board recommends a final dividend of '' 11/- (Rupees Eleven only) per equity share for the Financial Year ended March 31, 2025. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting (''AGM''). Upon approval, the dividend will be paid to those members whose names will appear in the Register of Members as at the close of business hours on July 26, 2025. The total dividend pay-out will be approximately '' 3372.60 Lakhs.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulation''), the Company has adopted a Dividend Distribution Policy. This policy outlines various parameters that the Board considers while recommending or declaring dividends. The Dividend Distribution Policy is available on the Company''s website at https://www. fineorganics.com/investor-policies/.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/ unclaimed dividends to be transferred during the Financial Year under review to the Investor Education and Protection Fund.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for the Financial Year 2024-25, after all appropriations and adjustments was '' 2,20,261.97 Lakhs.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act"), a separate statement containing the salient features of the financial statements of all subsidiaries and associate companies/joint ventures, if any, in prescribed Form AOC - 1 is attached to the financial statements of the Company. The statement also provides details of performance and financial position of each of the subsidiaries.

The audited financial statements together with related information and other reports of each of the subsidiary companies are available on the Company''s website at www.fineorganics.com and the same are also available for inspection by the members at the Registered Office of

the Company during business hours on all working days as required under Section 136 of the Act.

As on March 31, 2025, the Company has three subsidiaries i.e. Fine Organics (USA), Inc., Fine Organics Europe BV and Fine Organic Industries (SEZ) Private Limited and two joint venture companies i.e. Fine Zeelandia Private Limited and Fine Organic Industries (Thailand) Co., Ltd.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and based on the information and explanation received form the Company, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b) t he 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 affairs of the Company as on March 31, 2025 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts 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 were operating effectively; and

f) t he Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on date of the report, the Board of Directors of the Company comprises of 11 (eleven) Directors, of which 5 (five) are Executive Directors, 6 (six) Non-Executive Independent

Directors including 2 (two) Women Non-Executive Independent Directors. The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Act and Regulation 17 of the Listing Regulations, as amended from time to time.

The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, all the Independent Directors satisfy the criteria of independence as defined under the Act, rules framed thereunder and the Listing Regulations, and that they are independent of the Management of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014. In terms of the requirements under the Listing Regulations, the Board has identified list of key skills, expertise and core competencies of the Board, including the Independent Directors, details of which are provided as part of the Corporate Governance Report.

As on March 31, 2025, the Key Managerial Personnel (''KMP'') of the Company were: Mr. Mukesh Shah, Chairman and Whole-time Director, Mr. Jayen Shah, Managing Director; Mr. Tushar Shah, Whole Time Director and Chief Executive Officer; Mr. Bimal Shah, Whole Time Director, Mr. Nikhil Kamat, Whole Time Director, Ms. Sonali Bhadani, Chief Financial Officer and Ms. Pooja Lohor, Company Secretary.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNELRetirement by Rotation

In accordance with the provisions of Section 152 of the Act read with the rules made thereunder and the Articles of Association of the Company, Mr. Bimal Shah, retires by rotation at the 23^rd AGM and being eligible, has offered himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of

the AGM Notice. The brief details of Mr. Bimal Shah, who is proposed to be re-appointed as required under Secretarial Standard 2 ("SS-2â) and Regulation 36 of the Listing Regulations is being provided in the Notice convening the AGM of the Company.

Continuation of tenure of Whole Time Director

In accordance with the provisions of Sections 196(3), 197 and other applicable provisions of the Act read with Schedule V and the applicable Rules made thereunder, including Listing Regulations the Board of Directors at its meeting held on May 08, 2025, approved the continuation of Mr. Mukesh Shah (DIN: 00106799) as Whole Time Director of the Company, notwithstanding his attaining the age of 70 years during his tenure. His continuation in office till the end of his current term i.e., November 05, 2027, on the terms and conditions approved by the members at the 20^th Annual General Meeting held on August 23, 2022, is subject to the approval of the members at the ensuing Annual General Meeting.

NUMBER OF BOARD MEETINGS:

The Board met 4 (four) times during the year under review on May 10, 2024; July 30, 2024; November 08, 2024 and February 04, 2025 respectively. The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF THE BOARD:

As on the date of this report, the Board has the following committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders'' Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee.

vi) Executive Committee

vii) Strategic Growth Committee

All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board.

Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee of the Company (''NRC'') has defined the evaluation criteria, procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The performance of the Board and its functioning were evaluated based on various criteria including expertise and experience of the Board, industry knowledge, diversity, Board Meeting procedure, Board Development, succession planning etc.

All committees of the Board were evaluated based on various criteria including their function and duties, periodical reporting to the Board along with their suggestions and recommendations and procedure of the Meetings etc.

In a separate meeting of Independent Directors held on March 24, 2025, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of Chairperson was done based on criteria which among others included managing relationship with shareholders and employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by entire Board based on the criteria which includes participation at Board/ Committee Meetings, managing relationships with other fellow members and senior management, personal attributes like ethics and integrity etc.

The Board and NRC reviewed the performance of the Board, its Committees and of the Directors. The same was discussed in the Board Meeting and the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY:

The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the Listing Regulations which is available on website of the Company i.e. https://www. fineorganics.com/investor-policies/

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an adequate system of internal financial controls that is commensurate with the size, scale and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards, safeguarding of its assets, prevention and detection of errors and frauds and timely preparation of reliable financial information.

AUDITORS:I. Statutory Auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) were re-appointed as the Statutory Auditors for 3 (three) consecutive years at 20^th Annual General Meeting("AGM") and will complete their second term at the conclusion of the 23^rd Annual General Meeting.

Pursuant to the provisions of Section 139 of the Act, the Board at its meeting held on May 08, 2025 based on the recommendation of the Audit Committee, appointed M/s. CNK & Associates LLP, Chartered Accountants (Firm registration No. 101961W), as the Statutory Auditor of the Company for a term of 5 (five) consecutive years, from the conclusion of 23^rd AGM upto the conclusion of 28^th AGM to be held in the year 2030. Accordingly, the Statutory Auditors will hold office until the conclusion of 28^th AGM of the Company. Your Directors recommend that the proposed resolution relating to the appointment of Statutory Auditors to be passed by requisite majority in ensuing AGM.

The Auditor''s Report as received from M/s B Y & Associates on the financial statements of the Company for the Financial Year ended March 31, 2025 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. The Audit Committee periodically reviews the independence of Auditors through quarterly affirmations, review of nonaudit services, internal checks and balances to mitigate conflict of interest, etc.

II. Cost Accounts and Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. Your Company has made and maintained the cost accounts and records, as required. Accordingly, the Board at its meeting held on May 08, 2025 based on the recommendation of the Audit Committee, appointed Y. R. Doshi & Associates, Cost Accountants (Firm registration no.: 000286), as the Cost Auditors of the Company to conduct audit of the cost records for the Financial Year ending March 31, 2026.

A remuneration of '' 4,00,000/- (Rupees Four Lakhs only) plus applicable taxes and out of pocket expenses, has been fixed for the Cost Auditors, subject to the ratification of such fees by the Members at the 23^rdAGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2026, forms part of the Notice of the 23^rd AGM. The Company has received requisite consent and certificate of eligibility from Y. R. Doshi & Associates, Cost Accountants.

During the year under review, the Cost Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

III. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations the Board at its meeting held on May 08, 2025 subject to approval of members at the 23^rd Annual General Meeting of the Company and based on the recommendation of the Audit Committee, approved the appointment of M/s. NKS & Co. Practicing Company Secretaries, having Firm Registration No. -P2025MH105200 and Peer review No. 1225/2021, as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from the conclusion of 23^rd AGM upto the conclusion of 28^thAGM to be held in the year 2030 to conduct audit of the secretarial records. The Company has received consent and eligibility letter from M/s. NKS & Co. Practicing Company Secretaries to act as such. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors to be passed by requisite majority in ensuing AGM.

The Secretarial Audit Report issued by M/s. Ks & Associates on May 08, 2025 in form MR-3 for Financial Year 2024-25 is enclosed as âAnnexure Iâ to this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

RISK MANAGEMENT:

Risk Management is an integral part of the Company''s operations. The Company evaluates risks that can impact its strategic, operational, compliance and reporting objectives. Mechanisms for identification and prioritisation of risks include scanning the business environment and continuous monitoring of internal risk factors. Major risks identified by the Company''s business and functions are systematically addressed through mitigating actions on a continuing basis. The Board of Directors has constituted Risk Management Committee (RMC). The RMC is chaired by an Independent Director. The RMC closely monitors risk management efforts and provides insights for effective Risk Management across our operations. A detailed note on risk management is given under financial review section of the Management Discussion and Analysis of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Standalone Ind AS financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS (âRPTsâ):

In line with the requirements of the Act and the Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions and the same is available on its website at https://www.fineorganics. com/investor-policies/. The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

All transactions with related parties are placed before the Audit Committee for its review and approval. Before the commencement of each Financial Year, an omnibus

approval from Audit Committee is obtained for related party transactions for such year which are repetitive in nature, based on the approved criteria. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted on a quarterly basis.

All transactions with related parties entered into during Financial Year 2024-25 were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and rules made thereunder, the Listing Regulations and the Company''s Policy on Related Party Transactions.

During the year under review, there were no transactions for which consent of the Board was required to be taken in terms of Section 188(1) of the Act and accordingly, no disclosure is required in respect of the related party transactions in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the Listing Regulations requiring approval of the Members during the year under review. Details of the related party transactions are given in the notes of the standalone financial statements setting out the disclosures on related party transactions for Financial Year 2024-25.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has developed a CSR framework in line with Section 135 of the Act read with Schedule VII thereto which focuses on Education, Healthcare, Women Empowerment, Eradicating extreme hunger and poverty etc.

The Board of Directors has constituted the Corporate Social Responsibility Policy of the Company and it is available on the website of the Company i.e. https://www.fineorganics.com/ investor-policies/

The Report on Corporate Social Responsibility (CSR) including the constitution of the Corporate Social Responsibility Committee and activities undertaken during the Financial Year 2024-25 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as âAnnexure IIâ to this Report.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for Financial Year 2024-25 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return for Financial Year 2024-25 prepared in accordance with Section 92(3) of the Act is made available on the website of the Company at https://www.fineorganics.com/investor-agm-documents/

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

The information required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure IIIâ to this report.

The statement containing particulars of employees as required under section 197 of the Act read with Rule 5 (2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, this Report and accounts are being sent to the members and others entitled thereto, excluding the information on particulars of employees which is available for inspection by members at the Registered Office of the Company during business hours on all working days. Member who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at [email protected]

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and continues to be compliant with the requirements of Corporate Governance as prescribed in the Listing Regulations. In compliance with Regulation 34 of the Listing Regulations and other applicable provisions of the Listing Regulations, a separate report on Corporate Governance along with the Certificate of Compliance from the Secretarial Auditor forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report, capturing your Company''s performance,

industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is presented in a separate section forming an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company has been conducting business in a sustainable manner and to create maximum value for all its stakeholders. Business Responsibility and Sustainability Report for Financial Year 2024-25 in accordance with Regulation 34(2)(f) of the Listing Regulations, forms an integral part of this Annual Report. The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

In accordance with the provisions of Section 177 (9) of the Act and requirements of Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been incorporated in the Whistle Blower Policy for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code for Prevention of Insider Trading. The Whistle Blower Policy is uploaded on the website of your Company at https://www. fineorganics.com/investor-policies/

PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at workplace and has adopted policy on Prevention of Sexual Harassment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to the employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. Separate Internal Complaints Committee has also been set up to redress complaints received on sexual harassment at head office as well as at all plant locations. The Committee conducts sensitisation workshops to inform the employees about their rights w.r.t. sexual harassment of women at workplace. The Company has not received any complaint of sexual harassment during the Financial Year 2024-25.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and

outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure IVâ to this report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the report other than those mentioned under any section of this Annual Report.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with all the applicable provisions of Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, WHICH WOULD IMPACT THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year under review, there were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

OTHER DISCLOSURES:

â¢ There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

â¢ The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

â¢ Since the unpaid dividend amount initially transferred by the Company to its Unpaid Dividend Account has not

completed seven years since its transfer, the details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority has not been appended to the Corporate Governance report.

ACKNOWLEDGEMENTS:

to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Mar 31, 2024

The Directors have pleasure in presenting their Twenty-second Annual Report along with the audited Standalone as well as Consolidated financial statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS AND STATE OF AFFAIRS:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	for the year ended	for the year ended	for the year ended	for the year ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
REVENUE & PROFITS
Total Revenue from operations	1,95,114.29	3,02,914.62	2,12,295.17	3,02,307.66
Profit before interest, Tax & Depreciation	55,251.94	84,537.03	60,326.64	89,345.50
Less: Interest & Finance Charges	232.01	446.08	243.30	456.72
Less: Depreciation	5,614.63	4,788.83	5,614.87	4,789.30
Profit for the year before Tax & exception items	49,405.30	79,302.12	54,468.47	84,099.42
Exceptional item	(56.32)	-	(56.32)	-
Profit for the year before Tax Profit for the year before Tax & exception items	49,348.98	79,302.12	54,412.15	84,099.42
Less: Provision for Taxation
- Current	12,850.00	20,500.00	13,454.99	22,543.58
- Deferred	(256.17)	(257.78)	(232.25)	(254.39)
Short (Excess) provision for earlier years	-	-	-	-
Net Profit/(Loss) after Tax	36,755.15	59,059.89	41,189.41	61,810.23
Other comprehensive income	(80.05)	63.11	(80.05)	63.11
Total Comprehensive Income	36,675.10	59,123.00	41,109.36	61,873.34
RETAINED EARNINGS
Opening Balance of Retained Earnings	1,49,661.20	93,360.71	1,53,300.94	94,250.11
Add: Profit for the year	36,755.15	59,059.89	41,189.41	61,810.23
Less: Appropriations:	-	-	-	-
Final Dividend	2,759.40	2,759.40	2,759.40	2,759.40
Transferred to Other Reserve/ Noncontrolling interest	-	-	-	-
Balance as at end of the Year	1,83,656.95	1,49,661.20	1,91,730.95	1,53,300.94

The Standalone as well as the Consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (''Ind AS'').

On a consolidated basis, the revenue from operations decreased to '' 2,12,295.17 Lakhs in FY 2023-24 from '' 3,02,307.66 Lakhs in FY 2022-23. The profit before tax decreased to '' 54,412.15 Lakhs in FY 2023-24 from '' 84,099.42 Lakhs in FY 2022-23.

On a standalone basis, the revenue from operations decreased to '' 1,95,114.29 Lakhs in FY 2023-24 from '' 3,02,914.62 Lakhs in FY 2022-23. The profit before tax decreased to '' 49,348.98 Lakhs in FY 2023-24 from '' 79,302.11 Lakhs in FY 2022-23.

For more details on the Consolidated and Standalone financial results, please refer to Management Discussion and Analysis Report which forms a part of this Annual Report.

SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company. The Paid-up share capital of the Company as on March 31, 2024 is '' 1,533 Lakhs divided into 3,06,59,976 equity shares of '' 5/- each.

DIVIDEND:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations''), the Company has adopted the Dividend Distribution Policy, which details various parameters subject to consideration of which the Board may recommend or declare Dividend. The Dividend Distribution Policy is available on the Company''s website at https:// www.fineorganics.com/investor-policies/. Your Directors are pleased to recommend a Final Dividend of '' 10 /- per equity share of the face value of '' 5/- each fully paid-up for the financial year ended March 31, 2024.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for the FY 2023-24, after all appropriations and adjustments was '' 1,83,656.95 Lakhs.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 ("the Act"), a statement containing the salient features of financial statements of the Company''s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

The separate financial statements of the subsidiaries are also available on the website of the Company at www.fineorganics. com and will also be made available for inspection by the members at the Registered Office of the Company during business hours on all working days as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary.

During the year under review, Fine Organic Industries (SEZ) Private Limited was incorporated in India on

October 10, 2023 as wholly owned subsidiary of the Company for manufacturing specialty chemical additives. Further, the Board in its meeting held on November 11, 2021 approved the termination of Joint Venture Agreement with Adcotech GmbH for the Company i.e. FineADD Ingredients GmbH subject to the completion of applicable regulatory formalities. The liquidation of the said joint venture entity was completed during this year and the company ceased to exist with effect from November 21, 2023.

As on March 31, 2024, the Company has three subsidiaries i.e. Fine Organics (USA), Inc., Fine Organics Europe BV and Fine Organic Industries (SEZ) Private Limited and two joint venture companies i.e. Fine Zeelandia Private Limited and Fine Organic Industries (Thailand) Co., Ltd.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

b) t he 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 affairs of the Company as on March 31, 2024 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts 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 were operating effectively; and

f) t he directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Presently, the Board of Directors of the Company comprises 5 (five) Executive Directors and 6 (six) Non-Executive Independent Directors including 2 (two) women Non-Executive Independent Directors.

Change in Leadership Team

Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board of Directors of the Company at its meeting held on February 02, 2024 reviewed the roles and responsibilities of leadership team of the Company and approved inter-alia the following:

Mr. Mukesh Shah (DIN: 00106799) was re-designated from Chairman and Managing Director to Chairman and Whole Time Director of the Company with effect from April 01, 2024. The shareholders of the Company by way of postal ballot on March 26, 2024 approved the re-designation of Mr. Mukesh Shah as a Chairman and Whole Time Director of the Company with effect from April 01, 2024. All other terms and conditions of his appointment, as approved by the shareholders in the 20^th Annual General Meeting dated August 23, 2022 shall remain valid and in full force and effect.

Mr. Jayen Shah (DIN: 00106919) was re-designated from Whole Time Director and Chief Executive Officer to Managing Director of the Company with effect from April 01, 2024. The shareholders of the Company by way of postal ballot on March 26, 2024 approved the re-designation of Mr. Jayen Shah as a Managing Director of the Company with effect from April 01, 2024. All other terms and conditions of his appointment, as approved by the shareholders in the 20^thAnnual General Meeting dated August 23, 2022 shall remain valid and in full force and effect.

Mr. Tushar Shah (DIN: 00107144) was re-designated from Whole Time Director and Chief Financial Officer to Whole Time Director and Chief Executive Officer of the Company with effect from April 01, 2024. All the other terms and conditions of his appointment, as approved by the shareholders in the 20^th Annual General Meeting dated August 23, 2022 shall remain valid and in full force and effect.

Based on recommendation of the NRC, the Board of Directors of the Company appointed Ms. Sonali Bhadani, Senior Vice President - Finance of the Company as the Chief Financial Officer of the Company with effect from April 01, 2024.

Appointment

Based on the recommendation of the NRC, the Board at its meeting held on February 02, 2024, appointed Ms. Rashi Mehta (DIN: 10420079), as an Additional Director in the capacity of Non-Executive and Independent Director of the Company, with effect from February 02, 2024 for a term of 5 (five) consecutive years till February 01, 2029. The shareholders of the Company by way of postal ballot on March 26, 2024 approved the appointment of Ms. Rashi Mehta as a Non-Executive and Independent Director of the Company for the aforesaid tenure.

Retirement by Rotation

Mr. Tushar Shah (DIN: 00107144) retires by rotation and being eligible has offered himself, for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the Notice. The brief details of Mr. Tushar Shah, who is proposed to be re-appointed as required under Secretarial Standard 2 (âSS-2â) and Regulation 36 of the Listing Regulations is being provided in the Notice convening the AGM of the Company.

The Non-Executive and Independent Directors of the Company and their relatives had no material pecuniary relationship or transactions with the Company or its subsidiaries, during the three immediately preceding financial years or during the current financial year, apart from receiving remuneration as Non-Executive and Independent Director.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors of the Company have submitted declarations stating that they meet the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed there under read with Regulation 16 (1) (b) of the Listing Regulations. Pursuant to Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise, proficiency and they hold the highest standards of integrity.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

As on March 31, 2024, the Key Managerial Personnel (''KMP'') of the Company were: Mr. Mukesh Shah, Chairman and Managing Director; Mr. Jayen Shah, Whole Time Director and Chief Executive Officer; Mr. Tushar Shah, Whole Time Director and Chief Financial Officer; Mr. Bimal Shah, Whole Time Director, Mr. Nikhil Kamat, Whole Time Director and Ms. Pooja Lohor, Company Secretary.

Based on the above restructuring in the Board and KMPs, the KMPs of the Company with effect from April 01, 2024 are: Mr. Mukesh Shah, Chairman and Whole-time Director, Mr. Jayen Shah, Managing Director; Mr. Tushar Shah, Whole Time Director and Chief Executive Officer; Ms. Sonali Bhadani, Chief Financial Officer and Ms. Pooja Lohor, Company Secretary

NUMBER OF BOARD MEETINGS:

The Board met five times during the year under review on May 24, 2023, July 26, 2023, October 17, 2023, October 30, 2023 and February 02, 2024 respectively. The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF THE BOARD:

As on the date of this report, the Board has the following committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders'' Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee.

vi) Executive Committee

vii) Strategic Growth Committee

All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board.

Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of Chairperson was done based on criteria which among others included managing relationship with shareholders and employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by entire Board based on the criteria which includes participation at Board/Committee Meetings, managing relationships with other fellow members and senior management, personal attributes like ethics and integrity etc.

NOMINATION AND REMUNERATION POLICY:

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an adequate system of internal financial controls that is commensurate with the size, scale and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards, safeguarding of its assets, prevention and detection of errors and frauds and timely preparation of reliable financial information.

AUDITORS:I. Statutory Auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) whose term of office was until the conclusion of the 20^th AGM of the Company were re-appointed as the Statutory Auditors of the Company at the 20^th AGM held on August 23, 2022 for a further term of 3 years i.e. from the conclusion of the 20^th AGM up to the conclusion of the 23 ^rd AGM to be held in the year 2025. As per the provisions of Section 139 of the Act, M/s B Y & Associates have confirmed that they are not disqualified from continuing as the Auditors of the Company. The report of the Statutory Auditors for the FY 2023-24 alongwith notes to Schedules is a part of the Annual Report. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

II. Cost Accounts and Cost Auditors

The Company is required to make and maintain cost records for its products as specified by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, the Company has been making and maintaining the records as required. The Cost Audit Report for the year ended March 31, 2023 was filed with the Central Government within the prescribed time.

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s Y. R. Doshi & Associates, Cost Accountants, Mumbai (Firm Registration No. 000286) as the Cost Auditors of the Company to audit the cost records for the financial year 2024-25. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration

payable for FY 2024-25 is listed as Item No. 5 of the AGM Notice as an Ordinary Resolution.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Kartik Shah of M/s. Ks & Associates - Company Secretaries, Mumbai (Certificate of Practice Number 5163) to undertake the Secretarial Audit of the Company for the FY 2023-24. Further, the report of the Secretarial Auditor for the FY 2023-24 is appended as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act. Therefore, the details of same are not provided herein.

RISK MANAGEMENT:

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS:

Particular of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the

Standalone Ind AS financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS (âRPTsâ):

All transactions with related parties (including material transactions) during the FY 2023-24 were reviewed and approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval was obtained for RPTs which were of repetitive nature, in the ordinary course of business and on an arm''s length basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on a quarterly basis.

In line with the requirements of the Act, read with the amended Listing Regulations, the Company revised its Policy on Related Party Transactions and the same is available on its website at https://www.fineorganics.com/investor-policies/ The Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

None of the transactions with related parties fall under the scope of Section 188 (1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is not applicable to the Company for the FY 2023-24 and hence, does not form part of this report. Details of the related party transactions are given in the notes to the financial statements.

Details of RPTs entered into by the Company, in terms of Ind AS-24 are disclosed in notes to the standalone/consolidated financial statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company has developed a CSR framework in line with Section 135 of the Act read with Schedule VII thereto which focuses on Education, Healthcare, Women Empowerment, Eradicating extreme hunger and poverty etc.

The Report on Corporate Social Responsibility (CSR) including the constitution of the Corporate Social Responsibility Committee and activities undertaken during

the FY 2023-24 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as "Annexure B" to this Report.

Further, the Chief Financial Officer of the Company has certified that CSR spends of the Company for FY 202324 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.

ANNUAL RETURN:

As per the requirements of Section 92 (3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return for the FY 2023-24 is made available on https://www.fineorganics.com/investor-agm-documents/

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

The statement containing particulars of employees as required under section 197 of the Act read with Rule 5 (2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms an integral part of this report. In terms of Section 136 of the Act, this Report and accounts are being sent to the members and others entitled thereto, excluding the information on particulars of employees which is available for inspection by members at the Registered Office of the Company during business hours on all working days. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company or send an email at [email protected]

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and continues to be compliant with the requirements of Corporate Governance as prescribed in the Listing Regulations. In compliance with Regulation 34 and other applicable provisions of the Listing Regulations, a separate report on Corporate Governance along with the Certificate of Compliance from the Practicing Company Secretary forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and

Analysis Report, capturing your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is presented in a separate section forming an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Company has been conducting business in a sustainable manner and to create maximum value for all its stakeholders. Business Responsibility and Sustainability Report for FY 2023-24 in accordance with Regulation 34(2)(f) of the Listing Regulations, forms an integral part of this Annual Report. The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

PREVENTION OF SEXUAL HARASSMENT:

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure D" to this report.

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report other than those mentioned under any section of this Annual Report.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SECRETARIAL STANDARDS:

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, WHICH WOULD IMPACT THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company''s operations in future.

OTHER DISCLOSURES:

a. There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are

no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

b. Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c. Since the unpaid dividend amount initially transferred by the Company to its Unpaid Dividend Account has not completed seven years since its transfer, the details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority has not been appended to the Corporate Governance report.

ACKNOWLEDGEMENTS:

The Board of Directors thank for the continued support and co-operation by customers, vendors, investor, bankers, government and regulatory authorities and stock exchanges during the year under review. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

Mar 31, 2023

The Directors have pleasure in presenting their twenty-first Annual Report along with the audited Standalone as well as Consolidated financial statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS AND STATE OF AFFAIRS:

('' in lakhs)
Particulars	Standalone		Consolidated
	for the year ended March 31, 2023	for the year ended March 31, 2022	for the year ended March 31, 2023	for the year ended March 31, 2022
REVENUE & PROFITS
Total Revenue from operations	3,02,914.62	1,85,842.83	3,02,307.66	1,87,625.92
Profit before Interest, Tax & Depreciation	84,537.63	38,172.37	89,346.11	39,653.96
Less: Interest & Finance Charges	446.69	505.64	457.39	510.91
Less: Depreciation	4,788.83	3,990.01	4,789.30	3,990.28
Profit for the year before Tax	79,302.11	33,676.72	84,099.42	35,152.77
Less: Provision for Taxation
- Current	20,500.00	8,750.00	22,543.58	9,313.85
- Deferred	(257.78)	(140.21)	(254.39)	(131.99)
Short (Excess) provision for earlier years	-	-	-	-
Net Profit/(Loss) after Tax	59,059.89	25,066.93	61,810.23	25,970.91
Other Comprehensive Income	63.11	271.50	63.11	271.50
Total Comprehensive Income	59,123.00	25,338.43	61,873.34	26,242.41
RETAINED EARNINGS
Opening Balance of Retained Earnings	93,360.71	71,666.38	94,250.11	71,540.99
Add: Profit for the year	59,059.89	25,066.93	61,810.23	26,091.64
Less: Appropriations:	-	-	-	-
Final Dividend	2,759.40	3,372.60	2,759.40	3,372.60
Transferred to Other Reserve/ Non-Controlling Interest	-	-	-	9.92
Balance as at end of the Year	1,49,661.20	93,360.71	1,53,300.94	94,250.11

The Standalone as well as the Consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (''Ind AS'').

On a consolidated basis, the revenue from operations increased to '' 3,02,307.66 lakhs in F.Y. 2022-23 from '' 1,87,625.92 lakhs in F.Y. 2021-22. The profit before tax increased to '' 84,099.42 lakhs in F. Y. 2022-23 from '' 35,152.77 lakhs in F.Y. 2021-22.

On a standalone basis, the revenue from operations increased to '' 3,02,914.62 lakhs in F.Y. 2022-23 from '' 1,85,842.83 lakhs in F.Y. 2021-22. The profit before tax increased to '' 79,302.11 lakhs in F. Y. 2022-23 from '' 33,676.72 lakhs in F.Y. 2021-22.

For more details on the Consolidated and Standalone financial results, please refer to the Management Discussion

and Analysis Report which forms a part of this Annual Report. SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company. The Paid-up share capital of the Company as on March 31, 2023, is '' 1,533.00/- lakhs divided into 3,06,59,976 equity shares of '' 5/- each.

DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of '' 9/- per equity share of the face value of '' 5/- each fully paid-up for the financial year ended March 31, 2023.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for the F.Y. 2022-23, after all appropriations and adjustments was '' 1,49,661.20 lakhs.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

As on March 31, 2023, the Company has two subsidiaries

i.e. Fine Organics (USA), Inc. and Fine Organics Europe BV and two joint venture companies i.e. Fine Zeelandia Private Limited and Fine Organic Industries (Thailand) Co. Limited.

Further, the Board in its meeting held on November 11, 2021 approved the termination of Joint Venture Agreement with Adcotech GmbH for the Company i.e. FineADD Ingredients GmbH subject to the completion of applicable regulatory formalities. The said Company is presently in the process of liquidation.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âthe Actâ), a statement containing the salient features of financial statements of the Company''s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

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 affairs of the Company as on March 31, 2023 and of the profit of the Company for that period;

d) the directors have prepared the annual accounts 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 were operating effectively; and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Presently, the Board of Directors of the Company comprises 5 (five) Executive Directors and 5 (five) Non-Executive Independent Directors including one Independent Woman Director.

Cessation

Mr. Prakash Kamat, Chairman and Executive Director of the Company left for his heavenly abode on June 17, 2022, and ceased to be the Director of the Company from that date.

Appointment

Based on the recommendation of Nomination and Remuneration Committee (NRC), the Board of Directors appointed Mr. Nikhil Kamat (DIN:00107233) as a Whole Time Director of the Company for a period of 5 years w.e.f. June 27, 2022, subject to the approval of shareholders. The shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the appointment of Mr. Nikhil Kamat as the Whole Time Director for the above mentioned tenure.

Re-appointment

The following Directors were reappointed at the Twentieth Annual General Meeting of the Company held on August 23, 2022.

1. Mr. Mukesh Shah (DIN: 00106799) was appointed as a Managing Director of the Company for a period of 5 years with effect from November 06, 2017. Based on the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual

General Meeting held on August 23, 2022, approved the reappointment of Mr. Mukesh Shah as a Chairman and Managing Director of the Company for a further period of 5 years w.e.f. November 06, 2022.

2. Mr. Jayen Shah (DIN: 00106919) was appointed as a Whole Time Director and Chief Executive Officer of the Company for a period of 5 years with effect from November 06, 2017. Based on the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Jayen Shah as a Whole Time Director and Chief Executive Officer of the Company for a further period of 5 years w.e.f. November 06, 2022.

3. Mr. Tushar Shah (DIN: 00107144) was appointed as a Whole Time Director and Chief Financial Officer of the Company for a period of 5 years with effect from November 06, 2017. Based on the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Tushar Shah as a Whole Time Director and Chief Financial Officer of the Company for a further period of 5 years w.e.f. November 06, 2022.

4. Mr. Bimal Shah (DIN: 03424880) was appointed as a Whole Time Director of the Company for a period of 5 years with effect from November 06, 2017. Based on the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Bimal Shah as a Whole Time Director of the Company for a further period of 5 years w.e.f. November 06, 2022.

5. Mr. Prakash Apte (DIN: 00196106) completed his first term as Independent Director of the Company on November 12, 2022. On the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Prakash Apte as Independent Director of the Company for a second term of 5 years commencing from November 13, 2022.

6. Mr. Mahesh Sarda (DIN: 00023776) completed his first term as Independent Director of the Company on November 12, 2022. On the recommendation of NRC and the Board of Directors, the shareholders of

the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Mahesh Sarda as Independent Director of the Company for a second term of 5 years commencing from November 13, 2022.

7. Mr. Thiruvengadam Parthasarathi (DIN: 00016375) completed his first term as Independent Director of the Company on November 12, 2022. On the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Thiruvengadam Parthasarathi as Independent Director of the Company for a second term of 5 years commencing from November 13, 2022.

8. Ms. Pratima Umarji (DIN: 05294496) completed her first term as Independent Director of the Company on November 12, 2022. On the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Ms. Pratima Umarji as Independent Director of the Company for a second term of 5 years commencing from November 13, 2022.

9. Mr. Kaushik Shah (DIN 00124756) completed his first term as Independent Director of the Company on January 23, 2023. On the recommendation of NRC and the Board of Directors, the shareholders of the Company at its Twentieth Annual General Meeting held on August 23, 2022, approved the reappointment of Mr. Kaushik Shah as Independent Director of the Company for a second term of 5 years commencing from January 24, 2023.

Mr. Jayen Shah (DIN: 00106919) retires by rotation and being eligible has offered himself for re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the Notice. The brief details of Mr. Jayen Shah, who is proposed to be re-appointed as required under Secretarial Standard 2 (âSS-2â) and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the âListing Regulationsâ) is being provided in the Notice convening the Annual General Meeting (âAGMâ) of the Company.

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Director''s Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of provisions of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (''KMP'') of the Company as on March 31, 2023, were: Mr. Mukesh Shah, Chairman and Managing Director; Mr. Jayen Shah, Whole Time Director and Chief Executive Officer; Mr. Tushar Shah, Whole Time Director and Chief Financial Officer; Mr. Bimal Shah, Whole Time Director, Mr. Nikhil Kamat, Whole Time Director and Ms. Pooja Lohor, Company Secretary.

NUMBER OF BOARD MEETINGS:

The Board met five times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF THE BOARD:

As on the date of this report, the Board has the following committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee.

vi) Executive Committee

vii) Strategic Growth Committee

All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board.

Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee of the Company (''NRC'') has defined the evaluation criteria, and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of the Chairperson was done based on criteria which among others included managing relationship with shareholders and employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by whole Board based on the criteria which include participation at Board/ Committee Meetings, managing relationships with other fellow members and senior management, personal attributes like ethics and integrity etc.

The Board and NRC reviewed the performance of the Board, its Committees and the Directors. The same was discussed in the Board Meeting and the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Board was satisfied with the overall performance of the Board, Board Committees and individual Directors.

NOMINATION AND REMUNERATION POLICY:

The Company has in place a Nomination and Remuneration Policy for the Directors, KMP and other employees pursuant

to the provisions of the Act and the Listing Regulations which is available on the website of the Company i.e. https://www. fineorganics.com/investor-policies/

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has an adequate system of internal financial controls that is commensurate with the size, scale and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards, safeguarding its assets, prevention and detection of errors and frauds and timely preparation of reliable financial information.

AUDITORS:I. Statutory Auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) whose term of office was until the conclusion of the 20^th AGM of the Company were re-appointed as the Statutory Auditors of the Company at the 20^th AGM held on August 23, 2022, for a further term of 3 years i.e. from the conclusion of the 20^th AGM up to the conclusion of the 23 ^rd AGM to be held in the year 2025. As per the provisions of Section 139 of the Act, M/s. B Y & Associates have confirmed that they are not disqualified from continuing as the Auditors of the Company. The report of the Statutory Auditors for the F.Y. 2022-23 alongwith notes to Schedules is a part of the Annual Report. The report of the Statutory Auditors does not contain any qualification, reservation or adverse remark.

II. Cost Accounts and Cost Auditors

The Board, on the recommendation of the Audit Committee has approved the appointment of M/s. Y. R. Doshi & Associates, Cost Accountants, Mumbai (Firm Registration No. 000286) as the Cost Auditors of the Company to audit the cost records for the F.Y. 2023-24. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration

payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 5 of the AGM Notice as an Ordinary Resolution.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ks & Associates - Company Secretaries, Mumbai (Certificate of Practice Number 5163) to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. Further, the report of the Secretarial Auditor for the F.Y. 2022-23, is appended as âAnnexure Aâ to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of fraud committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act. Therefore, the details of same are not provided herein.

RISK MANAGEMENT:

Risk Management is an integral part of the Company''s operations. The Company evaluates risks that can impact its strategic, operational, compliance and reporting objectives. Mechanisms for the identification and prioritisation of risks include scanning the business environment and continuous monitoring of internal risk factors. Major risks identified by the Company''s business and functions are systematically addressed through mitigating actions on a continuing basis. The Board of Directors has constituted Risk Management Committee (RMC). The RMC is chaired by an Independent Director. The RMC closely monitors risk management efforts and provides insights for effective Risk Management across our operations. A detailed note on risk management is given under the financial review section of the Management Discussion and Analysis of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Standalone Ind AS financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

All transactions with related parties (including material transactions) during the F.Y. 2022-23 were reviewed and approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval was obtained for RPTs which were of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. The transactions entered into pursuant to the omnibus approval so granted were reviewed by Audit Committee on a quarterly basis. The particulars of contract or arrangments with related parties which fall within the purview of disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is enclosed in "Annexure Bâ.

Details of RPTs entered into by the Company, in terms of Ind AS-24 are disclosed in notes to the standalone/consolidated financial statements forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Report on Corporate Social Responsibility (CSR) including the constitution of the Corporate Social Responsibility Committee and activities undertaken during the F.Y. 2022-23 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as âAnnexure Câ to this Report.

ANNUAL RETURN:

As per the requirements of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return for the F.Y. 2022-23 will be available on https://www.fineorganics.com/investor-agm-documents/

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

The information required under Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as âAnnexure Dâ to this report.

The statement containing particulars of employees as required under section 197 of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, this Report and accounts are being sent to the members and others entitled thereto, excluding the information on particulars of employees which is available for inspection by members at the Registered Office of the Company during business hours on all working days. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and continues to be compliant with the requirements of Corporate Governance as prescribed in the Listing Regulations. In compliance with Regulation 34 and other applicable provisions of the Listing Regulations, a separate report on Corporate Governance along with the Certificate of Compliance from the Secretarial Auditor forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report, capturing your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is presented in a separate section forming an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the requirement of submitting a Business Responsibility Report (BRSR) is discontinued after F.Y. 2021-22 and thereafter with effect from F.Y. 2022-23, the top one thousand listed entities based on market capitalisation shall submit a Business Responsibility and Sustainability report in the format specified by SEBI. The

Company being among the top one thousand listed entities has prepared its Business Responsibility and Sustainability Report which is presented in a separate section forming an integral part of this Annual Report. The BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy, setting out the parameters and circumstances that the Board will take into account, in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The policy is available on the website of the Company and the web link thereto is: https://www. fineorganics.com/investor-policies/

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

In accordance with the provisions of Section 177(9) of the Act and requirements of Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been incorporated in the Whistle Blower Policy for Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code for Prevention of Insider Trading. The Whistle Blower Policy is uploaded on the website of your Company at https://www. fineorganics.com/investor-policies/

PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted policy on the Prevention of Sexual Harassment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to the employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. Separate Internal Complaints Committee has also been set up to redress complaints received on sexual harassment at head office as well as at all plant locations. The Committee conducts sensitisation workshops to inform the employees about their rights w.r.t. sexual harassment of women at the workplace. The Company has not received any complaint of sexual harassment during the F.Y. 2022-23.

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

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure Eâ to this report.

There are no material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year to which these financial statements relate and the date of the report other than those mentioned under any section of this Annual Report.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, WHICH WOULD IMPACT THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Companys operations in future.

ACKNOWLEDGEMENTS:

The Board of Directors thank for the continued support and co-operation by customers, vendors, investors, bankers, government and regulatory authorities and stock exchanges during the year under review. The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

For and on Behalf of the BoardMukesh Shah

Chairman and Managing Director Mumbai: May 24, 2023

Mar 31, 2022

The Directors hereby present their twentieth Annual Report along with the audited Standalone as well as Consolidated financial statements for the financial year ended March 31, 2022.

FINANCIAL RESULTS:

('' In lakhs)
Particulars	Standalone		Consolidated
	for the year ended March 31, 2022	for the year ended March 31, 2021	for the year ended March 31, 2022	for the year ended March 31, 2021
REVENUE & PROFITS
Total Revenue from operations	1,85,842.83	112,129.01	1,87,625.92	113,321.84
Profit before Interest, Tax & Depreciation	38,172.37	20,909.36	39,653.96	21,504.80
Less: Interest & Finance Charges	505.64	608.99	510.91	612.98
Less: Depreciation	3,990.01	4,676.49	3,990.28	4,676.91
Profit for the year before Tax	33,676.72	15,623.88	35,152.77	16,214.91
Less: Provision for Taxation
- Current	8,750.00	4,320.00	9,313.85	4,380.61
- Deferred	(140.21)	(190.89)	(131.99)	(201.42)
Short (Excess) provision for earlier years	-	1.59	-	1.59
Net Profit/(Loss) after Tax	25,066.93	11,493.18	25,970.91	12,034.13
Other Comprehensive Income	271.50	232.90	271.50	232.90
Total Comprehensive Income	25,338.43	11,726.08	26,242.41	12,267.03
RETAINED EARNINGS
Opening Balance of Retained Earnings	71,666.38	61,092.96	71,540.99	60,428.45
Add: Profit for the year	25,066.93	11,493.18	26,091.64	12,034.13
Less: Appropriations:	-	-	-	-
Final Dividend	3,372.60	919.76	3,372.60	919.76
Transferred to Other Reserve/ NonControlling Interest	-	-	9.92	1.83
Balance as at end of the Year	93,360.71	71,666.38	94,250.11	71,540.99

The financial results have been further discussed in detail in the Management Discussion and Analysis Report which forms a part of this Annual Report.

The Standalone as well as the Consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (''Ind AS'').

SHARE CAPITAL:

During the year under review, there was no change in the share capital of the Company. The Paid-up share capital of the Company as on March 31, 2022 is '' 1,533.00 lakhs divided into 3,06,59,976 equity shares of '' 5 each.

DIVIDEND:

Your Directors are pleased to recommend a Final Dividend of '' 9 per equity share of the face value of '' 5 each fully paid-up for the financial year ended March 31, 2022.

If the dividend, as recommended above, is declared by the Members at the ensuing Annual General Meeting (''AGM''), the total outflow towards dividend on Equity Shares for the year would be '' 2,759.40 lakhs. The dividend will be paid to those members whose names appear in the register of beneficial owners/register of members as at the close of business hours on August 16, 2022.

TRANSFER TO RESERVES:

The closing balance of the retained earnings of the Company for the financial year 2021-22, after all appropriations and adjustments was '' 93,360.71 lakhs.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

As on March 31, 2022, the Company has two subsidiaries i.e. Fine Organics (USA), Inc. and Fine Organics Europe BV and three joint venture companies i.e. Fine Zeelandia Private Limited, FineADD Ingredients GmbH and Fine Organic Industries (Thailand) Co., Ltd.

During the year, a joint venture company, Fine Organic Industries (Thailand) Co., Ltd. was incorporated on May 31, 2021. Further, the Board in its meeting held on November 11, 2021 approved the termination of Joint Venture Agreement with Adcotech GmbH for the Company i.e. FineADD Ingredients GmbH subject to the completion of applicable regulatory formalities. The said Company is presently under the process of liquidation.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 (âthe Actâ), a statement containing the salient features of financial statements of the Company''s subsidiaries and joint ventures in Form AOC-1 is attached to the financial statements of the Company.

The separate financial statements of the subsidiaries are also available on the website of the Company at www.fineorganics.com and will also be made available for inspection by the members at the Registered Office of the Company during business hours on all working days as required under Section 136 of the Act. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) i n the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there are no material departures;

b) t he 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 affairs of the Company as on March 31, 2022 and of the profit of the Company for that period;

d) the directors have prepared the annual accounts 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 were operating effectively; and

f) t he directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Presently, the Board of Directors of the Company comprises 5 (five) Executive Directors and 5 (five) Non-Executive Independent Directors including one woman Independent Director. During the financial year ended March 31, 2022, there has been no change in the Board of Directors.

Mr. Mukesh Shah (DIN: 00106799) retires by rotation and being eligible offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment forms part of the Notice. The brief details of Mr. Mukesh Shah, who is proposed to be re-appointed as required under Secretarial Standard 2 (âSS-2â) and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the âListing Regulationsâ) is being provided in the Notice convening the Annual General Meeting (âAGMâ) of the Company.

Cessation

On account of sad demise of Mr. Prakash Kamat, Chairman and Executive Director of the Company, he ceased to be a Director of the Company w.e.f. June 17, 2022.

Mr. Prakash Kamat was a Co-founder of the Company and the Company has immensely benefited from his vision, guidance and support during his long association. The Board of Directors and employees of Fine Organic Industries Limited deeply mourn this irreparable loss.

Re-appointment of Directors

The Board at its meeting held on June 27, 2022 approved the appointment of Mr. Mukesh Shah as the Chairman of the Board of the Company in addition to him being a Managing Director. Further, based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Mukesh Shah as a Managing Director of the Company for a further period of 5 years w.e.f. November 6, 2022. The Board recommends his re-appointment as the Managing Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Jayen Shah as a Whole Time Director and Chief Executive Officer of the Company for a further period of 5 years w.e.f. November 6, 2022. The Board recommends his re-appointment as the Whole Time Director and Chief Executive Officer for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Tushar Shah as a Whole Time Director and Chief Financial Officer of the Company for a further period of 5 years w.e.f. November 6, 2022. The Board recommends his re-appointment as the Whole Time Director and Chief Financial Officer for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Bimal Shah as a Whole Time Director of the Company for a further period of 5 years w.e.f. November 6, 2022. The Board recommends his re-appointment as the Whole Time Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Prakash Apte as an Independent Non-Executive Director of the Company for a further period of 5 years w.e.f. November 13, 2022. The Board recommends his re-appointment as an Independent Non-Executive Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Mahesh Sarda as an Independent Non-Executive Director of the Company for a further period of 5 years w.e.f. November 13, 2022. The Board recommends his re-appointment as an Independent Non-Executive Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Thiruvengadam Parthasarathi as an Independent Non-Executive Director of the Company for a further period of 5 years w.e.f. November 13, 2022. The Board recommends his re-appointment as an Independent Non-Executive Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Ms. Pratima Umarji as an Independent Non-Executive Director of the Company for a further period of 5 years w.e.f. November 13, 2022. The Board recommends her re-appointment as an Independent Non-Executive Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Based on the recommendation of the Nomination and Remuneration Committee of the Company the Board of Directors of the Company at its Meeting held on May 27, 2022 has proposed to re-appoint Mr. Kaushik Shah as an Independent Non-Executive Director of the Company for a further period of 5 years w.e.f. January 24, 2023. The Board

recommends his re-appointment as an Independent NonExecutive Director for which the approval of the Members is being sought in the Notice convening the AGM of the Company.

Pursuant to the provisions of Section 149(7) of the Act, the Independent Directors have submitted declarations stating that they meet the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed there under and Regulation 16 (1) (b) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

Appointment

Based on the recommendation of the Nomination and Remuneration Committee of the Company, the Board of Directors of the Company at its Meeting held on June 27, 2022 has appointed Mr. Nikhil Kamat as an Additional Director of the Company w.e.f. June 27, 2022 and further he was designated as the Whole Time Director of the Company for a period of 5 years w.e.f. June 27, 2022. The resolution seeking approval of the Members for regularisation of his directorship and appointment as Whole Time Director have been included in the Notice convening the AGM of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (''KMP'') of the Company as on March 31, 2022 were: Late Mr. Prakash Kamat, Chairman and Whole Time Director (since deceased on June 17, 2022); Mr. Mukesh Shah, Managing Director; Mr. Jayen Shah, Whole Time Director and Chief Executive Officer; Mr. Tushar Shah, Whole Time Director and Chief Financial Officer; Mr. Bimal Shah, Whole Time Director and Ms. Pooja Lohor, Company Secretary.

NUMBER OF BOARD MEETINGS:

The Board met four times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF THE BOARD:

As required pursuant to the Act and the Listing Regulations, the Company has formed all the statutory committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders'' Relationship Committee, the Corporate Social Responsibility Committee

and the Risk Management Committee. In addition, the Company has an Executive Committee.

There have been no instances where the Board did not accept the recommendations of the Audit Committee.

Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee of the Company (''NRC'') has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of Chairperson was done based on criteria which among others included managing relationship with shareholders and employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by whole Board based on the criteria which includes participation at Board/Committee Meetings, managing relationships with other fellow members and Senior management, personal attributes like ethics and integrity etc.

with the performance of the Board, Board Committees and individual Directors.

NOMINATION AND REMUNERATION POLICY:

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

AUDITORS:

I. Statutory Auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) were appointed as the Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 15^th AGM held on July 10, 2017 until the conclusion of the 20^th AGM of the Company to be held in the year 2022. The Audit Committee and the Board at their meetings held on May 26, 2022 and May 27, 2022 respectively, has approved and recommended the re-appointment of M/s. B Y & Associates, Chartered Accountants as the Statutory Auditors of the Company for a further term of 3 years from the conclusion of the 20^th AGM of the Company to be held on August 23, 2022 up to the conclusion of the 23^rd AGM to be held in the year 2025. Accordingly, a resolution seeking approval of the shareholders for the re-appointment of the Statutory Auditors is listed as Item No. 5 of the AGM Notice as an Ordinary Resolution. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

II. Cost Accounts and Cost Auditors

The Board, on the recommendation of the Audit Committee has approved the appointment of M/s Y. R. Doshi & Associates, Cost Accountants, Mumbai (Firm Registration No. 000286) as the Cost Auditors of the Company to audit the cost records for the financial year 2022-23. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 6 of the AGM Notice as an Ordinary Resolution.

III. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. KS & Associates - Company Secretaries, Mumbai (Certificate of Practice Number 5163) to undertake the Secretarial Audit of the Company for the financial year 2022-23. Further, the report of the Secretarial Auditor for the financial year 2021-22 is appended as âAnnexure Aâ to this report.

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

AUDIT COMMITTEE

During the year, there was no change in the composition of the Audit Committee. Accordingly, as on March 31, 2022, the Audit Committee comprised of Independent Directors Mr. Mahesh Sarda (Chairman), Mr. Thiruvengadam Parthasarathi (Member), Mr. Prakash Apte (Member), Mr. Kaushik Shah (Member) and Executive Directors Mr. Jayen Shah (Member) and Mr. Tushar Shah (Member). The terms of reference of the Audit Committee are included in Corporate Governance Report, which forms an integral part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ:

RISK MANAGEMENT FRAMEWORK:

Risk Management is an integral part of the Company''s operations. The Board of Directors has constituted Risk Management Committee (RMC) to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. Mechanisms for identification and prioritization of risks include scanning the business environment and continuous monitoring of internal risk factors. Major risks identified by the Company''s business and functions are systematically addressed through mitigating actions on a continuing basis. A detailed note on risk management is given under financial review section of the Management Discussion and Analysis of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particular of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Standalone Ind AS financial statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS:

None of the transactions with related parties fall under the scope of Section 188 (1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2 is not applicable to the Company for the financial year 2021-22 and hence, does not form part of this report. Details of the related party transactions are given in the notes to the financial statements.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors has constituted Corporate Social Responsibility Policy of the Company and it is available at https://www.fineorganics.com/investor-relations/corporate-governance/policies.

The Report on Corporate Social Responsibility (CSR) including constitution of the Corporate Social Responsibility Committee and activities undertaken during the financial year 2021-22 as per Rule 8 of the Companies (CSR Policy) Amendment Rules, 2021 is enclosed as âAnnexure Bâ to this Report.

ANNUAL RETURN:

As per the requirements of Section 92 (3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return for the financial year 2021-22 will be available on https://www.fineorganics.com/investor-relations/compliance/annual-general-meeting-documents.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION:

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and continues to be compliant with the requirements of Corporate Governance as prescribed in the Listing Regulations. In compliance with Regulation 34 and other applicable provisions of the Listing Regulations, a separate report on Corporate Governance along with the Certificate of Compliance from the Secretarial Auditor forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report pursuant to Regulation 34(2)(f) of the Listing Regulations is presented in a separate section forming an integral part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY:

https://www.fineorganics.com/investor-relations/corporate-

governance/policies.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

PREVENTION OF SEXUAL HARASSMENT:

The Company has zero tolerance towards sexual harassment at workplace and has adopted policy on Prevention of Sexual Harassment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to the employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2021-22.

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

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, WHICH WOULD IMPACT THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company''s operations in future.

ACKNOWLEDGEMENTS:

For and On Behalf of the BoardMukesh Shah

Chairman and Managing Director Mumbai: June 27, 2022

Mar 31, 2018

The Members,

The Directors have pleasure in presenting their Sixteenth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2018.

financial performance:

The Companyâs performance during the year ended 31^st March, 2018 compared to the previous financial year, is summarised below:

(Rs. in lakhs)

	standalone		consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Total Revenue from operations*	86,088.85	81,442.07	8,6041.70	81,589.09
Profit before Interest, Tax & Depreciation	18,035.70	15,096.82	17,438.64	14,889.71
Less : Interest & Finance Charges	312.25	435.84	315.46	438.89
Less : Depreciation	2,003.92	2,371.25	2,004.41	2,371.31
Profit for the year before Tax	15,719.53	12,289.73	15,118.77	1 2,079.51
Less : Provision for Taxation
- Current	5,650.00	4,500.00	5,650.00	4,500.00
- Deferred	(81.98)	(193.39)	(81.98)	(193.39)
Net Profit/(Loss) after Tax	10,133.50	7,997.48	9,532.74	7,787.27
Other Comprehensive Income	(15.59)	(20.86)	(15.59)	(20.86)
Total Comprehensive Income	10,117.91	7,976.62	9,517.15	7,766.41
RETAINED EARNINGs
Opening Balance of Retained Earnings	31,372.64	23,375.16	30,761.33	22,974.07
Add: Profit for the year	10,133.50	7,997.48	9,532.74	7,787.27
Add: Other comprehensive income	(15.59)	(20.86)	(15.59)	(20.86)
Less: Appropriations: Dividend	-	-	-	-
Final Dividend	2,299.50	-	2,299.50	-
Interim Dividend	-	-	-	-
Total Dividend on Equity Shares	2,299.50	-	2,299.50	-
Provision for Corporate Dividend Tax on Dividend	468.12	-	468.12	-
Balance as at end of the Year	39,312.34	32,984.05	38,025.35	32,321.03

* Revenue from operations for the year ended 31^st March, 2017 was inclusive of Excise Duty of Rs.3,673.46 lakhs, post introduction of Goods & Service Tax (GST) effective 1^st July, 2017. Revenue from operations for the year ended 31^st March 2018 is net off the related GST Rs.4,946.47 lakhs, accordingly the revenue from operations is strictly not comparable.

Pursuant to the notification dated 16^th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (âInd Asâ) notified under the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the financial statements accompanying this report are in Ind AS and the previous year figures have also been restated to the new Ind AS regulations to enable comparative study.

review of business & financial performance:

We are the largest manufacturer of oleochemical-based additives in India and a strong player globally in this industry. Our success is the result of sustained efforts over the decades in all areas of our business, such as product innovation, process technology improvements, increases in scale, improved raw material procurement and focus on cultural understanding of consumers.

During the year, we have produced a wide range of specialty plant derived oleochemical-based additives used in food, plastic, cosmetics, paint, ink, coatings and other specialty applications in various industries. As at 31^st March, 2018, we had a range of 387 different products sold under the âFine Organicsâ brand and we have 631 direct customers (i.e., end-users of our products) and 127 distributors (who sold our products to more than 5,000 customers) from 69 countries.

Our direct customers are multinational, regional and local players manufacturing consumer products and petrochemical companies and polymer producers globally. Our plastics additives and specialty additives are also used in the packaging of foods and other fast moving consumer goods.

During the financial year, the standalone revenue from operations (Net off Taxes) aggregating to Rs.85,204.10 lakhs as compared to Rs.77,768.61 lakhs achieved during the previous year registering the growth of 9.56% over previous financial year. The standalone Net Profit after Tax increased to Rs.10,133.50 lakhs from Rs.7,997.48 lakhs, a growth of 26.71 % over the previous Financial Year.

During the year under review, the Company has achieved consolidated revenue from operations (Net off Taxes) aggregating to Rs.85,1 56.95 lakhs as compared to Rs.77,915.63 lakhs achieved during the previous year registering the growth of 9.29% over previous financial year. The consolidated Net Profit after Tax increased to Rs.9,532.74 lakhs from Rs.7,787.27 lakhs, a growth of 22.54 % over the previous Financial Year.

AMALGAMATION ORDER PASSED BY NATIONAL COMPANY LAW TRIBUNAL (NCLT)

The Honâble National Company Law Tribunal (NCLT), Mumbai Bench has passed the Order on 19^th June, 2017 sanctioning the Scheme of Amalgamation between Fine Research and Development Centre Private Limited and Fine Speciality Surfactants Private Limited (âTransferor Companiesâ) with your Company.

The Company has filed the copy of the order with the Registrar of the Companies, Mumbai on 3^rd July, 2017 and the scheme became effective from the same date.

CONVERSION OF THE COMPANY FROM PRIVATE TO PUBLIC

Your Company was converted into a public limited company, the word âprivateâ was struck off from the name of the Company and consequently, a fresh certificate of incorporation dated 2^nd November, 2017 was issued by the RoC pursuant to conversion recording the change of our Companyâs name to âFine Organic Industries Limitedâ.

INITIAL PUBLIC OFFERING:

Your Company made an Initial Public Offer by way of an offer for sale for 76,64,994 equity shares at Rs.783/- per share aggregating to Rs.600.17 crores. Total 6 shareholders who participated in the growth of your Company offered their shares in the Initial Public Offer (IPO). The Issue was opened on 20^th June, 2018 and closed on 22^nd June, 2018. The IPO got overwhelming response from all the categories of investors and was subscribed around 9 times with QIB portion getting oversubscribed by 14.44 times, non-institutional portion by 18.76 times and the retail portion by 1.53 times. The trading of Equity Shares of the Company commenced on 2^nd July, 2018 on BSE Limited and the National Stock Exchange of India Limited.

We welcome all the new shareholders to become a part of the growth story of the Company in the future.

SHARE CAPITAL

During the year, pursuant to the scheme of amalgamation of Fine Research and Development Centre Private Limited and Fine Speciality Surfactants Private Limited with your Company (âthe scheme of amalgamationâ), the authorised share capital of the Company is increased from Rs.5,10,00,000/- (Rupees Five Crore Ten Lakh only) comprising 51,00,000 equity shares of face value of Rs.10/- (Rupees Ten only) each to Rs.5,20,00,000/- (Rupees Five Crore Twenty Lakh only) comprising 52,00,000 equity shares of face value of Rs.10/- (Rupees Ten only) each.

Further pursuant to the resolution passed by the shareholders in their Extra-ordinary General Meeting held on 22^nd September, 2017, the authorized share capital of your Company increased from Rs.5,20,00,000/- (Rupees Five Crore Twenty Lakh only) comprising 52,00,000 equity shares of face value of Rs.10/- (Rupees Ten only) each to Rs.20,00,00,000/- (Rupees Twenty Crore only) comprising 2.00.00.000 equity shares of face value of Rs.10/- (Rupees Ten only) each by creation of additional Rs.14,80,00,000/-(Rupees Fourteen Crore Eighty Lakh only) equity shares of Rs.10/- (Rupees Ten each).

Further on 6^th November, 2017 shareholders approved in their Extra-ordinary General Meeting, the sub-division of the face value of the Equity Shares from Rs.10 each to Rs.5 each in the authorised share capital of the Company i.e. Rs.20,00,00,000/- (Rupees Twenty Crore only) comprising 2.00.00.000 equity shares of face value of Rs.10/- (Rupees Ten only) to Rs.20,00,00,000/- (Rupees Twenty Crore only) comprising 4,00,00,000 equity shares of face value of Rs.5/-(Rupees Five only).

During the year, pursuant to the resolutions passed by the Board of Directors at its meeting held on 5^th July, 2017 and the scheme of amalgamation, 2,80,000 equity shares of face value of Rs.10 each were allotted to the shareholders of Fine Speciality Surfactants Private Limited and Fine Research and Development Centre Private Limited.

Further, pursuant to a resolution passed by our Shareholders on 22^nd September, 2017 in their Extra-Ordinary General Meeting, for issue of Bonus shares in the proportion of two equity shares for every one equity share, 1,02,19,992 equity shares were allotted to the shareholders as of the record date, being 10^th August, 2017 pursuant to the resolution passed by the Board in its meeting held on 16^th October, 2017.

The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs.7/- per equity share i.e. 140% of nominal value of Rs.5/each for the financial year 2017-18 subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend for the financial year will result in an outlay of Rs.2,583 lakhs (including Dividend Distribution Tax of Rs.437 lakhs).

TRANSFER TO RESERVES

The Board of Directors has not recommended transfer of any amount of profit to the General Reserve during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Section 129(3) of the Companies Act, 2013 and in view of notification issued by the Ministry of Corporate Affairs on Ind-AS, the Company has prepared consolidated financial statements of the Company and all its subsidiaries as per Ind-AS, which forms part of this Annual Report.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE

As on 31^st March, 2018, the Company has two subsidiaries and one joint venture Company as mentioned hereunder:

Fine Organics USA Inc. - Wholly Owned subsidiary

Fine Organics Europe BVBA - Subsidiary

Fine Zeelandia Private Limited - Joint Venture Company

However as on the date of the report, the Company has one more Joint Venture Company viz. âFineADD Ingredients GmbHâ. The Joint Venture Company has been formed under the laws of Germany with its registered office situated in Bitterfeld - Wolfen, Germany pursuant to the joint venture agreement dated 17^th January, 2018 between your company and ADCOTEC Gmbh. Both the parties will hold 50% of the issued and outstanding shares in the Joint Venture. The purpose of the Joint Venture is inter-alia (i) application, development, marketing, distribution and sale activities of inter alia derivatives of fatty acids esters, distill monoglyceride-emulsifier and enzyme formulations for use in bakery ingredients (the âProductsâ) within the food and additives markets of Europe (excluding the Russian Federation Republic (âTerritoryâ); (ii) establish a state of the art production facility; and (iii) set up a production plant for the Products in the Territory.

Pursuant to the provisions of sub section (3) of section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing the salient features of the financial statement of our subsidiaries and joint venture in the prescribed format AOC-1 is appended as âAnnexure Aâ to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and on armâs length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the financial year under review, none of the transactions entered into with related parties were material as defined under the Act and Listing Regulations. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website at https://www. fineorganics.com/investor-relations/corporate-governance/ policies. There were no transactions during the year which would require to be reported in Form AOC-2. Therefore, a Nil Report is attached as âAnnexure Bâ.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particular of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, form part of the notes to the Standalone Financial Statements provided in this Annual Report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS

The Statutory Audit Report and Secretarial Audit Report issued for the financial year ended 31^st March, 2018 do not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 âOTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENTâ

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

As on 31^st March, 2018, our Board comprises ten Directors, including five executive Directors and five independent Directors.

In the Extra-Ordinary General Meeting held on 6^th November, 2017, following existing Directors of the Company have been appointed /re-designated for a period of five consecutive years w.e.f 6^th November, 2017.

Sr.No	Name of the Directors	Designation
1.	Mr. Prakash Damodar Kamat (DIN 00107015)	Whole Time Director and Chairman
2.	Mr. Mukesh Maganlal Shah (DIN 00106799)	Managing Director
3.	Mr. Jayen Ramesh Shah (DIN 00106919)	Whole Time Director and Chief Executive Officer
4.	Mr. Tushar Ramesh Shah (DIN 00107144)	Whole Time Director and Chief Financial Officer
5.	Mr. Bimal Mukesh Shah (DIN 03424880)	Whole Time Director

In the Extra-Ordinary General Meeting of the Company held on 13^th November, 2017, Mr. Prakash Krishnaji Apte (DIN: 00196106), Mr. Mahesh Pansukhlal Sarda (DIN: 00023776), Mr. Parthasarathi Thiruvengadam (DIN: 00016375),

Ms. Pratima Umarji (DIN: 05294496) and Mr. Sundareshan Sthanunathan (DIN: 01675195) were appointed as Independent Directors of the Company for a period of five consecutive years with effect from 13^th November, 2017. However Mr. Sundareshan Sthanunathan tendered his resignation on 29^th December, 2017 due to some personal reasons. Further Mr. Kaushik Dwarkadas Shah (DIN: 00124756) was appointed as an Independent Director in the Extra-Ordinary Meeting of the Company held on 24^th January, 2018 for a period of five consecutive years.

Declarations by Independent Directors

The Company has received and taken on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act, 2013 confirming their independence and Regulation 25 of the Listing Regulations.

Retire by rotation

In the forthcoming AGM, Mr. Mukesh Maganlal Shah will retire by rotation and will be considered for re-appointment because of his eligibility.

Familiarisation programme

In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarisation programme for the Independent Directors to familiarise them with their roles, rights and responsibilities as Independent Directors, the working of the Company, nature of the industry in which the Company operates, business model and so on. The same is also available on the Company website at www. fineorganics.com.

disclosures related to board, committees

Board Meeting:

The Board met twenty times during the period under review. The details of the Board meetings and the attendance of Directors thereat are provided in the Corporate Governance Report forming part of the Annual Report.

Board committees

In order to strengthen its functioning, the Board of Directors has constituted the following Committees as per the requirement of Companies Act, 2013 and the SEBI Regulations:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholdersâ Relationship Committee

4. Corporate Social Responsibility Committee

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.

directorsâ responsibility statement:

Pursuant to Section 134 (3) (c) read with Section 134 (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, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 31^st March, 2018 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) 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

f) 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.

vigil mechanism

In accordance with the provisions of Section 177(9) of the Companies Act, 2013 and requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a vigil mechanism which has been incorporated in the Whistle Blower Policy for Directors and Employees to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of your Company at https://www. fineorganics.com/investor-relations/corporate-governance/ policies

statement indicating development and implementation of risk management policy

The company strives to identify opportunities that enhance organisational values while managing or mitigating risks that can adversely impact its future performance. The Company has developed & implemented Risk Management Policy. Major risks identified by the Companyâs business and functions are systematically addressed through mitigating actions on a continuing basis.

corporate social responsibility

In terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (âCSRâ) Committee. The composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. Your Company has also formulated a CSR Policy and the same is available on your Companyâs website at https://www. fineorganics.com/investor-relations/corporate-governance/ policies.

Your Company strongly believes and emphasizes on contributing towards the welfare of society by utilizing some profits earned by the Company through its business operations. The CSR committee had series of discussion with the NGO partnerâs to indentify and adoption of long term CSR projects during the period under review. As on the date of the report, the Company has indentified certain CSR projects and finalisation and implementation of these projects are under process.

The Report on CSR Activities is annexed herewith as âAnnexure câ.

disclosure under the sexual harassment of women at workplace (prevention, prohibition

AND REDREssAL) Act, 2013

The Company is committed to provide a safe and conducive work environment to its employees. The Company has complied with the provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases received in relation to the sexual harassment.

nomination remuneration policy

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a policy which inter alia lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company and criteria for selection and appointment of Board members. The policy is annexed as âAnnexure Dâ to this report.

annual evaluation of directors, committees and board

The Board has carried out the annual performance evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations. The manner in which the evaluation has been carried out has been provided in the Corporate Governance Report.

The Independent Directors were satisfied with the overall functioning of the Board, its various committees and performance of Individual Directors.

particulars of employees & MANAGERIAL REMuNERATION:

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, as amended, the Company has not employed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report as âAnnexure Eâ, which forms part of this Report.

human resources

As at 31^st March, 2018, we had 608 full-time employees. We have never had a labour strike and none of our full-time employees are in a union. Employees are considered to be one of the most important assets and one of the most critical resources in the business which maximize the effectiveness of the organisation. Human resources build the enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companyâs Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. Company makes continuous and consistent efforts to attract and retain best talent in the industry as employees are indispensable factor for growth of the organisation.

INTERNAL FINANciAL cONTROL sYsTEM AND THEIR

adequacy

The details in respect of Internal Financial Controls and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Report.

statutory auditors

M/s. B Y & Associates, Chartered Accountants, Mumbai (Firm Registration No. 123423W) were appointed as the statutory auditors of the Company to hold office for a term of 5 years from the conclusion of the 15^th Annual General Meeting held on 10^th July, 2017 until the conclusion of the 19^th Annual General Meeting of the Company to be held in the year 2022.

Pursuant to the notification issued by the Ministry of Corporate Affairs on 7^th May, 2018, amending section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the members at every Annual General Meeting has been omitted and hence your Company has not proposed ratification of appointment of M/s. B Y & Associates, Chartered Accountants, Mumbai, at the forthcoming Annual General Meeting.

COST AUDITORS:

Your Board of Directors based on recommendation of the Audit Committee has appointed M/s Y. R. Doshi & Associates, Cost Accountants in practice, to audit the cost accounts of the Company for the Financial Year 2018-19. In term of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the shareholders. Accordingly, a resolution seeking ratification by the members for the remuneration is listed as Item No. 4 of the AGM Notice as Ordinary Resolution.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s KS & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor for Financial Year 2017-18 is appended as âAnnexure Fâ to this Report.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in âAnnexure Gâ to this report.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in âAnnexure Hâ to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of Corporate Governance. Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). A Report on Corporate Governance along with the Certificate from the practicing Company Secretary confirming all the compliance with the Conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming an integral part of this Annual Report.

GENERAL

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

1. Deposits covered under Chapter V of the Act;

2. Material changes and/ or commitments that could affect the Companyâs financial position, which have occurred between the end of the financial year of the Company and the date of this report;

3. Significant or material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status and Companyâs operations in future;

4. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

5. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-time Directors of the Company.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, investors, bankers, business partners/associates, financial institutions and regulatory bodies for their consistent support and encouragement to the Company.

For and On Behalf of the Board

Fine Organic Industries Limited

Place: Mumbai Prakash Kamat

Date: 13^th August, 2018 Executive Chairman

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