Directors Report of Jaysynth Orgochem Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 51^st Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated financial highlights of your Company for the financial year ended 31^st March, 2025 are summarized below:

(''in lakhs)
Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue From Operations	22,964.08	20,574.44	22,802.85	21,177.52
Other Income	377.76	216.32	344.40	215.58
TOTAL REVENUE	23,341.84	20,790.76	23,147.25	21,393.10
Depreciation	274.83	271.42	274.96	271.56
Other Expenses	20,903.42	18,826.87	20,736.32	19,461.51
PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX	2,163.59	1,692.47	2,135.97	1,660.03
Exceptional items	-	68.51	-	68.51
PROFIT BEFORE TAX	2,163.59	1,760.98	2,135.97	1,728.54
Current Tax	-	-	-	-
Deferred Tax	573.67	493.18	573.11	475.20
Tax Expenses related to prior year	0.97	24.37	0.97	24.37
PROFIT AFTER TAX	1,588.95	1,243.43	1,561.89	1,228.97
Share of profit (loss) of associates accounted for using equity method	-	-	-	-
PROFIT FOR THE YEAR	1,588.95	1,243.43	1,561.89	1,228.97
Other Comprehensive Income (Net)	(44.33)	157.27	(49.58)	152.82
Total Comprehensive Income for the year	1,544.62	1,400.70	1,512.31	1,381.79

2. DIVIDEND

a) Preference Shares: The Redeemable Non-convertible Non-cumulative Non-participating Preference Shares are entitled to a dividend at the rate 2% per share. Accordingly, your Directors are pleased to recommend @ 2% per share as per the terms of the issue on 57,00,00,000 fully paid up Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of ''1/- each for the financial year 2024-25, subject to the approval of the Members at the 51^st Annual General Meeting ("AGM").

Preference Dividend for the financial year 2024-25 will lead to cash outflow of ''114.00 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited as beneficial owners as on Record Date i.e. Friday, 12^th September, 2025.

Further, the Company has paid dividend at the rate of 2% per share up to the date of redemption on 6,00,00,000 Preference Shares redeemed during the year as per the terms of issue of the said preference shares aggregating to an amount of ''12.00 Lakhs.

b) Equity Shares: Your Directors are pleased to recommend a dividend of ''0.05 paise i.e.5% per equity share of the Company having face value of ''1/- each for the financial year 2024-25, subject to the approval of the Members at the 51^st Annual General Meeting ("AGM").

Equity Dividend for the financial year 2024-25 will lead to cash outflow of ''67.45 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on Record Date i.e. Friday, 12^th September, 2025and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

3. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 (Seven) consecutive years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") Authority.

Further, all the shares in respect of which dividend has remained unclaimed/unpaid for 7 (Seven) consecutive years or more from the date of transfer to Unpaid Dividend Account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The details of unclaimed/unpaid dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company''s website i.e. www.jaysynth.com

The following table gives information relating to various outstanding dividends of the Company and erstwhile Jaysynth Dyestuff (India) Limited. The dates by which these can be claimed by the shareholders from the Company''s Registrar and Transfer Agent:

Financial Year	Date of Declaration of Dividend	Last date for claiming unpaid/unclaimed dividend
2017-18	11^th September, 2018	16^th October, 2025
2018-19	18^th September, 2019	23^rd October, 2026
2019-20	29^th September, 2020	03^rd November, 2027
2020-21	17^th September, 2021	22^nd October, 2028
2021-22	26^th August, 2022	01^st October, 2029
2022-23	16^th September, 2023	21^st October, 2030
2023-24	26^th September, 2024	31^st October, 2031
The details of unclaimed/unpaid dividends and shares transferred to IEPF Authority during financial year 2024-2025 are as follows:
Financial Year	Amount of Unclaimed/ Unpaid Dividend transferred (Amt in '') Number of Shares transferred
2016-2017	40,037.70	1,300

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 available on the website: www.iepf.gov.in and sending a physical copy of the same duly signed to the Company along with requisite documents enumerated in Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

4. TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves during the financial year ended 31^st March, 2025.

5. STATE OF COMPANY''S AFFAIRS

During the year the Company commenced a new line of business activity comprising dealing in large format Inkjet Printers and its Spares. The Company started offering Digital Printing Solution comprising the said products with its manufactured Ink products and related technical support services. Sale of these printers serve as a vehicle for sales of Inks for digital printing. Post commencement of Inkjet Printer business, the Company now operates into two segments. The other segment being Colourants & chemicals, comprising products from dyestuffs, pigments, pigments dispersion, inks and textile chemicals group. The industry is characterized by major global manufacturers and numerous regional players. Global dyes and pigment market size is expected to grow at CAGR of more than 5% for next 5 to 7 years. The Indian colourants sector is major player in global market which is estimated to grow at 8% to 10%.

During the year standalone revenue from operations was ''22,964.08 Lakhs as against ''20,574.44 Lakhs for the previous year, registering an increase of 12%. The standalone operating profit from business operations (excluding other income) for the year is '' 2,247.26 Lakhs, as compared to '' 1,801.72 Lakhs for previous year, registering a growth of 25%. This growth can be mainly attributed to improvement in gross margin during the year on account of growth of Ink division business, which is having better margin. Consolidated revenue from operations for the year stands at '' 22,802.85 Lakhs, as against '' 21,177.52 Lakhs for the previous year, registering an increase of 8% compared to the previous year. The consolidated operating profit from business operations (excluding other income) for the year is '' 2,255.48 Lakhs, as compared to '' 1,771.44 Lakhs for previous year, registering a growth of 27%.

6. REVIEW OF PERFORMANCE

a) Standalone: For the financial year ended 31^st March, 2025, Revenue from Operations amounted to ''22,964.08 Lakhs as against ''20,574.44 Lakhs in the previous financial year ended 31^st March, 2024. Net Profit after tax for the year under the review amounted to ''1,588.95 Lakhs as against ''1,243.43 Lakhs in the previous financial year ended 31^st March, 2024.

b) Consolidated: For the financial year ended 31^st March, 2025, Revenue from Operations amounted to ''22,802.85 Lakhs as against ''21,177.52 Lakhs in the previous financial year ended 31^st March, 2024. Net Profit after tax for the year under the review amounted to ''1,561.89 Lakhs as against ''1,228.97 Lakhs in the previous financial year ended 31^st March, 2024.

7. SHARE CAPITAL

As on financial year ended 31^st March, 2025, the Authorised Share Capital of the Company is ''78,00,00,000/- consisting of 15,00,00,000 fully paid up equity shares having face value of ''1/- each and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of ''1/- each.

The Board of Directors of the Company at their meeting held on 12^th February, 2025 approved redemption of 6,00,00,000 Preference Shares having face value of ''1/- each aggregating to ''6,00,00,000 (Rupees Six Crores Only) on a pro rata basis to the preference shareholders existing in the records of the Company as on Record Date i.e. 21^st March, 2025 out of profits of the Company together with Dividend up to the date of redemption.

As on financial year ended 31^st March, 2025, the paid up share capital of the Company is ''70,49,05,800/- consisting of 13,49,05,800 fully paid up Equity Shares having face value of ''1/- each and 57,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of ''1/- each.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and Jaysynth (Europe) Limited, Wholly Owned Subsidiary prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary and related detailed information will be kept at the Registered Office of the Company and will be available for inspection during business hours. The Annual Financial Statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary are displayed on the website of the Company at www.jaysynth.com

9. CHANGE IN THE NATURE OF THE BUSINESS

During the financial year under review, the Company has effected alterations to the main object clause and other incidental object clause of the Memorandum of Association ("MOA") through special resolution passed through Postal Ballot dated 16^th August, 2024 to include activities to be undertaken by the Company from time to time. Subsequent to this, the Company has commenced trading activities in Digital Printing Solutions as an additional business activity to its current business activity of Dyes, Dyes intermediates, Auxiliaries, Pigments, Pigments dispersion and Inks for digital printing.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

Pursuant to the provisions of Section 134(3)(q) of the Act read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company''s operations in future.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. There are control processes both manual and computerised, wherein transactions are approved and recorded. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.

Your Company has an adequate internal control system in accordance to the size of the Company and nature of business for the sale of goods and services. Your Company has in place an established Internal Audit Department who performs a check on timely basis on various aspects and activities of the Company. Further an Independent Internal Auditor, who is a qualified Chartered Accountant, reviews the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions which are duly incorporated into the system. Internal Auditor submits its Internal Audit Report on a periodical basis and the same is placed before the Audit Committee at its meeting and at Board meeting for their review and noting.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

13. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board has carried out an annual evaluation of its own performance, performance of the Individual Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director''s performance, the performance of the Board, its Committees. A structured questionnaire was prepared after taking into consideration inputs received from all the Directors, setting out parameters of evaluation and considering the Policy for determining qualifications, positive attributes and Independence of Director. Evaluation parameters of the Board and Committees were mainly based on Policy adopted by the Board and also considered Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Board/ Committee structure and composition, frequency of Board Meetings, participation of Directors in the meeting, execution and performance of specific duties of the Board of Directors, review of board''s competency, experience, contribution etc as additional parameters.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole at its Separate Independent Director Meeting. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per the requirements of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this report and is attached as ANNEXURE - I.

15. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE

Your Company has one Wholly Owned Subsidiary named Jaysynth (Europe) Limited, incorporated in United Kingdom.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on a Standalone basis.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014 , a statement containing salient features of the financial statements of your Company''s Wholly Owned Subsidiary in Form AOC - 1 is attached to the Consolidated Financial Statements.

16. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Revenue from operations of Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the financial year ended 31^st March, 2025 was Â£. 18,59,088 as compared to Â£. 19,42,470 in the previous financial year ended 31^st March, 2024. Net Loss after tax and comprehensive income for the financial year ended 31^st March, 2025 was Â£. 6,938 as against Net Loss after tax and comprehensive income Â£. 73,233 in the previous financial year ended 31^st March, 2024.

17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year under review were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the financial year under review that would require member''s approval under the SEBI Listing Regulations hence disclosure under Form AOC-2 is not applicable as required under the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further there are no materially significant related party transactions made by the Company with the Promoters, Directors and Key managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large except as stated in the Financial Statements. The Company has adopted a related party transaction Policy approved by the Board and is displayed on the Company''s website at http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments/Re-appointment:

In accordance with provision of Section 152(6) of the Act and Article 100 of the Articles of Association of the Company, Deven Parag Kothari (DIN: 06588059), Executive Director of the Company retires by rotation at the ensuing 51^st AGM, being eligible offers himself for re-appointment.

The Members of the Company at their 50^th AGM held on 26^th September, 2024, by way of special resolution approved appointment of Kulinkant Nathubhai Manek (DIN: 06374052) as a Non-Executive Independent Director of the Company.

Cessation:

Umesh Trikamdas Chandan (DIN: 00184677) ceased to be an Independent Director of the Company upon completion of his second term of 5 (Five) consecutive years w.e.f. closure of business hours on 23^rd September, 2024.

19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

Your Company has not accepted deposits from public within the meaning of Section 73 of the Act and rules framed thereunder. Further there are no deposits outstanding hence there were no instances inviting non compliance of the requirements of Chapter V of the Act.

20. DETAILS OF SHARES HELD IN UNCLAMIED SUSPENSE ACCOUNT/ESCROW ACCOUNT

In terms of the requirements under Regulation 39 of the SEBI Listing Regulations, details of shares held in Unclaimed Suspense Account and Escrow Account forms part of this report and is attached as ANNEXURE - II.

21. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return for the year ended 31^st March, 2025 on its website at http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html

22. POLICY ON REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place appropriate policy on Directors'' appointment and remuneration as required under Section 178(3) of the Act, which has been uploaded on the Company''s website and weblink of the same is http://jaysynth.com/Jaysynthorgochem_ Policies.html

23. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board - During the financial year ended 31^st March, 2025, the Board of your Company met 8 (Eight) times i.e. on 03^rd May, 2024, 21^st May, 2024, 29^th May, 2024, 15^th July, 2024, 13^th August, 2024, 29^th August, 2024, 12^th November, 2024 and 12^th February, 2025. The composition of your Board is in compliance with the provisions of the Act and the SEBI Listing Regulations. The Board comprises of 8 (Eight) Directors viz; Parag Sharadchandra Kothari - Executive Chairman and Managing Director, Nikhil Sharadchandra Kothari - Joint Managing Director, Deven Parag Kothari - Executive Director, Jyoti Nirav Kothari - Non-Executive Director, Bhavesh Virsen Panjuani - Non-Executive Independent Director, Kulinkant Nathubhai Manek -Non-Executive Independent Director, Prakash Mahadeo Kale - Non-Executive Independent Director and Rajendra Maganlal Desai - Non-Executive Independent Director.

b) Audit Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Bhavesh Virsen Panjuani - Non-Executive Independent Director, Parag Sharadchandra Kothari - Executive Chairman and Managing Director and Rajendra Maganlal Desai - Non-Executive Independent Director.

c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is the Chairman of the Committee. The other members include Prakash Mahadeo Kale - Non-Executive Independent Director and Bhavesh Virsen Panjuani - Non-Executive Independent Director.

d) Stakeholders Relationship Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Parag Sharadchandra Kothari - Executive Chairman and Managing Director and Nikhil Sharadchandra Kothari - Joint Managing Director.

The terms of reference of all the Committees, details of meetings of the Committees and attendance of the Directors during the financial year ended 31^st March, 2025 are set out in the Corporate Governance Report, forms part of this Report and is attached as ANNEXURE - VI.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 134(5) of the Act, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Financial Statements for the financial year ended 31^st March, 2025, the Indian Accounting Standards (Ind AS), the provisions of the Act as applicable and guidelines issued by the SEBI Listing Regulations have been followed alongwith proper explanations relating to material departures if any;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company at the end of the financial year and of the profit and loss of the Company for that period;

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

d) They have prepared the Annual Financial Statements on a going concern basis;

e) They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

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

25. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the financial year ended 31^st March, 2025.

26. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of your Company have furnished requisite declaration that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

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

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications.

27. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the applicable provisions of the Secretarial Standards, the Act and the SEBI Listing Regulations, Separate Meeting of Independent Directors was held on 12^th February, 2025 and considered the following agenda at the meeting:

a) Review the performance of Non Independent Directors and the Board of Directors as a whole;

b) Review the performance of the Chairman, taking into account the views of the Non-Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the Company''s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

28. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION.

The Company has in place the policy for determining the qualifications, positive attributes and independence of a Director, which has been uploaded on the Company''s website and weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

29. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) Statutory Auditor''s Report - The observations made in the Auditor''s Report of M/s. A H J & Associates, Chartered Accountants read together with relevant notes thereon, are self explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditor in his report.

b) Secretarial Auditor''s Report - The Secretarial Auditor''s Report issued by M/s. KDA & Associates, Practicing Company Secretaries, for the financial year ended 31^st March, 2025 does not contain any qualification, reservation, adverse remark or disclaimer in their Report. The Secretarial Audit Report in Form MR-3 forms part of this report and is attached as ANNEXURE - III.

c) Cost Audit Report - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2025 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments made by the Company pursuant to Section 186 of the Act have been disclosed in the financial statements forming part of this Annual Report.

Further during the year under review, the Company has not granted any loans or provided any guarantees under Section 186 of the Act.

31. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Policy on prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

Number of Complaints pending at the beginning of the financial year 2024-25	Nil
Number of Complaints received during the financial year 2024-25	Nil
Number of Complaints disposed off during the financial year 2024-25	Nil
Number of Complaints pending at the end of the financial year 2024-25	Nil
Number of workshops conducted during the financial year 2024-25	1

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

32. SAFETY, HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important and integral aspects of the work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. Company ensures compliances of regulatory requirements under environmental laws.

33. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is also displayed on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

Your Company also takes adequate steps wherever required to minimise the risks involved in the business. Further in the opinion of the Board, during the financial year ended 31^st March, 2025, your Board has not noticed any elements of risks which may threaten the existence of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY

During the financial year ended 31^st March, 2025, your Company has contributed ''26.25 Lakhs towards CSR activities in accordance with the provisions of the Act.

Detailed disclosure in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this report and is attached as ANNEXURE - IV.

35. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, forms part of this report and is attached as ANNEXURE - V.

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, a statement showing the names of top ten Employees in terms of remuneration drawn and name and other particulars of Employees drawing remuneration in excess of the limits set out in the said Rules are required to be part of the report. However, having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Members who are interested in obtaining such information may send an email at [email protected]

36. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI Listing Regulations. Report on Corporate Governance alongwith the Certificate from Auditor on compliance of conditions of Corporate Governance and the Certificate from Practicing Company Secretaries on Non-disqualification of Directors, forms part of this report and is attached as ANNEXURE - VI. A declaration signed by the Executive Chairman and Managing Director in regards to compliance with the Code of Conduct by the Board members and Senior Management Personnel also forms part of this Report.

37. AUDITORS

a) Internal Auditor - The Audit Committee and the Board of Directors at their respective meetings held on 28^th May, 2025 have approved appointment of M/s. Maganlal & Ajay Mehta, Chartered Accountants as an Internal Auditor for the financial year ended 31^st March, 2026.

Further, Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before for the Audit Committee Meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Pursuant to the provisions of Regulation 24A & other applicable provisions of the SEBI Listing Regulations read with Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on 11^th August, 2025 have approved & recommended for approval of Members, appointment of M/s. KDA & Associates, Practicing Company Secretaries (Firm Registration No. P2016MH047700) as Secretarial Auditors of the Company to hold office for a term of 5 (Five) consecutive financial years commencing from 2025-2026 till 2029-2030.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

c) Statutory Auditor - During the year, your Company had appointed M/s. AH J & Associates, Chartered Accountants (FRN : 151685W) as Statutory Auditor of the Company to hold office for a term of 5 (Five) years commencing from conclusion of 47^th Annual General Meeting till the conclusion of 52^nd Annual General Meeting of the Company.

As per the provisions of the Act, the Auditors Report on Financial Statements for the year ended 31^st March 2025 as issued by the Statutory Auditor M/s. A H J & Associates, Chartered Accountants, forms part of this Annual Report.

d) Cost Auditor - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2025 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

38. INSURANCE

All the assets of the Company are adequately insured.

39. VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act and requirements of Regulation 22 of the SEBI Listing Regulations, your Company has in place proper Vigil Mechanism incorporated in Whistle Blower Policy for Directors and Employees to report genuine concerns which encourages its employees who have concerns about suspected fraud or misconduct to come forward and express their concerns without inhibition of unfair treatment.

Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the codes of conduct or policies. The Audit Committee of the Company oversees the vigil mechanism. The Whistle Blower Policy is displayed on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Disclosureofregulations.html

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) and Schedule V of the SEBI Listing Regulations, it is required to annexe Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31^st March, 2025 forms part of this report and is attached as ANNEXURE-VII.

41. BOARD DIVERSITY

Your Company strongly believes having a diverse Board that enhances the quality of decisions. Directors from varied background, experience and expertise will assist the Company to view larger picture and analyse all aspects of business thereby resulting in better decision making and enhancing the business prospects. In view of the same, your Company has adopted a Board Diversity Policy and it has been displayed on the website of the Company and weblink of the same is

http://jaysynth.com/Jaysynthorgochem_Policies.html

42. GREEN INITIATIVES

Your Company has introduced eco-friendly pigment inks for digital printing on textiles and other substrates. The application process of these inks eliminates discharge of water in the ink fixation process and enables textile industry to meet ESG (Environmental, Social, Governance) compliance goals.

Your Directors would like to draw your attention that as per Section 20 of the Act read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time which permits paperless compliances and also service of notice/ documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contribute towards greener environment.

43. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

44. HUMAN RESOURCES

Employees are considered to be one of the most important assets and critical resources in the business which maximize the effectiveness of the Company. Human resources build the enterprise and create a sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company''s Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. The Company makes continuous and consistent efforts to attract and retain best talent in the industry as employees are indispensable factor for growth of the Company.

There is ongoing disputes between the Company and the group of ex-workers, employed prior to FY 2003-04, at Patalganga Unit. Total legal dues of the group of ex-workmen at Patalganga unit were settled and paid pursuant to the consent order passed by the Hon''ble High Court of Bombay on 03^rd October, 2003. However, certain workers filed an appeal against the consent order before the Division bench of the Hon''ble High Court, Bombay, which was dismissed in July, 2005. Even an appeal filed before Hon''ble Supreme Court of India by the aforesaid workmen was subsequently withdrawn by the concerned workers. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour, Panvel. On failure of the conciliation proceedings, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. The Company challenged the order of adjudication passed by Labour Commissioner, before the Division Bench of Hon''ble High Court, Bombay and as per the directions given by the Hon''ble High Court, Bombay the said adjudication before the Industrial Court has been stayed and the matter is pending.

In November 2023, another Union viz Shramik Utkarsha Sabha, not having locus-standie, claiming representation for group of the ex-workers of JD-2 Patalganga unit, filed a complaint before Industrial Court, Thane. The complaint of the said Union states that legal dues of the said workmen are not fully paid & have sought various interim reliefs. The Company has made submission to the court denying the allegation of the said Union stating that the said group of ex-workers have ceased to be the employee of the Company and their dues have been fully and finally settled. The matter is pending before the Industrial Court.

45. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

46. OTHER DISCLOSURES

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

a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

c) Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

d) 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.

e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

f) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

47. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued co-operation and support received by the Company.

Mar 31, 2024

Your Directors have pleasure in presenting their 50^th Annual Report together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

The Standalone and Consolidated financial highlights of your Company for the financial year ended 31^st March, 2024 are summarized below:

('' in lakhs)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue From Operations	20,574.44	19,315.56	21,177.52	19,308.10
Other Income	216.32	264.12	215.58	166.61
TOTAL REVENUE	20,790.76	19,579.68	21,393.10	19,474.71
Depreciation	271.42	288.97	271.56	289.14
Other Expenses	18826.87	18,997.21	19,461.51	18,958.65
PROFIT BEFORE EXCEPTIONAL ITEMS AND TAX	1,692.47	293.50	1,660.03	226.92
Exceptional items	68.51	112.35	68.51	112.35
PROFIT BEFORE TAX	1760.98	405.85	1,728.54	339.27
Current Tax	-	259.00	-	259.00
Deferred Tax	493.18	(24.16)	475.20	(7.73)
Tax Expenses related to prior year	24.37	13.72	24.37	9.39
PROFIT AFTER TAX	1,243.43	157.29	1,228.97	78.61
Share of profit (loss) of associates accounted for using equity method	-	-	-	(1.58)
PROFIT FOR THE YEAR	1,243.43	157.29	1,228.97	77.03
Other Comprehensive Income (Net)	157.27	(9.15)	152.82	(13.73)
Total Comprehensive Income for the year	1,400.70	148.14	1,381.79	63.30

2. AMALGAMATION AND ARRANGEMENT

The Composite Scheme of Arrangement amongst three companies being Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") and their respective shareholders and creditors, under Sections 230 to 232 and other applicable provisions of the Act ("Scheme"), was approved by the shareholders of Transferor Company 1 and the Company at their respective meetings held pursuant to the order(s) of the Hon''ble National Company Law Tribunal (NCLT), Mumbai Bench. Thereafter, the Scheme was sanctioned by NCLT, Mumbai Bench vide its order passed dated 17^th April, 2024. The Scheme came into effect from 03^rd May, 2024.

Further, in terms of the Scheme, the name of your Company changed from "JD Orgochem Limited" to "Jaysynth Orgochem Limited" w.e.f. 03^rd July, 2024.

As per the Share Exchange Ratio enshrined in the Scheme, your Company at their meeting held on 21^st May, 2024 approved allotment of 12,16,55,800 fully paid up Equity shares of ''1/- each to the eligible shareholders of Transferor Company 1 and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of ''1/- each to the eligible shareholders of Transferor Company 2 as on the Record Date i.e. 17^th May, 2024. The Trading approval for dealing in Equity Shares allotted was received from BSE Limited w.e.f. 10^th July, 2024.

3. DIVIDEND

a) Preference Shares: The Redeemable Non-convertible Non-cumulative Non-participating Preference Shares are entitled to a dividend at the rate 2% per share. Accordingly, Your Directors are pleased to recommend @ 2% per share as per the terms of the issue on 63,00,00,000 fully paid up Redeemable Non-convertible Non-cumulative Non-participating Preference Shares having face value of ''1/- each for the financial year 2023-24, subject to the approval of the Members at the 50^th Annual General Meeting ("AGM").

Preference Dividend for the financial year 2023-24 will lead to cash outflow of ''126.00 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited as beneficial owners as on Record Date i.e. Wednesday, 18^th September, 2024.

b) Equity Shares: Your Directors are pleased to recommend a dividend of ''0.05 paise i.e. 5% per equity share of the Company having face value of ''1/- each for the financial year 2023-24, subject to the approval of the Members at the 50^th Annual General Meeting ("AGM").

Equity Dividend for the financial year 2023-24 will lead to cash outflow of ''67.45 Lakhs. The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on Record Date i.e. Wednesday, 18^th September, 2024 and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

4. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

The details of unclaimed/unpaid dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Company''s website i.e. www.jaysynth.com.

The following table gives information relating to various outstanding dividends of Erstwhile Jaysynth Dyestuff (India) Limited and the dates by which these can be claimed by the shareholders from the Company''s Registrar and Transfer Agent:

Financial Year	Date of Declaration of Dividend	Last date for claiming unpaid/unclaimed dividend
2016-17	29^th August, 2017	04^th October, 2024
2017-18	11^th September, 2018	16^th October, 2025
2018-19	18^th September, 2019	23^rd October, 2026
2019-20	29^th September, 2020	03^rd November, 2027
2020-21	17^th September, 2021	22^nd October, 2028
2021-22	26^th August, 2022	01^st ,October,2029
2022-23	16^th September, 2023	21^st October, 2030

5. NATIONAL ELECTRONIC CLEARING SYSTEM FOR DIVIDEND

To avoid risk of loss/interception of dividend warrants in postal transit and/or fraudulent encashment, members are requested to avail of the National Electronic Clearing System facility for encashing dividend directly to their respective bank account. This also ensures faster and safe credit of dividend. Members holding shares in dematerialized form may note that the Bank Account Mandate registered against their respective Depository Participants will be used by the Company for payment of Dividend. Members who wish to change their Bank Account Mandate may advise their Depository Participants about such change. The Company or Registrar and Transfer Agent cannot act on any direct request from such members for change/deletion of such bank particulars.

Members holding shares in physical form are requested to send their National Electronic Clearing System (NECS) Mandate Form in the format available at the Company''s website at www.jaysynth.com duly filled and thereafter send it to the Registrar and Transfer Agent of the Company i.e. Link Intime India Private Limited. In order to provide protection against fraudulent encashment of dividend warrants, members holding shares in physical form are requested to intimate the Company under the signature of the sole/first joint holder, the following information which will be used by the Company for dividend payments:

i. Name of Sole / First joint holder and Folio No.

ii. Particulars of Bank account viz:

â¢ Name of the Bank.

â¢ Name of the Branch.

â¢ Bank account number allotted by the Bank.

â¢ Nine digits MICR code of the Bank.

â¢ Account type, whether Savings bank account (SB) or Current account (CA).

â¢ Complete address of the Bank with Pin Code Number.

â¢ Cancelled cheque leaf of the aforesaid Bank Account.

6. TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves during the financial year ended 31^st March, 2024.

7. STATE OF COMPANY''S AFFAIRS

The Company operates into single segment of colouring chemicals, comprising products from Dyestuffs, Pigments, Pigments dispersion, Inks and Textile chemicals group. The industry is characterized by major global manufacturers and numerous regional players. The Indian colourants sector is major player in global market with estimated share of 15%. The industry has transformed from being import dependent to an export driven industry. The long-term growth prospects of the Indian economy being positive, the end user industries for the Company''s product comprising textile, paint, coating, plastic, paper etc are also expected to grow. During the year under review the Revenue from operations was ''20,574.44 Lakhs as against ''19,315.56 Lakhs in previous year with marginal increase of 6.52%. The gross margin improved during the years on account reduction in cost of material, which is attributable better product mix and increase in Ink division business. Employee cost during the previous year was significantly high on account of full and final settlement of dues of workers of erstwhile Turbhe unit. Operating profit for the year was ''1,997 Lakhs, which was significantly higher as compared to ''613 Lakhs in previous year.

8. REVIEW OF PERFORMANCE

a) Standalone: For the financial year ended 31^st March, 2024, Revenue from Operations amounted to '' 20,574.44 Lakhs as against '' 19,315.56 Lakhs in the previous financial year ended 31^st March, 2023. Net Profit after tax for the year under the review amounted to '' 1,243.43 Lakhs as against ''157.29 Lakhs in the previous financial year ended 31^st March, 2023.

b) Consolidated: For the financial year ended 31^st March, 2024, Revenue from Operations amounted to '' 21,177.52 Lakhs as against '' 19,308.10 Lakhs in the previous financial year ended 31^st March, 2023. Net Profit after tax for the year under the review amounted to '' 1,228.97 Lakhs as against '' 77.03 Lakhs in the previous financial year ended 31^st March, 2023.

9. SHARE CAPITAL

As on the date of this Report, the Authorised Share Capital of the Company is ''78,00,00,000/- consisting of 15,00,00,000 fully paid up equity shares of ''1/- each and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of ''1/- each.

The Board of Directors of the Company at their meeting held on 21^st May, 2024 approved the allotment of 12,16,55,800 fully paid up Equity Shares of INR 1/- each to the eligible shareholders of erstwhile Jaysynth Dyestuff (India) Limited and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of INR 1/- each to the eligible shareholders of erstwhile Jaysynth Impex Private Limited as on the ''Record Date'' fixed for the said purpose, in accordance with the Share Exchange Ratio as provided in the Scheme.

As on the date of this Report, the paid up share capital of the Company is ''76,49,05,800/- consisting of 13,49,05,800 fully paid up Equity Shares of ''1/- each and 63,00,00,000 fully paid up 2% Redeemable Non-convertible Non-cumulative Non-participating Preference Shares of ''1/- each

10. CONSOLIDATED FINANCIAL STATEMENTS

11. CHANGE IN THE NATURE OF THE BUSINESS

During the financial year under review, there has been no change in the nature of the business of your Company.

12. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

13. ADEQUACY OF INTERNAL FINANCIAL CONTROL

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report except that the Composite Scheme of Arrangement amongst three companies being Jaysynth Dyestuff (India) Limited ("Transferor Company 1"), Jaysynth Impex Private Limited ("Transferor Company 2") and the Company ("Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act ("Scheme"), was sanctioned by Hon''ble National Company Law Tribunal, Mumbai Bench vide its order passed dated 17^th April, 2024. Pursuant to the said Scheme the financial statements have been prepared as per "Pooling of Interests Method" under Appendix C of Ind-AS 103 (Accounting for Business Combinations) and the figures of previous year have also been restated accordingly.

15. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

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

17. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE

Pursuant to the Scheme, Wholly Owned Subsidiary i.e. Jaysynth (Europe) Limited of erstwhile Jaysynth Dyestuff (India) Limited became Wholly Owned Subsidiary of your Company.

As per Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on a Standalone basis.

18. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Revenue from operations of Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the financial year ended 31^st March, 2024 was Â£. 19,42,470 as compared to Â£. 19,87,262 in the previous financial year ended 31^st March, 2023. Net Loss after tax and comprehensive income for the financial year ended 31^st March, 2024 was Â£. 73,233 as against Net Loss after tax and comprehensive income Â£. 26,035 in the previous financial year ended 31^st March, 2023.

19. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

20. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments/Re-designation:

During the year under review, Board of Directors at its meeting held on 27^th September, 2023 upon the recommendation of Nomination and Remuneration Committee appointed Maitri Alpesh Bhayani (Membership no. A68431) as a Company Secretary and Compliance Officer of the Company w.e.f. 27^th September, 2023.

The Board of Directors at their meeting held on 21^st May, 2024, upon the recommendation of Nomination and Remuneration Committee, approved Re-designation of Parag Sharadchandra Kothari (DIN: 00184852) as an Executive Chairman and Managing Director for a period of 3 (Three) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2027, Re-designation of Nikhil Sharadchandra Kothari (DIN: 00184152) as Joint Managing Director of the Company for a period of 3 (Three) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2027 and approved appointment of Deven Parag Kothari (DIN: 06588059) as an Additional Executive Director for a period of 3 (Three) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2027, Jyoti Nirav Kothari (DIN: 07143429) as an Additional Non-Executive Director, Bhavesh Virsen Panjuani (DIN: 03188032), Prakash Mahadeo Kale (DIN: 00151379) and Rajendra Maganlal Desai (DIN: 00403784) as an Additional Non-Executive Independent Director of the Company for a period of 5 (Five) consecutive years with effect from 21^st May, 2024 upto 20^th May, 2029 subject to the approval of members of the Company.

Further, the Board of Directors at their meeting held on 21^st May, 2024, upon the recommendation of Nomination and Remuneration Committee, approved appointment of Mangesh Narayan Patil as Chief Financial Officer and Riddhi Kunal Saraiya as Company Secretary and Compliance officer of the Company.

On 16^th August, 2024, the Members of the Company, by way of ordinary resolution passed through postal ballot approved appointment of Jyoti Nirav Kothari as a Non-Executive Director of the Company and by way of special resolution passed through postal ballot, approved re-designation of Parag Sharadchandra Kothari as an Executive Chairman and Managing Director of the Company, re-designation of Nikhil Sharadchandra Kothari as Joint Managing Director of the Company, appointment of Deven Parag Kothari as an Executive Director of the Company, appointment of Bhavesh Virsen Panjuani, Prakash Mahadeo Kale and Rajendra Maganlal Desai as a Non-Executive Independent Director of the Company.

In accordance with provision of Section 152(6) of the Act and Article 100 of the Articles of Association of the Company, Jyoti Nirav Kothari (DIN: 07143429), Non-Executive Director of the Company retires by rotation at the ensuing 50^th AGM, being eligible offers herself for re-appointment.

The Board of Directors at their meeting held on 29^th August, 2024, upon the recommendation of Nomination and Remuneration Committee, approved appointment of Kulinkant Nathubhai Manek (DIN: 06374052) as an Additional Non-Executive Independent Director of the Company for a period of 5 (Five) consecutive years with effect from 29^th August, 2024 upto 28^th August, 2029 subject to the approval of members of the Company. Accordingly, the Board recommends the resolution in relation to appointment of Kulinkant Nathubhai Manek as a Non-Executive Independent Director, for the approval by the members of the Company.

Cessation:

Maitri Alpesh Bhayani, Company Secretary and Compliance officer and Kantibhai Maganbhai Darji, Chief Financial officer of the Company tendered their resignation w.e.f. 21^st May, 2024.

Further, Bharati Ravindra Chandan (DIN: 07263623) and Mitesh Dilip Sejpal (DIN: 06562026) tendered their resignation from the position of Non-Executive Independent Directors of the Company w.e.f. 29^th May, 2024 and Suhas Balkrishna Jande (DIN: 08384902) tendered his resignation from the position of Whole-Time Director of the Company w.e.f. 29^th August, 2024.

21. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

22. SHARES HELD IN UNCLAIMED SUSPENSE ACCOUNT/ESCROW DEMAT ACCOUNT

As on 31^st March, 2024 the Company has 1200 Equity Shares lying in the Unclaimed Suspense Account.

Consequent upon the Scheme coming into effect, the shareholders of erstwhile Jaysynth Dyestuff (India) Limited who held shares in physical form were allotted shares of the Company in Demat form which were transferred to Unclaimed Suspense Escrow Account. As on the date of this Report, 8,89,980 Equity shares lying in the Unclaimed Suspense Escrow Account of the Company.

23. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return for the year ended 31^st March, 2024 on its website at http://jaysynth.com/Jaysynthorgochem_Disdosureofregulations.html

24. POLICY ON REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

25. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board -The composition of your Board is in compliance with the provisions of the Act and the SEBI Listing Regulations. During the Financial Year 2023-24, the Board comprises of 6 (Six) Directors viz; Parag Sharadchandra Kothari, Chairman and Non-Executive Director, Nikhil Sharadchandra Kothari - Non-Executive Director, Mitesh Dilip Sejpal - Non-Executive Independent Director, Umesh Trikamdas Chandan - Non-Executive Independent Director, Bharati Ravindra Chandan -Non-Executive Independent Director and Suhas Balkrishna Jande - Whole-Time Director. The details of the Board Meeting held and attended by the Directors during the Financial Year 2023-24 are mentioned herein below:

Sr No.	Name of Director	Date of the Board Meeting and their attendance of Director
Sr No.	Name of Director	12-05-2023	08-08-2023	27-09-2023	09-11-2023	13-02-2024
1	Parag Sharadchandra Kothari	Attended	Attended	Attended	Attended	Attended
2	Nikhil Sharadchandra Kothari	Attended	Attended	Attended	Attended	Attended
3	Suhas Balkrishna Jande	\| ^(Absent	Attended	Attended	Attended	Attended
4	Umesh Trikamdas Chandan	Attended	Attended	Attended	Attended	Attended
5	Mitesh Dilip Sejpal	\| ^Attended	Attended	Attended	Absent	Attended
6	Bharati Ravindra Chandan	Attended	Attended	Attended	Attended	Absent

b) Audit Committee - During the Financial Year 2023-24, a duly constituted Audit Committee consists of majority of Independent Directors with Umesh Trikamdas Chandan as the Chairman of the Committee. The other members include Mitesh Dilip Sejpal - Non-Executive Independent Director, Bharati Ravindra Chandan - Non-Executive Independent Director and Suhas Balkrishna Jande, Whole-Time Director. The details of the Audit Committee Meeting held and attended by the Members during the Financial Year 2023-24 are mentioned herein below:

Sr No.	Name of Director	Date of the Audit Committee Meeting and attendance of Members
		12-05-2023	08-08-2023	09-11-2023	13-02-2024
1	Umesh Trikamdas Chandan	Attended	Attended	Attended	Attended
2	Mitesh Dilip Sejpal	Attended	Attended	Absent	Attended
3	Bharati Ravindra Chandan	Attended	Attended	Attended	Absent
4	Suhas Balkrishna Jande	Absent	Attended	Attended	Attended

c) Nomination and Remuneration Committee - During the Financial Year 2023-24, the Nomination and Remuneration Committee consists entirely of Independent Directors with Mitesh Dilip Sejpal as Chairman of the Committee. The other members include Umesh Trikamdas Chandan - Non-Executive Independent Director and Bharati Ravindra Chandan -Non-Executive Independent Director. The details of the Nomination and Remuneration Committee Meetings held and attended by the Members during the Financial Year 2023-24 are mentioned herein below:

Sr No.	Name of Director	Date of the Nomination and Remuneration Committee Meeting and attendance of Members
		08-08-2023	27-09-2023	13-02-2024
1	Mitesh Dilip Sejpal	Attended	Attended	Attended
2	Umesh Trikamdas Chandan	Attended	Attended	Attended
3	Bharati Ravindra Chandan	Attended	Attended	Absent

d) Stakeholders Relationship Committee - During the Financial Year 2023-24, the Stakeholders Relationship Committee consists of Umesh Trikamdas Chandan as Chairman of the Committee. The other members include Parag Sharadchandra Kothari - Chairman and Non-Executive Director and Nikhil Sharadchandra Kothari - Non-Executive Director. The details of the Stakeholders Relationship Committee Meetings held and attended by the Members during the Financial Year 2023-24 are mentioned herein below:

Sr No.	Name of Director	Date of the Stakeholders Relationship Committee Meetings and attendance of Members
		25-04-2023	08-08-2023	09-11-2023	13-02-2024
1	Umesh Trikamdas Chandan	Attended	Attended	Attended	Attended
2	Parag Sharadchandra Kothari	Attended	Attended	Attended	Attended
3	Nikhil Sharadchandra Kothari	^\|Attended	^\|Attended	^\|Attended	^lAttended

26. DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Act, the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Financial Statements for the financial year ended 31^st March, 2024, the Indian Accounting Standards (Ind AS), the provisions of the Act as applicable and guidelines issued by the SEBI Listing Regulations have been followed alongwith proper explanations relating to material departures if any;

d) They have prepared the Annual Financial Statements on a going concern basis;

e) They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

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

27. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the financial year ended 31^st March, 2024.

28. DECLARATION BY INDEPENDENT DIRECTORS

In the opinion of the Board, the Independent Directors are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications.

29. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the applicable provisions of the Secretarial Standards, the Act and the SEBI Listing Regulations, Separate Meeting of Independent Directors was held on 13^th February, 2024 and considered the following agenda at the meeting:

a) Review the performance of Non Independent Directors and the Board of Directors as a whole;

b) Review the performance of the Chairman, taking into account the views of the Non-Executive Directors;

30. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION.

31. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

b) Secretarial Auditor''s Report - The Secretarial Auditor''s Report issued by M/s. KDA & Associates, Practicing Company Secretaries, for the financial year ended 31^st March, 2024 does not contain any qualification, reservation, adverse remark or disclaimer in their Report. The Secretarial Audit Report in Form MR-3 forms part of this report and is attached as ANNEXURE - II.

c) Cost Audit Report - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2024 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments made by the Erstwhile Jaysynth Dyestuff (India) Limited and Jaysynth Impex Private Limited pursuant to Section 186 of the Act have been disclosed in the financial statements forming part of this Annual Report.

Further during the year under review, the Company has not granted any loans or provided any guarantees under Section 186 of the Act.

33. INFORMATION REQUIRED UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Policy on prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has constituted Internal Complaints Committee w.e.f. 21^st May, 2024 to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees.

The Company has displayed the policy on prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

34. SAFETY, HEALTH AND ENVIRONMENT

35. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is also displayed on the website of the Company and the weblink of the same is http://jaysynth.com/Jaysynthorgochem_Policies.html

Your Company also takes adequate steps wherever required to minimise the risks involved in the business. Further in the opinion of the Board, during the financial year ended 31^st March, 2024, your Board has not noticed any elements of risks which may threaten the existence of the Company.

36. CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 of the Act relating to Corporate Social Responsibility were not applicable to the Company as the Company does not fall under the criteria as specified under Section 135(1) of the Act.

However, pursuant to the Scheme, the contribution made towards CSR activities by Erstwhile Jaysynth Dyestuff (India) Limited (''15.80 Lakhs) and Erstwhile Jaysynth Impex Private Limited (''14.00 Lakhs) aggregating to ''29.80 Lakhs in accordance with the provisions of the Act have been disclosed by the Company in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 which forms part of this report and is attached as ANNEXURE - III.

37. PARTICULARS OF EMPLOYEES

38. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations, the provision with regard to Corporate Governance is not applicable to the Company as the paid up equity capital does not exceed ''10 crores and net worth does not exceed '' 25 crores as on the last day of the previous financial year i.e. 31^st March, 2023. Further your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices.

Pursuant to the Scheme, the financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination but the same have not been considered for the purpose of applicability of the provisions with regard to Corporate Governance.

39. AUDITORS

a) Internal Auditor - Your Company had appointed Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year ended 31^st March, 2024. She has conducted the Internal Audit of the Company on periodical intervals and reports of the same were placed before for the Audit Committee Meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Your Company had appointed M/s. KDA & Associates, Practicing Company Secretaries, as a Secretarial Auditor for the financial year ended 31^st March, 2024 to carry out the secretarial audit of the Company.

As per the provisions of the Act, the Auditors Report on Financial Statements for the year ended 31^st March 2024 as issued by the Statutory Auditor M/s. A H J & Associates, Chartered Accountants, forms part of this Annual Report.

d) Cost Auditor - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31^st March, 2024 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

40. INSURANCE

All the assets of the Company are adequately insured.

41. VIGIL MECHANISM

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) and Schedule V of the SEBI Listing Regulations, it is required to annexe Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31^st March, 2024 forms part of this report and is attached as ANNEXURE-V.

43. BOARD DIVERSITY

44. GREEN INITIATIVES

45. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Indian Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

46. HUMAN RESOURCES

However, the group of ex-workmen of Patalganga unit have raised dispute regarding the settlement of their dues. Total legal dues of the workers at Patalganga unit were settled and paid pursuant to the consent order passed by the Hon''ble High Court of Bombay on 03^rd October, 2003. However, certain workers filed an appeal against the consent order before the Division bench of the Hon''ble High Court, Bombay, which was dismissed in July, 2005. Even an appeal filed before Hon''ble Supreme Court of India by the aforesaid workmen was subsequently withdrawn by the concerned workers. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour, Panvel. On failure of the conciliation proceedings, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. The Company challenged the order of adjudication passed by Labour Commissioner, before the Division Bench of Hon''ble High Court, Bombay and as per the directions given by the Hon''ble High Court, Bombay the said adjudication before the Industrial Court has been stayed and the matter is pending.

In November 2023, another Union viz Shramik Utkarsha Sabha, not having locus-standie, claiming representation of ex-workers of JD-2 Patalganga unit, filed a complaint before Industrial Court, Thane. The complaint of the said Union states that legal dues of the said workmen are not fully paid & have sought various interim reliefs. The Company has made submission to the court denying the allegation of the said Union. The matter is pending before Industrial Court.

47. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

48. OTHER DISCLOSURES

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

a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

b) Issued any sweat equity shares as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

c) Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

e) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

49. ACKNOWLEDGEMENT AND APPRECIATION

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 41st Annual Report of the Company together with its audited financial statements for the year ended March 31, 2015.

A. FINANCIAL RESULTS:

(Rs In lacs)

Paticulars Year Ended Year Ended March 31, 2015 March 31, 2014

Revenue from Operation 82.96 -

Other Income 37.71 98.08

Total Income 120.67 98.08

Profit/Loss before depreciation, (36.81) (208.03) taxes and extraordinary item

Depreciation (70.74) (82.07)

Loss before Extraordinary Income (107.55) (290.10)

Exceptional Item - (320.11)

Tax expenses related to prior year 0.58 0.01

Loss for the year (108.13) (610.22)

B. REVIEW OF PERFORMANCE

Your Directors wish to inform that during the financial year ended March 31, 2015 the revenues from operations and other income aggregated to Rs 120.67 lacs as against Rs 98.08 lacs during the previous year. During the year under the review, the Company has incurred loss amounting to Rs 108.13 lacs against Rs 610.22 over the previous year. Company has managed to curtail loss to certain extent, however it could not start the manufacturing operations during the Financial Year 2014 -15.

C. STATE OF COMPANY AFFAIRS

In view of financial constraint being faced by the Company, resumption of manufacturing activity at Patalganga unit is getting delayed. The Company is making efforts to arrange long term funds for capital expenditure to be incurred at Patalganga unit and restart the manufacturing operations.

During the year under review, the Company has not incurred any capital expenditure.

There was no change in business activity of the Company during the Financial Year 2014-15.

D. INDUSTRIAL RELATIONS:

As reported earlier, possession of the erstwhile Turbhe Unit of the Company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in December, 2006. As regards to the legal matters pertaining to the some of the workmen of the said Turbhe Unit, pending before various courts, there is no significant change during the year and status remains same as mentioned in the previous annual report.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon'ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner of Labour. On failure of the conciliation, the Asst. Commissioner of Labour referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Asst. Commissioner of Labour before the Division Bench of Hon'ble High Court, Bombay and as per the interim order of the Hon'ble High Court, the said adjudication before the Industrial Tribunal has been stayed and the matter is pending for hearing.

E. CHANGES IN THE SHARE CAPITAL

There was no change in share capital of the Company during the Financial Year 2014-15.

F. HUMAN RESOURCE MANAGEMENT

A detailed section on Human Resource of the Company is provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report (Annexure - 3).

G. DELISTING OF EQUITY SHARES FROM NSE LIMITED

During the financial year under the review the Company delisted its Equity Shares from NSE Limited.

H. DIVIDEND

In view of accumulated losses incurred during the financial year 2014-15, the Company does not propose any dividend.

I. PARTICULARS OF EMPLOYEES

As the Company had only one employee the provisions relating to disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with the Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

The Company did not have any employee who was employed throughout the Financial Year 2014-15 and was in receipt of remuneration not less than Sixty Lacs.

The Company also did not have any employee who was employed for the part of the Financial Year 2014-15 and was is in receipt of remuneration for any part of that year which in aggregate was not less than Five Lacs per month.

No employee of the Company who was employed throughout the Financial Year 2014-15 or a part thereof was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in aggregate, is more than the remuneration of the Managing Director and holds by himself or along with his/her spouse and dependent children not less than two percent of equity shares in the Company.

J. CORPORATE SOCIAL RESPONSIBILITY

The Company had constituted a Corporate Social Responsibility Committee (CSR) comprising of following three directors:

Shri Mitesh D. Sejpal Chairman

Shri Sharadchandra S. Kothari Member

Shri Umesh T. Chandan Member

However, since the Company does not fall under the ambit of Section 135 of the Companies Act, 2013 and also the Company has incurred losses during the financial year 2014-15 it has not made any expenditure on CSR activities.

K. CORPORATE GOVERNANCE

The Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the annual report. A certificate from the Practicing Chartered Accountant regarding compliance of conditions of Corporate Governance is also annexed to the report on Corporate Governance (Annexure - 2).

Board Meetings

The Board of Directors met Four (4) times during the Financial Year 2014-15. The details of which are given in the Corporate Governance Report which forms part of this Annual Report.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee adopted the following policies:

1. Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees.

2. Policy for Determining Qualifications, Positive Attributes, Independence of an Independent Director and Criteria for Evaluation is annexed to Directors' Report (Annexure - 4 & 4.1).

Familiarisation Programme for Independent Directors'

Every Independent Director is issued a Letter of Appointment setting out in detail terms of appointment, duties and responsibilities of an Independent Director. In compliance with the provisions of the Clause 49 of the Listing Agreement, the Company had issued formal letters of appointment to the Independent Directors'. The terms and conditions of appointment of Independent Director is available on the Company's website and can be accessed at http://www.idorgochem.com/corporate.aspx/appointmentletter.pdf.

The Independent Directors are informed regarding all the updates in matters of Companies Act, 2013 and other applicable laws as and when required.

Annual Performance Evaluation of Board, Committees of Board and Individual Directors

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement, the performance evaluation was carried out as under:

Board:

In accordance with the criteria recommended by the Nomination and Remuneration Committee, the Board evaluated its own performance, having regard to various criteria such as composition of the Board, Board process, decision making process at the Board meeting, information shared at the Board, frequency of the Board Meeting and updation of knowledge relating to the business and laws at the Board meeting. Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as composition of the Committee, Committee process, decision making process at the Committee meeting, information shared at the Committee meeting, frequency of the Committee Meeting and updation of knowledge relating to the business and laws at the Committee meeting etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement.

Individual Directors:

a) Independent Directors: In accordance with criteria recommended by the Nomination and Remuneration Committee which was approved by the Board, the performance of each independent director was evaluated by entire Board of Directors (excluding the Director being evaluated) on various parameters like educational and professional background, industry experience standing in the profession. The Board expressed its satisfaction on performance of the Independent Directors. The Board also acknowledged and appreciated the inputs and expertise provided by all the Independent Directors on matters relating to business of the Company.

b) Non Independent Directors: In accordance with the criteria recommended by the Nomination and Remuneration Committee which was later approved by the Board, the performance of each non independent director was evaluated by the Board of Directors (excluding the Director being evaluated) the various criteria considered for the purpose of evaluation included educational and professional background, industry experience standing in the profession. Further Independent Directors at its separate meeting also evaluated the performance of non independent directors. The Board and Independent Director expressed their satisfaction on performance of the Non Independent Director.

Detail regarding criteria for evaluation is annexed to the Directors' Report (Annexure - 4 & 4.1).

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met during the financial year 2014-15 to-

1. Review the performance of non-independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Declaration from Independent Director

The Company had received the necessary declaration from each independent director for the financial year 2014- 15 and at the time of their appointment, in accordance with Section 149 (7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, stating that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Risk Management

Since the Company was not in operation no risk management policy was implemented or developed by the Company. However the Company does make necessary checks on the regular basis to identify the risks associated with the business and takes necessary steps to mitigate the same.

Directors and Key Managerial Personnel

During the Financial year 2014-15, the Company had appointed Shri. Sharadchandra S. Kothari (DIN: 00184421) as a Managing Director for a period of 3 (Three) years commencing from October 01, 2014 to September 30, 2017 by passing a Special Resolution at the Annual General Meeting held on September 24, 2014.

Further the Company had appointed Shri. Jay K. Manek (DIN: 00184770), Shri. Mitesh D. Sejpal (DIN: 06562026), and Shri. Umesh T. Chandan (DIN: 00184677) as an Independent Directors for a period of 5 (Five) years commencing from September 24, 2014 to September 23, 2019 by passing an Ordinary Resolution at the Annual General Meeting held on September 24, 2014.

During the financial year 2014-15, Company had appointed Smt. Falguni K. Manek (DIN:07162562), as an Additional Director under Woman and Non Executive category w.e.f. March 31, 2015, and who consequently resigned with effect from August 10, 2015.

Further Shri Jay K. Manek (DIN: 00184770) also resigned from the position of the Independent Director of the Company w.e.f. March 26, 2015.

Shri. Shrikant K. Kothari (DIN: 00184811), Director of the Company, will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 of the Companies Act, 2013 and being eligible, offers himself for reappointment The Board of Directors of the Company recommend his re-appointment. Shri. Shrikant K. Kothari after being reappointed as a director immediately on retirement by rotation shall continue to hold his office of Director.

The Company had appointed Smt. Bharati R. Chandan as an Additional Director under Independent Woman Director Category who holds office upto ensuing Annual General Meeting.

Directors' Responsibility Statement

In compliance of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. that we 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 at the end of the financial year and of the profit and loss of the company for that period;

c. that proper and sufficient care has been taken 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. that the annual accounts have been prepared on a going concern basis;

e. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Audit Committee

The Company in compliance with Section 177 of the Companies Act, 2013, read with applicable provisions thereof and Clause 49 of the Listing Agreement reconstituted Audit Committee. It comprises of three Non-Executive Directors, viz; Shri. Jay K. Manek, Shri. Mahendra K. Kothari and Shri. Umesh T Chandan.

The Chairman of the Committee is Shri. Jay Manek.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to Corporate Governance Norms. In the meeting of the Board of Directors of the Company held on May 28, 2014, the Board of Directors aligned the terms of reference and scope and functioning of the Audit Committee with the new requirements of the Companies Act, 2013 and Listing Agreement norms.

Adequacy of Internal Financial Controls

The Company has adequate system of internal controls to ensure that all the assets of the Company are safeguarded and are productive. Necessary checks and balances are in place to ensure that transactions are adequately authorized and reported correctly.

Related Party Transactions

The Company had entered into any related party transaction during the Financial Year 2014-15, however the same were on arm's length basis and in ordinary course of business and the Audit Committee and Board have taken the note of the same and approved the same on timely basis in compliance with the provisions of Section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Company has formulated and adopted a whistle blower policy which will enable all the employees, directors and other stakeholder to raise and report their genuine concerns.

Prevention of Sexual Harassment at Workplace

Provisions relating to Sexual Harassment at Workplace are not applicable to the Company as there was only one employee during the Financial Year 2014 -15.

Subsidiaries, Joint Ventures or Associate Companies

No company became or ceased to be a subsidiary, joint venture or associate company during the Financial Year 2014-15.

Statutory Auditors

The Auditors, M/s. Maganlal & Ajay Mehta, Chartered Accountants, Mumbai having Firm Registration No.105730W shall retire at the ensuing Annual General Meeting and, being eligible, offers themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

As per the requirement of Section 139 of the Companies Act, 2013, the Company has already obtained consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed.

The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Cost Audit

For the year under review the cost audit is not applicable pursuant to the amendment in Companies (Cost Records and Audit) Rules, 2014.

Secretarial Audit

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to conduct Secretarial Audit and annexe with its Directors' report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors had appointed M/s. Kaushal Dalal & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15 and their report is annexed to this Directors' report. (Annexure-5).

Secretarial Auditor has made and mentioned the following observations in its report,

1. As per the Section 203 (Appointment of Key Managerial personnel) of the Companies Act, 2013 and the rules made thereunder, the Company is required to appoint Chief Financial Officer (CFO) and a Company Secretary (CS) from the date of notification of Section 2013 i.e 01st April, 2014 as the said Section is been effect from this date, however the Company has not yet appointed CFO and a CS as on 31st March, 2015 under the Section 203. The Board clarified that since the Company is incurring losses and there are no significant business operations conducted by the Company during the financial year 2014-15. On event of such circumstances, it had not appointed any Key Managerial Personnel.

2. The Company was required to pass a Special Resolution in its General Meeting to increase its borrowing limits as per Section 180 (1)(c) of the Companies Act, 2013 and the rules made thereunder, however has failed to pass such resolution and have borrowed money during the period under Audit.

The Board clarified that the lapse in compliance was made inadvertently and the Company is placing the resolution for approval in the ensuing Annual General Meeting.

3. The Board of Directors vide Circular Resolution passed on March 31, 2015 approved the appointment of Ms. Falguni Manek as an Additional Director under the capacity of women Non executive Director Independent Director w.e.f March 31, 2015 however, the DIN of Ms. Falguni Manek was generated on April 18, 2014 The Board clarified that the appointment of the Director was made inadvertently and the said Director has resigned from the position of Additional Director.

Extract of Annual Return

Extract of Annual Return of the Company in Form MGT-9 is annexed to this Report. (Annexure-1).

Significant and Material Orders passed by the Regulators or Courts.

During the Financial Year 2014-15 there were no significant or material orders passed by any Court or Regulators involving the Company.

Particulars of Loans, Guarantees or Investments

There have been no loans, guarantee or investments made by Company under Section 186 of the Companies Act, 2013 during the Financial Year 2014-15.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report. (Annexure-6).

Deposits covered under Chapter V of the Companies Act, 2013

Your Company has not accepted any public deposits under Chapter V of Companies Act, 2013, during the Financial Year 2014-15.

L. GREEN INITIATIVES

Ministry of Corporate Affairs encourages and supports green initiatives in Corporate Governance by allowing paperless compliances by companies through electronic mode. Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses. Your Company appeals to its shareholders, who are yet to register their E-mail addresses to take necessary steps for registering the same so that they can also become a part of the green initiative and contribute towards a greener environment.

M. ACKNOWLEDGEMENT AND APPRECIATION

Board acknowledges and places on record their appreciation to Customers, Vendors, Dealers, Investors, Business Associates, Bankers, Government and Regulatory Authority and BSE Limited for their continued support.

Place : Mumbai Date : August 14, 2015 For JD ORGOCHEM LIMITED

Registered Office : Sharadchandra S. Kothari 01,"Sumer Kendra" Chairman and Managing Director P. B. Marg, Worli, DIN: 00184421 Mumbai - 400 018.

Mar 31, 2014

The Members,

The directors hereby present their 40th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2014.

1. FINANCIAL RESULTS: (Rs. In lacs)

Paticulars Year Ended Year Ended March 31, 2014 March 31, 2013

Gross sales 0 0

Other income 98.08 130.15

Total Income 98.08 130.15

Profit /(Loss) before depreciation, taxes and extraordinary Item (208.03) (272.19)

Depreciation (82.07) (305.50)

Loss before extraordinary income (290.10) (577.69)

Exceptional Item (320.11) 0

Tax expenses related to prior year (0.01) (0.00)

Loss for the year (610.22) (577.69)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE:

Your Company has recorded no sales during the year under review and during the previous year. There was no manufacturing activity at Company''s Patalganga unit during the year under review.

The Company incurred operating loss of Rs. 610.22 lacs during the year under review, as against loss of Rs. 577.69 lacs during the previous year.

4. DELISTING OF SECURITIES FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE):

The Board has accorded its approval to delist the securities of the Company from National Stock Exchange of India Limited (NSE) at its meeting held on May 28, 2014. However, National Stock Exchange of India Limited (NSE) has delisted the securities of the Company w.e.f. July 18, 2014. The Equity Shares of the Company shall continue to remain listed on the Bombay Stock Exchange Limited (BSE).

5. DIRECTORS:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Shri Mitesh D. Sejpal and Shri Umesh T. Chandan were appointed as an Additional Directors designated as an Independent Director w.e.f. May 29, 2014 and they shall hold office up to the date of the ensuing Annual General Meeting. Further, the Company have received notices from Member proposing Shri. Mitesh D. Sejpal, Shri. Umesh T. Chandan and Shri. Jay K. Manek as candidates for the office of Directors.

In terms of the Articles of Association of the Company, Shri Mahendra K. Kothari, Director retiring at the ensuing Annual General Meeting, and being eligible, has offer himself for re-appointment as a Director.

6. AUDITORS:

The Company''s Auditors, M/s. Maganlal & Ajay Mehta, Chartered Accountants, Mumbai bearing Firm Registration No.105730W retires by rotation as the Statutory Auditors of the Company.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a consent and a written certificate from them to the effect that their appointment, if made, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable. You are

requested to re-appoint them as the Statutory Auditors of the Company for the financial year 2014-15.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217(2AA) of the Companies Act, 1956, the directors hereby state that:

i. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;

iii. the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, is annexed hereto and form part of this report. Information regarding foreign exchange earnings and outgo is also given in the annexure forming part of this report.

9. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders'' information as prescribed under Clause 49 of the Listing Agreement is annexed as a part of this report along with the Auditor''s Certificate on corporate governance.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

11. PARTICULARS OF EMPLOYEES:

The Company has no employee covered under provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

12. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposit from the public.

13. INDUSTRIAL RELATIONS:

As already reported, possession of the erstwhile Turbhe Unit of the Company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in December, 2006. As regards to the retrenched workmen of the said Turbhe Unit, the legal case is still pending before Industrial Tribunal, Thane. As regards to employees of Turbhe Unit whose services were transferred to Viramgam Unit, the writ petition is still pending before the Hon''ble High Court, Bombay and the stay on Industrial Court order is continuing. The disputes regarding termination of the services of workmen for reasons such as committing violence, not following transfer orders and committing fraud in medical claims are also pending before Labour Court, Thane. In respect of the said workmen whose services were terminated, the Company has filed writ petitions before the Hon''ble High Court, Bombay for quashing and setting aside of the orders of the Industrial Court granting various relief. With regards to the issue of lockout matter of the said Turbhe Unit, upon the appeal by the Company, the Hon''ble High Court stayed the order of the Hon''ble Industrial Court and the matter is pending for final hearing.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before HonRs.ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst.

Commissioner Labour. On failure of the conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Hon''ble Division Bench of Hon''ble High Court, Bombay, which is pending for hearing.

14. ACKNOWLEDGMENTS:

Your Directors acknowledge and thank the customers, shareholders, vendors, state government authorities, business associates and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai Sharadchandra S. Kothari Date : May 28, 2014 Chairman & Managing Director

Mar 31, 2013

To, The Members,

The directors hereby present their 39th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2013

1. FINANCIAL RESULTS: (Rs.In Lacs) PATICULARS YEAR ENDED YEAR ENDED MARCH 31, 2013 MARCH 31, 2012

Gross sales 0 0.24

Other income 130.30 122.06

Total Income 130.30 122.30

Profit / (Loss) before depreciation, taxes and xtraordinary Item (272.19) 10.77

Depreciation (305.50) (352.09)

Loss before extraordinary income (577.69) (341.32)

Tax expenses related to prior year (0.00) (0.01)

Loss for the year (577.69) (341.33)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE:

Your company has recorded no sales during the year under review as against Rs. 0.24 lacs during the previous year. There was no manufacturing activity at company''s patalganga unit during the year under review.

The company incurred operating loss ofRs. 577.69 lacs during the year under review, as against loss of Rs. 341.32 lacs during the previous year.

4. FINANCE:

Repayment schedule of Zero Coupon Loan (ZCL) of Rs. 916.80 lacs is altered and will now be repaid in sixteen installments of Rs. 57.30 lacs each commencing from 31st March, 2013 and ending on 31st December, 2016. First such installment of Rs. 57.30 lacs is paid during the year under review.

5. DIRECTORS:

Shri Dinkar M. Naik who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

6. AUDITORS:

The company''s Auditors M/s.Maganlal & Ajay Mehta, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

7. QUALIFICATION IN AUDITORS'' REPORT:

The auditors'', in their report for the financial year under review, have on the basis of qualified opinion mentioned that "Adequacy of the provisions made for meeting workers'' liability cannot be ascertained, as referred to in Note No.7.1 & 8.1 of Notes to the Financial Statement."

Dues payable to the workers on account of retrenchment and resignations/terminations are provided in the accounts since earlier years on estimated basis. The litigation in the matter is still going on in the Courts. Exact financial liability on this account cannot be ascertained at this stage and therefore, no additional provision has been made.

The auditors'', in their report for the financial year under review have mentioned that "No provision has been made in the accounts for advances fo Rs. 178 lacs given to M/s. Jaysynth Polychem Private Limited in earlier years as referred to in note no. 14.1 of Notes to Financial Statement resulting into the understatement of accumulated losses by Rs.178 lacs."

Your Directors are of the opinion that, there are fair chances of recovery of advance of Rs. 158 lacs from Jaysynth Polychem Pvt. Ltd.,

The auditor''s, in their Report on the other legal and regulatory requirements, have mentioned that on the basis of written representation received from all the directors of the company as on March 31. 2013 and taken on record by the board of directors and information about the company''s failure to redeem its debentures on due date in earlier years and failure continued for more than one year, we report that all the directors are disqualified as on March 31, 2013 from being appointed as a director of any other public company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956."

None of the Director of the Company is Director on the Board of any other Limited Company; according to information given by the respective director.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors hereby state that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2013 and of the loss of the Company for the year ended on that date;

iii. the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988, is annexed hereto and form part of this report. Information regarding foreign exchange earnings and outgo is also given in the annexure forming part of this report.

10. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders'' information as prescribed under Clause 49 of the Listing Agreement is annexed as a part of this report along with the Auditor''s Certificate on corporate governance.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

12. PARTICULARS OF EMPLOYEES:

The company has no employees covered under provisions of Section 217(2A) of the Companies Act, 1956 read with companies (particulars of employees) rules, 1975.

13. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposit from the public.

14. INDUSTRIAL RELATION:

As already reported, possession of the erstwhile Turbhe Unit of the company was taken over by majority of Secured Creditors under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) in 2006. As regards to the retrenched workmen of the said Turbhe Unit, the legal case is still pending before Industrial Tribunal, Thane. As regards to employees of Turbhe Unit whose services were transferred to Viramgam Unit, the writ petition is still pending before the Hon''ble High Court Bombay and the stay on Industrial Court order is continuing. As the workers did not report at Viramagam despite of the order from High Court their services were terminated. The dispute regarding termination of their services is also pending before Labour Court, Thane. With regards to the issue of lockout matter of the said Turbhe Unit, upon the appeal by the Company, the Hon''ble High Court, stayed the order of the Hon''ble Industrial Court and the matter is pending for final hearing.

Dues of the workers at Patalganga unit, as already informed, were settled pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon''ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour. On failure of the conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane, for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Hon''ble Division Bench, Bombay which is pending for hearing.

15. ACKNOWLEDGMENTS:

Your directors acknowledge and thank the customers, shareholders, vendors, state government authorities, business associates, and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Mumbai S. S. KOTHARI

Dated : May 20, 2013 Chairman & Managing Director

Mar 31, 2012

The directors hereby present their 38th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

PARTICULARS YEAR ENDED YEAR ENDED MARCH 31, 2012 MARCH 31, 2011

Gross sales 0.24 132.71

Other income 122.06 71.39

Total Income 122.30 204.10

Profit/(Loss) before depreciation, taxes and extraordinary item 10.77 (0.06)

Depreciation (352.09) (362.56)

Loss before extraordinary income (341.32) (362.62)

Tax expenses related to prior year (0.01) (0.01)

Loss for the year (341.33) (362.63)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE:

Your company has recorded gross sales of Rs. 0.24 lacs during the year under review as against Rs. 132.71 lacs during the previous year. There was no manufacturing activity at company's Patalaganga unit during the year under review.

The company incurred operating loss of Rs. 341.32 lacs during the year under review, as against loss of Rs. 362.62 lacs during the previous year.

4. FINANCE:

Repayment schedule of Zero Coupon Loan (ZCL) of Rs. 1146 lacs is altered and will now be repaid in ten equal installments commencing from 30th March, 2012 and ending on 30th March, 2015. First such installment of Rs. 114.60 lacs is paid during the year under review.

5. SUBSIDIARY COMPANY:

As already reported, M/s. Jaysynth Anthraquinones Limited (JAL), wholly owned subsidiary of the Company was declared a sick industrial company u/s 3 (1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide Hon'ble Board for Industrial and Financial Reconstruction (BIFR) order dated 6.12.2005. Draft Rehabilitation Scheme (DRS) was submitted to Hon'ble BIFR which inter alia envisaged amalgamation of JAL with M/s. Jaysynth Impex Limited (JIL). Subsequently, Hon'ble BIFR vide its Order dated 25th January, 2012 approved the Rehabilitation Scheme. Accordingly, JAL is amalgamated with JIL. Pursuant to amalgamation your Company has been allotted 275,000 shares of Rs. 1/- each of JIL.

6. DIRECTORS:

Shri Shrikant K. Kothari who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

7. AUDITORS:

The company's Auditors M/s.Maganlal & Ajay Mehta, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re-appointment.

8. QUALIFICATION IN AUDITORS' REPORT:

The auditors', in their report for the financial year under review, have under Serial No. 3(v)(a) mentioned that "Adequacy of the provisions made for meeting the workers' liabilities cannot be ascertained, as referred to in Note No. 7.1 & 8.1 of Notes to Financial Statement."

Dues payable to the workers on account of retrenchment and resignations/terminations are provided in the accounts since earlier years on estimated basis. The litigation in the matter is still going on in the Courts. Exact financial liability on this account cannot be ascertained at this stage and, therefore, no additional provision has been made subsequently.

The auditors', in their report under Serial No. 3(v)(b) have mentioned that "No provision has been made in the accounts for the diminution in the value of investment in the shares of M/s. Jaysynth Polychem Private Limited as referred to in note no. 13.2 of Notes to Financial Statement as well as of advance given as referred to in note no. 14.1 of Notes to Financial Statement resulting into the understatement of accumulated losses by Rs. 402.25. During the current year the management will make assessment of amounts to be realized from the investment and the advance and loss, if any, will be provided for.

The auditors', in their report under Serial No. 3(vi) have mentioned that "No provision has been made of Rs. 12.91 lacs for Gram Panchayat Tax payable for the year under reference resulting into understatement of the losses to that extent.

The Company has made application to Vadgaon Gram Panchayat for waiver of the Gram Panchayat Tax. Hence, the provision has not been made.

The auditor's, in their Report at Serial No. 3(vii) have mentioned that on the basis of written representation received from all the directors of the company as on March 31, 2012 and taken on record by the board of directors and information about the company's failure to redeem its debentures on due date in earlier years and failure continued for more than one year, we report that all the directors are disqualified as on March 31, 2012 from being appointed as a director of any other public company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956."

None of the Director of the Company is Director on the Board of any other Limited Company; according to information given by the respective director.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors hereby state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2012 and of the loss of the Company for the year ended on that date;

iii. the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(i)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988, is annexed hereto and form part of this report. Information regarding foreign exchange earnings and outgo is also given in the Annexure forming part of this report.

11. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders' information as prescribed under Clause 49 of the Listing Agreement is annexed as a part of this report along with the Auditor's Certificate on corporate governance.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

13. PARTICULARS OF EMPLOYEES:

The company has no employees covered under provisions of Section 217(2A) of the Companies Act, 1956 read with companies (particulars of employees) rules, 1975.

14. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposit from the public.

15. INDUSTRIAL RELATION:

As already reported, the case of retrenched workmen of Turbhe Unit is still pending before Industrial Tribunal, Thane. As regards transfer of employees of Turbhe Unit to Viramgam Unit, the writ petition is still pending before the Hon'ble High Court Bombay and the stay on Industrial Court order is continuing. As the workers did not report at Viramagam despite of the order from High Court their services were terminated. The dispute regarding termination of their services is also pending before Labour Court, Thane. With regards to the issue of lockout matter of the Turbhe Unit, the Hon'ble Industrial Court allowed the complaint filed by the Union. In appeal by Company, the Hon'ble High Court, stayed the order of the Hon'ble Industrial Court and the matter is pending for final hearing.

Dues of the worker at patalganga unit as already informed, were settled in pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Hon'ble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour. On failure of conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Hon'ble Division Bench, Bombay which is pending hearing.

16. ACKNOWLEDGMENTS:

Your directors acknowledge and thank the customers, shareholders, vendors, state government authorities, business associates, and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

S. S. KOTHARI Chairman & Managing Director

Place : Mumbai Dated : August 13, 2012

Mar 31, 2010

The directors hereby present their 36th Annual Report along with the audited statement of accounts of the Company for the year ended March 31, 2010.

1. FINANCIAL RESULTS : (Rs. In Lacs)

YEAR ENDED YEAR ENDED

PArTICULARS MARCH 31, 2010 MARCH 31, 2009

Gross sales 90.55 13.11

Other income 69.15 (12.65)

Total Income 159.70 0.46

Loss before depreciation, taxes and (324.04) (161.90)

extraordinary Item_

Depreciation (365.09) (365.58)

Loss before extraordinary income (689.13) (527.48)

Extraordinary Income 714.88 27693.19

Profit/ (Loss) 25.75 27165.71

Short provision of fringe benefits tax (0.03) (0.14)

Prior period adjustments (16.36) (0.32)

Opening balance of profit & (loss) a/c (6918.63) (34083.88)

Balance carried to balance sheet (6909.27) (6918.63)

2. DIVIDEND:

In view of accumulated losses, your directors do not propose any dividend for the year under review.

3. PERFORMANCE :

Your company has recorded gross sales of Rs.90.55 lacs during the year under review as against Rs. 13.11 lacs during the previous year.

The company incurred operating loss of Rs.689.13 lacs during the year under review, as against loss of Rs.527.48 lacs during the previous year. However, after accounting for extraordinary Income amounting to Rs.714.88 lacs, arising due to write back of secured debt and on secure debt including interest, pursuant to one time settlement of debt with Financial Institutions and prior period adjustment, the net result is profit of Rs.9.36 Lacs during the year under review.

4. FINANCE :

Your Company has by way of One Time Settlement with Life Insurance Corporation of India, LIC Mutual Fund, and Unit Trust of India has settled outstanding dues on 76,000 Zero Coupon Debentures of Rs. 100/- each, Zero Coupon Loan aggregating to Rs.54.00,000/- and Secured Loan aggregating to Rs.43,20,000/-. During the year under review Asset Reconstruction Company Ltd. (ARCIL), Stress Asset stabilization Fund (SASAF) and Arcil SBPS-001-IX Trust have vide separate deeds of assignment, have assigned their out standing debt of the Company including 16,04,000 Zero Coupon Debentures of Rs. 100/-, Zero Coupon Loan of Rs. 1146 Lacs and secured loan of Rs.916.80 Lacs to M/s. Bharti Polytex Pvt. Ltd. Hence, M/s. Bharti Polytex Pvt. Ltd. have become a major debtor of the Company.

M/s. Bharti Polytex Pvt. Ltd. has altered the redemption period of 16,04,000 Zero Coupon Debentures, redeemable at 50% premium. The said Debentures will now be redeemed in ten Quarterly installments commencing from 30th June, 2013 and ending on 30th September, 2015. Repayment schedule of Zero Coupon Loan (ZCL) of Rs. 1146 Lacs is also altered and will now be repaid in five quarterly installments commencing from 30th March, 2012 and ending on 30th March, 2013.

5. DIRECTORS:

Shri Lalit K. Chaudhari who retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

6. AUDITORS:

The companys Auditors M/s. Maganlal & Ajay Mehta, Chartered Accountants, retire at the conclusion of the ensuing annual general meeting and being eligible, offer themselves for re- appointment

7. QUALIFICATION IN AUDITORS REPORT :

The auditors, in their report for the financial year under review, have under Serial No. 3(v)(a) mentioned that "Adequacy of the provisions made for meeting the workers liabilities cannot be ascertained, as referred to in Note No.14 of Schedule R."

Dues payable to the workers on account of retrenchment and resignations/terminations are provided in the accounts since earlier years on estimated basis. The litigation in the matter is still going on in the Court. Therefore, exact financial liability on this account cannot be ascertained at this stage and, therefore, no additional provision has been made subsequently.

The auditors, in their report under Serial No. 3(v)(b) have mentioned that "No provision has been made in the accounts for the deterioration in the value of investment in the shares of Jaysynth Anthraquinones Limited and Jaysynth Polychem Private Limited as well as of advances given as referred in note no. 15 of Schedule R resulting into the understatement of accumulated losses by Rs.1731.16 Lacs."

No provision is made, as Jaysynth Anthraquinones Limited has submitted Draft Rehabilitation Scheme to Honble BIFR which is likely to come up for hearing. The provision, if any, in respect of the same shall be made upon the sanction of the scheme by BIFR.

The auditors, ip their Report at Serial No. 3(vi) have mentioned that On the basis of written representation received from all the directors of the company as on March 31, 2010 and taken on record by the board of directors and information about the companys failure to redeem its debentures on due date in earlier years and failure continued for more than one year, we report that all the directors are disqualified as on March 31, 2010 from being appointed as a director of any other public company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956."

None of the Director of the Company are Directors on the Board of any other Limited Company.

8. CONSOLIDATED FINANCIAL STATEMENT :

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, are attached for your reference. The consolidated financial statements form part of this annual report.

9. DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors hereby state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently, and have 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 at March 31, 2010 and of the loss of the Company for the year ended on that date;

iii. the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

The information required under Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars In the report of board of directors) Rules, 1988, is nol applicable as the Company did not have manufacturing activity during the year under review There are no foreign exchange earnings & outgoings during the year under review.

11. CORPORATE GOVERNANCE:

A separate report on corporate governance along with General Shareholders information as prescribed under Clause 49 of the Listing Agreement, is annexed as a part of this Report along with the Auditors Certificate on corporate governance..

12. SUBSIDIARY COMPANIES:

The information required under Section 212 of the Companies Act, 1956 relating to subsidiary companies is attached. The Annual Accounts of your Companys subsidiaries viz. Jaysynth Anthraquinones Ltd. and Jaysynth (Europe) Ltd. duly audited are attached with the accounts of the Company.

M/s. Jaysynth Anthraquinones Ltd. (JAL) a wholly owned subsidiary has pursuant to rehabilitation scheme prepared in consultation with ICICI Bank Ltd., the (Operating Agency), appointed by Honble Board for Industrial and Financial Reconstruction (BIFR), submitted Draft

Rehabilitation Scheme (DRS) which inter alia proposes to amalgamate JAL with M/s. JAYSYNTH IMPEX LTD. with effect from 1st April, 2009. The DRS is pending for hearing before Honble BIFR.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per clause 49 of the Listing Agreements with the Stock Exchanges, a separate Section on management discussion and analysis report is appended to this report.

14. PARTICULARS OF EMPLOYEES:

Hie company has no employees covered under provisions of Section 217(2A) of the Companies Act, 1956 read with companies (particulars of employees) rules, 1975.

15. FIXED DEPOSITS:

Your company has not accepted any Fixed Deposit from the public.

16. INDUSTRIAL RELATION:

As regards Turbhe Unit, the case of retrenched workmen is still pending before Industrial Tribunal, Thane. As regards transfer of employees of Turbhe Unit to Viramgam Unit, the writ petition is still pending before the Honble High Court Bombay and the stay on Industrial Court order is continuing. As the workers did not report at Viramagam despite of order from High Court their services were terminated. The dispute regarding termination of their services is also pending before Labour Court, Thane. With regards to the issue of lockout matter of the Turbhe Unit, the Honble Industrial Court allowed the complaint filed by the Union. In appeal by Company, the Honble High Court, stayed the order of the Honble Industrial Court and the matter is pending for final hearing.

Dues of the worker at patalganga unit were settled in pursuant to the consent order passed by the High Court. However, some of the workers filed appeal against the consent order before the division bench, which was dismissed. Appeal filed before Honble Supreme Court of India by some of the workmen was withdrawn by the concerned employees. Thereafter, the workers union took up the same in conciliation before Asst. Commissioner Labour. On failure of conciliation, the Labour Commissioner referred the matter to Industrial Tribunal, Thane for adjudication. Company has challenged the order of adjudication passed by Labour Commissioner before the Honble Division Bench, Bombay which is pending hearing.

17. ACKNOWLEDGMENTS:

Your directors acknowledge and thank the customers, shareholders, dealers vendors, state government authorities, business associates, and banks for the support extended to the Company. Your Directors also record their appreciation for the commitment and dedication of the employees of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

PLACE : MUMBAI S.S. KOTHARI

DATED : August 13, 2010 CHAIRMAN & MANAGING DIRECTOR

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