Enter the first few characters of Company and click 'Go'

Directors Report of Meghmani Organics Ltd.

Mar 31, 2023

Your Board of Directors is pleased to present Fourth Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on March 31,2023.

FINANCIAL RESULTS

		(H in Lakhs)
Particulars	FY 2022-23	FY 2021-22
Revenue from Operations	2,53,169.32	2,46,831.09
Other Operating Revenue	2,504.59	2,566.06
Total Revenue from Operations	2,55,673.91	2,49,397.15
Other Income	9,596.31	9,623.51
Total Income	2,65,270.22	2,59,020.66
Profit Before Finance Cost & Depreciation	45,994.93	47,564.80
Finance Cost	6,440.54	933.29
Depreciation and Amortization Expenses	6,811.08	5,998.91
Profit Before Exceptional Items & Tax	32,743.31	40,632.60
Exceptional item	-	(611.14)
Profit Before Tax	32,743.31	41,243.74
Payment and Provision of Current Tax	7897.53	8,694.95
Deferred Tax Expenses/(Income)	(192.80)	1,751.57
Profit After Tax	25,038.58	30,797.22

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of the Company increased to H 2,55,673.91 Lakhs compared to H 2,49,397.15 Lakhs in the previous year, registering a growth of 2.52%. The EBITDA for the year under review decreased to H 36398.62 Lakhs compared to H 37,941.29 Lakhs. Your Company has earned Profit After Tax of H 25,038.58 Lakhs compared to previous year of H 30,797.22 Lakhs.

SEGMENT PERFORMANCE

Agro Chemicals

During the year under review, Agrochemicals constitutes ~76% of the overall companyâs revenue. Despite of multiple unfavourable global macro-economic challenges, the segmentâs EBITDA margins stood at 19.6% in FY23 vs. 20.2% in FY22. The Company is well positioned to benefit from âChina plus oneâ strategy of global players coupled with enhanced capacity eyeing on new molecules in agrochemicals.

Pigments:

During the year under review, Pigments constitutes ~24% of the overall companyâs revenue. Currently, pigment industry is going through a challenging phase resulting slow export demand and contraction in prices. During FY23 the pigment

divisionâs performance was adversely impacted due to liquidation of high-cost inventory. The pigment division recovery is likely to be expected from the coming quarters.

ACCREDITATION OF RESPONSIBLE CARE

Your Company has been presented with accreditation of Responsible Care (our Commitment to sustainability) for Agro Division (all units of agrochemicals) by Indian Chemical Council, apex industry body representing chemical industry in India pursuing "Responsible Care Programmeâ in the last quarter of the year under review.

Responsible CareÂ® (RC) is a global chemical industry''s voluntary initiative to drive continuous improvement in safe chemicals management and achieve excellence in Environmental, Health, Safety and Security (EHS&S) performance. In India, Responsible Care is monitored by the Indian Chemical Council (ICC), an apex industry body representing the chemical industry in India.

Responsible Care Guiding Principles pave the path of sustainable development for our Company and improves workplace safety systems. Successful implementation of Responsible Care ensures that our company will continue to provide beneficial products to society, continually reduce its negative impacts and while maximizing its positive contribution to human health, environment, economy and the society.

MULTI PURPOSE PLANT

During the year under review, your Company commissioned backward integrated Multi Product Plant in third quarter of FY2023 with installed capacity of 5,000 MTPA in the Dahej, which manufactures high value new-age insecticides, such as Lambdacyhalothrin Tech, Flubendamide & Beta Cyfluthrin, Cyfluthrin & Spiromesifenthe. This initiative is in line with Atmanirbhar Bharat initiative by Govt. of India and is in continuation to our strategic decision to meet growing agrochemical demand in domestic and Global market. This facility is anticipated to contribute a total revenue of H ~600 Crores on full year of operations.

PERFORMANCE OF SUBSIDIARY KILBURN CHEMICALS LIMITED

As you are aware that your Company has acquired Kilburn Chemicals Limited (KCL) through National Company Law Tribunal (NCLT) vide its order dated December 16, 2021. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and this acquisition would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO2) with initial capacity of 16,500 metric tons per annum (MTPA). This new facility is estimated to contribute H ~300 Crores on full year basis to the topline.

Titanium Dioxide (TiO2), an import substitution product, accelerates the Companyâs growth plans mirroring the Governmentâs âMake in Indiaâ & âAtmanirbhar Bharatâ vision.

MEGHMANI CROP NUTRITION LIMITED (MCNL)

MCNL a wholly owned subsidiary has entered into a licensing agreement with one of leading domestic fertiliser manufacturer for producing Nano Urea (Liquid) Fertilizer by using their domestically developed patented Technology.

Nano urea is revolutionary Liquid Fertilizer and is effective in enhancing the nutritional quality, cropâs productivity and additionally, it is environmentally safe. Indiaâs urea demand stands at 35 Million metric tons (MMT) per annum, of which nearly 29 MMT is produced domestically while the balance is imported. Government of India targets to eliminate Indiaâs dependency on urea imports by 2025 as more farmers adopt the usage of Nano Urea. Additionally, it will help reduce Governmentâs subsidy burden on the conventional urea.

MCNL is in the process for setting up the plant in Gujarat with a capex of H 150 crore to manufacture Liquid Fertilizer (Nano Urea). The Plantâs annual capacity is pegged at 5 crore bottles (~500 ml) per year, which is expected to commence the commercial production by Q4 FY24. It is anticipated to achieve a top line of H 1,000 crores on an annual basis from this project. Foray into Liquid Fertilizers amplifies the growth strategy of the company and in agrochemical division. MOLâs

foray into Nano Urea is aligned with the Prime Ministerâs vision of Atmanirbhar Bharat and increasing farmersâ income.

FIRE INSURANCE CLAIM

Fire in Dahej, SEZ in October 2022

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at SEZ unit, Dahej, on 22^nd October, 2022 majorly leading to loss of inventories. The Company has estimated a loss of H 39.25 Crores towards inventory and H 3.10 Crore towards Building and others. The Company has lodged a claim with the insurance company for the loss suffered which is under assessment. The Company is adequately insured for the above-mentioned loss of asset hence does not expect any material net-losses.

Fire in Panoli unit in April 2023

An unfortunate accident, a fire broke out in Finished Goods warehouse of Pigment Plant of the Company located at Panoli G.I.D.C. District - Bharuch on 16^th April, 2023. There is no impact on production as fire occurred at Finished Goods Warehouse. The Company has required insurance coverage to safeguard the loss/damage which is under assessment.

Fire in Agro-III at Dahej -2019

Your Company had received H 650 Lakhs in FY 2021 and H 611.14 Lakhs in FY 2022 against the Final Claim of material loss of H 1,300 Lakhs of erstwhile Meghmani Organics Limited. The Company has also submitted the Business Interruption claim to Surveyor which is under process by the insurance Company.

DIVIDEND

The Board of Directors has recommended a Final Dividend of H 1.40 per equity share (140%) on equity share for the Financial year 2022-23, which if declared at the ensuing Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be H 3,560.40 Lakhs which is same as in the previous year.

(A) Dividend Distribution Policy

As per Regulation 43A of the SEBI (LODR) Regulations, 2015, the top 1000 listed companies shall formulate a dividend distribution policy. Accordingly, your Company has formulated and adopted the policy setting out the parameters and circumstances that shall be taken into account by the Board in determining the distribution of dividend to its shareholders and retaining profits earned by the company. A dividend distribution policy as adopted by the Company is available on the website of the Company at www.meghmani.com in the investor section.

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year, unclaimed dividend amount of H 6.17 Lakhs pertaining to FY 2014-15 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

SHARE CAPITAL

As on March 31,2023,

1) the Authorised Capital is H 37.00 Lakhs divided into 37,00,00,000 equity shares of H 1 each.

2) the Paid up Equity Share Capital of the Company stood at 2,543.14 Lakhs divided into 25,43,14,211 equity shares of H 1 each.

During the year under review, the Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. The Company has not issued any convertible instrument during the year. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

AUDITORSâ REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on March 31,2023.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at March 31, 2023 was H 2,758.61 Lakhs compared with previous year of H 906.33 Lakhs. The Companyâs working capital management is based on a well- organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISIL has reaffirmed Long Term Rating CRISIL AA-/ Stable and Short Term Rating CRISIL A1 to its total Bank loan facility of H 876 Crore vide its letter RL/MEGORGN/314970/ BLR/0323/55396 issued on March 30, 2023 to the Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2023 is available on the website of the Company at www.meghmani.com in the investor section.

BOARD MEETINGS

During the year under review, the Board met four times on May 2, 2022, July 22, 2022, October 21, 2022 and January 21,2023. The compositions of the Board and its attendance have been given in the Report on Corporate Governance which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

5. Risk Management Committee

The details with regard to the composition, its attendance, of reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements / transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an armâs length basis.

During the year under review, there is a no material Related Party Transactions with related parties required to be reported in AOC-2.

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in Annexure- A appended to this report.

In accordance with the provisions of section 129(3) of the Companies Act, 2013 read with regulation 33 of SEBI (LODR) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report as Annexure - B. A policy relating to material subsidiaries as approved by the Board may be accessed on the Companyâs website in the investor section.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent and five executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Jayanti Patel and Mr. Anand Patel are the Directors retiring by rotation and being eligible have offered themselves for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENT

As on March 31, 2023, the Company has the following five subsidiaries;

Sr.	Name of the	Status
No.	Subsidiary	Status
1.	Meghmani Organics	Active - Distribution
	USA INC. (USA)	Business
2.	P T Meghmani	Operations Closed -
	Organics Indonesia (Indonesia)	Distribution Business
3.	Meghmani Overseas	Operations Closed
	FZE - Sharjah -Dubai	-Distribution Business
4.	Meghmani Crop	It is in the process of setting
	Nutrition Limited	up a project to manufacture
	(Earlier known as Meghmani Synthesis Limited)	Liquid Fertilizer (Nano Urea)
5.	Kilburn Chemicals	Resumed the operations to
	Limited	manufacture white pigments as per approved resolution Plan submitted to NCLT.

(B) KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there under, the following persons have been designated as Key Managerial Personnel of the Company:

1. Mr. Ankit Patel - Chief Executive Officer (CEO)

2. Mr. Gurjant Singh Chahal - Chief Financial Officer (CFO)

3. Mr. Jayesh Patel - Company Secretary

During the year under review, two directors Mr. C S Liew and Mr. Bhaskar Rao ceased to be independent director w.e.f. May 4, 2022 due to expiry of their term. Dr. Varesh Sinha and Mr. Shalin Mehta have been appointed as nonexecutive independent director of the Company by the Board of directors in their meeting held on July 22, 2022 which were subsequently approved by the members through postal ballot. Your company has the following 5 (Five) Independent Directors as on March 31,2023.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Dr. Varesh Sinha and

5) Mr. Shalin Mehta

(D) APPOINTMENT OF EXECUTIVE DIRECTORS

As on March 31,2023, the Company have the following executive directors;

Name	Designation	Tenure
Mr. Jayanti Patel	Executive	5 years from
	Chairman	June 1, 2021
Mr. Ashish	Managing	5 years from
Soparkar	Director	June 1, 2021
Mr. Natwarlal Patel	Managing	5 years from
	Director	June 1, 2021
Mr. Ramesh Patel	Executive	5 years from
	Director	June 1, 2021
Mr. Anand Patel	Executive	5 years from
	Director	June 1, 2021

The remuneration payable to Executive Directors includes fixed amount of salary and performance based remuneration which shall be decided by the Board of Directors collectively considering the performance of the Company. The details of remuneration paid to Executive Directors are given in the Corporate Governance Report.

(E) INDEPENDENT DIRECTORS DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company has spent H 219.31 Lakhs towards CSR activities in accordance with the policy on CSR and unspent CSR amount of H 292.00 Lakhs has been transferred to Unspent CSR account FY2023 on April 27, 2023 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - C to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy to deal with instance of unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

RISK MANAGEMENT

The risks are measured, estimated and controlled with the objective to mitigate its adverse impact on the business of the Company. The Company has inherent risk associated with its business apart from credit risk, liquidity risk and market risk. The Company has an effective risk management framework to monitor the risk controls in key business processes. In order to minimize any adverse effects on the bottom line, your Company takes various mitigation measures such as credit controls, foreign exchange forward contracts to hedge foreign currency risk apart from insuring its assets through various insurance policies.

CORPORATE GOVERNANCE

The Management of the Company ensures to maintain high standards of Corporate Governance in conducting its business and to exist an effective self-regulatory mechanism to protect the interest of various Stakeholders. Your Company has complied with the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on Corporate Governance for FY2022-23 prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure - D. The requisite Certificate from Shahs & Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance with the conditions of corporate governance is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V to the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTINABLE REPORTING (BRSR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility and Sustainable Reporting for the year under review, as stipulated under Regulation 34 (f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No: SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 is appended to this Report as Annexure - F.

INSURANCE

The Companyâs Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk Policy. The Company has insurance coverage for Product Liability, Public Liability, Marine coverage and Commercial General Liability (CGL). The Company has Directorsâ and Officersâ Liability Policy (D&OL) to provide coverage against the liabilities arising on them.

AGROCHEMICAL REGISTRATION

The Company has 690 registration of export (including Copartner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad. The company has 34 Trade Marks registrations.

RESEARCH & DEVELOPMENT

Research and Development (R & D) Center of the Company situated at Village Chharodi, Taluka: Sanand, District: Ahmedabad, state of the Art R&D facilities are spread over 5000 sq. feet area with ~35 researchers and scientists and have various sophisticated analytical instruments. R & D Center carries out development of off-patent molecules, improvements in process parameters, time cycle optimization and scale up of new technology from laboratory to production level.

The R&D center accredited with the GLP-certificate of OECD-GLP from National GLP Compliance Monitoring Authority (NGCMA), Department of Science and Technology, Government of India since Oct-2017. Currently GLP Certificate N0: GLP/C-162/2021 is valid from Oct, 2020 to 2023. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

R&D center helped in developing new products and process of Agrochemical active ingredients and intermediates, generated and isolated process related impurities for all new developed products, which further characterized by IR, Mass, UV in our in-house GLP facility and standardized it for further use in GLP activities. It also helped to increase in CIB & Overseas registration of new products, which benefits to the Company in long term.

The Company has been granted 3 process patents by Indian Patent Authority and filed 1 Patent application which is under consideration.

ENVIRONMENT

As a responsible corporate citizen and as a chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited Accounts are being sent to the members excluding the aforesaid Annexure. Any member interested in obtaining a copy of the Annexure may write to the Company Secretary at the registered office of the Company for a copy of it.

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act (Act):-

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the period ended on March 31,2023.

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

d) The Directors had prepared the Annual Accounts on a Going Concern Basis;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and have been operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

AUDITORS:-

(A) INTERNAL AUDITOR:-

M/s. C N K Khandwala & Associates, Chartered Accountants has been reappointed as Internal Auditor for the Financial Year 2023-24.

The Internal Auditors reports to the Audit Committee of the Board, which helps to maintain its objectivity and independence. The scope and authority of the Internal Audit function is defined by Audit Committee. The Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(B) STATUTORY AUDITORS:-

M/s. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on August 4, 2020, to hold office for a period of five consecutive years from the conclusion of 1^st Annual General Meeting (AGM) till the conclusion of 6^th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditorâs comment on your Companyâs account for the year ended March 31, 2023 are selfexplanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company and Kilburn Chemicals Limited, material unlisted company for FY 2022-23. The Secretarial Audit Report issued is appended to this report as Annexure - E. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is selfexplanatory and need no further clarification.

(D) COST-AUDITOR:-

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on March 31, 2023 and their remuneration was ratified by members at the 3^rd Annual General meeting held on June 27, 2022. The Cost Audit Report issued by the Cost Auditors for the FY 2021-22 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

Your Directors have on the recommendation of the Audit Committee, appointed M/s. Kiran J Mehta & Co. existing Cost Auditors of the Company (Firm Registration number 00025) to audit the Cost records of the Company for the Financial Year 2023-24.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2023-24, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE ANDINFORMATION: -

(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2023-24.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

During the year under review, the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India and approved by the Central Government pursuant to section 118 of the Companies Act, 2013.

ACKNOWLEDGMENT

The Board of Directors places on record their grateful appreciation for the assistance and continued support received from various Central and State Government Departments, Organizations and Agencies involved therein. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year under review. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to achieve goals of the Company.

For and on behalf of the Board Jayanti Patel

Date: April 29, 2023 Executive Chairman

Place: Ahmedabad DIN - 00027224

Mar 31, 2022

Your Board of Directors is pleased to present Third Annual Report of your Company together with Audited Financial Statement of the Company for the Financial Year ended on March 31,2022.

FINANCIAL RESULTS

		(H in Lakhs)
Particulars	FY 2021-22	FY 2020-21
Revenue from Operations	2,46,831.09	1,59,840.31
Other Operating Revenue	2,566.06	2,503.97
Total Revenue from Operations	2,49,397.15	1,62,344.28
Other Income	9,623.51	2,471.83
Total Revenue	2,59,020.66	1,64,816.11
Profit Before Finance Cost & Depreciation	47,564.80	30,463.73
Finance Cost	933.29	1,116.18
Depreciation and Amortization Expenses	5,998.91	5,064.52
Profit Before Exceptional Items & Tax	40,632.60	24,283.03
Exceptional Items	(611.14)	(650.00)
Profit Before Tax	41,243.74	24,933.03
Payment and Provision of Current Tax	8,694.95	6,625.00
Deferred Tax Expenses/(Income)	1,751.57	(193.40)
Profit After Tax	30,797.22	18,501.43

FINANCIAL PERFORMANCE

During the year under review, the revenue from operations of the Company increased to H 2,49,397.15 Lakhs compared to H 1,62,344.28 Lakhs in the previous year, registering a growth of53.62%. The EBITDA for the year under review increased to H 47,564.80 Lakhs compared to H 30,463.73 Lakhs registering a growth of 56.14%. Your Company has earned Profit After Tax of H 30,797.22 Lakhs compared to previous year of H 18,501.43 Lakhs registering a growth of 66.46%.

SEGMENT PERFORMANCE

Agro Chemicals:

During the year under review, the revenue from operations increased to H 1,73,846.39 Lakhs compared to H 1,04,506.08 Lakhs in the previous year, registering a growth of 66.35%. The EBITDA for the year under review increased to H 35,068.47 Lakhs compared to H 23,443.71 Lakhs registering a growth of 49.58%. 87% of revenue in this segment accounted for exports.

Pigments:

During the year under review, the revenue from operations increased to H 75,550.77 Lakhs compared to H 57,838.19 Lakhs in the previous year, registering a growth of 30.62%. The EBITDA for the year under review decreased to H 7,027.60 Lakhs compared to H 10,453.62 Lakhs which lead to drop of by 35.77%. 82% of revenue in this segment accounted for exports.

ACQUISITION OF KILBURN CHEMICALS LIMITED

Your Company has acquired Kilburn Chemicals Limited (KCL) through National Company Law Tribunal (NCLT) vide

its order dated December 16, 2021 and KCL became the wholly owned subsidiary of the Company on completion of acquision. Your Company is one of the largest manufacturers of Phthalocyanine pigment in India and this acquisition would give opportunity to increase its product basket by foray into manufacturing of a bright white pigment, i.e. Titanium Dioxide (TiO2) with initial capacity of 16,500 metric tons per annum (MTPA).

The Company anticipates doubling up its Titanium Dioxide (TiO2) capacity to 33,000 MTPA by FY2024 by incurring an additional estimated capex of H 325 Crores to be funded by an appropriate mix of internal accruals and debt. Titanium Dioxide (TiO2), has multiple industrial applications, including Paints, Plastics, Inks, Dyes, Paper and Cosmetics, etc.

Titanium Dioxide (TiO2), an import substitution product, accelerates the Companyâs growth plans mirroring the Governmentâs âMake in Indiaâ & âAtmanirbhar Bharatâ vision.

COMPOSITE SCHEME OF ARRANGEMENT & LISTING OF SHARES

The Honâble National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated May 3, 2021 (the âOrderâ), had approved the Scheme of Arrangement (âthe Schemeâ) to demerge the Agrochemicals and Pigments Division of erstwhile Meghmani Organics Limited along with its investment in Optionally Convertible Redeemable Preference Shares (âOCRPSâ) of Meghmani Finechem Limited (MFL) and transferred to the Company as a going concern. The Scheme had been made effective from May 10, 2021. As an integral part of the Scheme, the name of your Company had been changed from Meghmani Organochem Limited to âMeghmani Organics Limitedâ vide Certificate of Incorporation pursuant to change of

name issued by the Registrar of Companies, Gujarat on August 3, 2021. The equity shares issued pursuant to the Scheme have been listed on NSE and BSE effective from August 18, 2021.

The Singapore Depository Shares of erstwhile Meghmani Organics Limited (CIN L24110GJ1995PLC024052) were delisted from Singapore Exchange Securities Trading Limited (SGX-ST) with effect from 17 January, 2022.

COVID-19 PANDEMIC & IMPACT ON OUR BUSINESS

The Company continues to adopt measures to curb the impact of COVID-19 pandemic in order to protect the health of its employees and ensure business continuity with minimal disruption including remote working, maintaining social distancing, sanitization of workspaces etc. The Company has taken into account all the possible impacts of COVID-19 in preparation of these financial statements, including but not limited to its assessment of liquidity and going concern assumption and recoverable values of its financial and non-financial assets. The Company has carried out this assessment based on available internal and external sources of information up to the date of approval of these financial statements and believes that the impact of COVID-19 is not material to these financial statements and expects to recover the carrying amount of its assets and meet the current financial obligations. However, the impact assessment of this pandemic is a continuing process given the uncertainties associated with its nature and duration. Accordingly, the Company will continue to monitor any material changes to future economic conditions.

DIVIDEND

The Board of Directors has recommended a Final Dividend of H 1.40 per equity share (140%) on equity share for the Financial year 2021-22, which if declared at the ensuing Annual General Meeting of the Company, will be paid to the shareholders of the Company. The dividend pay-out for the year under review will be H 3,560.40 Lakhs which is same as in the previous year.

(A) Dividend Distribution Policy

(B) Transfer to Investor Education and Protection Fund (IEPF) Authority

During the year, unclaimed dividend amount of H 1.97 Lakhs pertaining to FY 2013-14 were transferred to Investor Education & Protection Fund (IEPF) established by the Central Government.

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares on which dividends have not been claimed for 7 consecutive years were required to be transferred in favour of IEPF authority. Accordingly, the Company has transferred 45,489 Equity Shares in favour of IEPF Authority during Financial Year 2021-22 with this total 1,78,018 Equity Shares have been transferred till FY 2021-22.

SHARE CAPITAL

(A) Authorized Share Capital

As per the order of Honâble NCLT, Ahmedabad Bench, the Authorised Share Capital representing 11,50,00,000 equity shares of H 1 each of erstwhile Meghmani Organics Limited had been transferred to the Company. The Company has further increased its authorised share capital represented by 25,45,00,000 equity shares of H 1 each and the Present Authorised Capital is H 37,00,00,000/- divided into 37,00,00,000 equity shares of H 1 each.

(B) Issued and Paid Share Capital

As an integral part of the Scheme of Arrangement,

a) The Share Capital amounting to H 5,00,000 stood cancelled automatically and reduced in terms of section 66 of the Companies Act, 2013

b) The face value of the equity share of the Company had been sub-divided from H 10 to H 1 each without any further act.

c) Issued and allotted 25,43,14,211 equity shares to the shareholders of erstwhile Meghmani Organics Limited whose name appears in the register of members as on the Record Date i.e. May 19, 2021

The Paid up Equity Share Capital of the Company as on March 31,2022 stands to H 2,543.14 Lakhs.

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

AUDITORSâ REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the Financial Year ended on March 31,2022 except qualification in clause (ii)(b) of the Companies (Auditorâs Report) Order, 2020 on account of disagreement between quarterly statements filed by

the Company with banks and financial institutions and the books of accounts of the Company, which were explained in note no 24 to the Standalone Financial Statements.

FINANCIAL LIQUIDITY

Cash and Cash equivalent as at March 31,2022 was H 906.33 Lakhs compared with previous year of H 2,033.87 Lakhs. The Companyâs working capital management is based on a well-organized process of continuous monitoring and controls on Receivables, Inventories and other parameters.

CREDIT RATING

CRISIL has reaffirmed Long Term Rating CRISIL AA-/ Stable andShortTerm Rating CRISIL A1 toits total Bankloan facility of H 725.00 Crore by CRISIL Limited (Rating Agency) vide its letter RL/MEGORGN/262660/BLR/0121/22353 dated December 08, 2021 issued to the Company.

UPDATES ON FIRE INSURANCE CLAIM-AGRO-III at DAHEJ In 2019

Your Company had received H 650 Lakhs in the year 202021 and received balance H 611.14 Lakhs during the year under review against the Final Claim of material loss of H 1,300 Lakhs of erstwhile Meghmani Organics Limited. The Company has also submitted the Business Interruption claim of around H 600 Lakhs to Surveyor which is under process by the insurance Company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2022 is available on the website of the Company at www.meghmani.com in the investor section.

BOARD MEETINGS

During the year under review, the Board met five times on May 5, 2021, May 20, 2021, August 10, 2021, October 26, 2021 and February 2, 2022. The compositions of the Board and its attendance have been given in the Report on Corporate Governance which forms part of this Annual Report.

CONSTITUTION OF COMMITTEES

To comply with the requirements of listing, the Company has constituted the following Committees at the meeting of the Board of Directors held on May 5, 2021:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship committee

4. Corporate Social Responsibility

The Company has also recently constituted Risk management committee as required under Regulation 21 of SEBI (LODR) Regulations, 2016. The details with regard to the composition, its attendance, of reference etc. of above mentioned committees are provided in the Report on Corporate Governance which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS (RPT)

All contracts / arrangements / transactions entered into with Related Parties during the year under review were in the ordinary course of business and on an armâs length basis.

During the year under review, there is a Material Related Party Transaction with Meghmani Finechem Limited, in which KMP/their relatives have significant influence amounting to H 184.95 Crores which is equivalent to 11.30% of consolidated turnover as per the last audited financial statements, which were at armâs length basis and approved by the audit committee. The said transaction is being placed before the members for their approval in the ensuing Annual General Meeting. The details of material Related Party Transaction in Form AOC-2 is appended to this Report as Annexure-A which forms integral part of this Report.

MATERIAL CHANGES

The Honâble National Company Law Tribunal (NCLT), Ahmedabad Bench vides its order dated May 3, 2021 approved the Composite Scheme of Arrangement, which was filed with the office of the Registrar of Companies vide e-form INC 28 on May 10, 2021.

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

CONSOLIDATED FINANCIAL STATEMENT

As on March 31,2022, the Company has the following five subsidiaries;

Sr. No.	Name of the Subsidiary	Status
1.	Meghmani Organics USA INC. (USA)	Active - Distribution Business
2.	P T Meghmani Organics Indonesia (Indonesia)	Operations Closed -Distribution Business
3.	Meghmani Overseas FZE - Sharjah - Dubai	Operations Closed -Distribution Business
4.	Meghmani Synthesis Limited	Newly Incorporate - yet to start operations
5.	Kilburn Chemicals Limited	Under revamping of manufacturing facilities as per approved Resolution Plan submitted to NCLT.

During the year under review, Kilburn Chemicals Limited became wholly owned subsidiary of the Company. In accordance with the provisions of section 129(3) of the Companies Act, 2013 read with regulation 33 of SEBI (LODR) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. As provided in Section 129(3) of the Companies Act and Rules made thereunder a statement containing the salient features of the financial statements of its subsidiaries in the prescribed format AOC-1 is appended to this Report as Annexure - C. A policy relating to material subsidiaries as approved by the Board may be accessed on the Companyâs website in the investor section.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises of ten directors with combination of five independent and five executive directors.

(A) DIRECTORS RETIRING BY ROTATION

Mr. Natwarlal Patel and Mr. Ramesh Patel are the Directors retiring by rotation and being eligible have offered themselves for re-appointment. Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 read with Secretarial Standard-2 on General Meeting, brief profile of the Directors re-appointed is appended to the Notice of Annual General Meeting.

(B) KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) of the Companies Act, 2013, read with the Rules framed there under, the following persons have been designated as Key Managerial Personnel of the Company:

1. Mr. Ankit Patel - Chief Executive Officer (CEO)

2. Mr. Gurjant Singh - Chief Financial Officer (CFO) Chahal

3. Mr. Jayesh Patel - Company Secretary

To comply with the SEBI (LODR) Regulations, 2015, your company has appointed following 5 (Five) Independent Directors w.e.f May 5, 2021.

1) Mr. Manubhai Patel

2) Prof. (Dr) Ganapati Yadav

3) Ms. Urvashi Shah

4) Mr. C S Liew and

5) Mr. Bhaskar Rao

The term of Mr. C S Liew and Mr. Bhaskar Rao, both independent Directors resident in Singapore came to end on May 4, 2022 and resultantly ceased to be a director of the Company.

(D) APPOINTMENT OF EXECUTIVE DIRECTORS

The following executive directors have been appointed by the Board of Director which was ratified by the members in Extra-Ordinary General meeting held on May 7, 2021;

Name	Designation	Tenure
Mr. Jayanti	Executive	5 years from
Patel	Chairman	June 1,2021
Mr. Ashish Soparkar	Managing Director	5 years from June 1,2021
Mr. Natwarlal Patel	Managing Director	5 years from June 1,2021
Mr. Ramesh Patel	Executive Director	5 years from June 1,2021
Mr. Anand Patel	Executive Director	5 years from June 1,2021

(E) INDEPENDENT DIRECTORSâ DECLARTION OF INDEPENDENCE

The Independent Directors were appointed at the Board meeting held on May 5, 2021 and hold office for a fixed term not exceeding five years and are not liable to retire by rotation. In accordance with Section 149(7) of the Companies Act 2013, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

FIXED DEPOSITS

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed there under.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continued the social development schemes initiated in previous years. These projects covered the broad thematic areas of Livelihood, Eradication of Poverty, Women Education, Women Empowerment, Support and help to fight Covid-19 Pandemic, Kanya Kelwani Nidhi and Vanvasi Kalyan Yojana that are in compliant with Companies Act 2013. The policy on Corporate Social Responsibility is available on the website of the Company in the investor section.

During the year under review, the Company has spent H 248.47 Lakhs towards CSR activities in accordance with the policy on CSR and unspent CSR amount of H 115.00 Lakhs has been transferred to Unspent CSR account FY2022 on April 29, 2022 in accordance with provisions of Section 135(6) of Companies Act, 2013, which will be utilized in terms of CSR policies of the Company. A detailed Annual Report on CSR activities prepared in accordance with Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure - D to this report.

BOARD EVALUATION

The Company has adopted the policy for evaluation of the performance of the Board, its committees and individual directors on May 5, 2021 in accordance with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and accordingly evaluation of the performance of the Board and its Committees have been carried out. The brief information on performance evaluation of Board and individual director is provided in Corporate Governance Report which is annexed to this report.

REMUNERATION POLICY

The Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration on May 5, 2021 in order to comply with the requirement under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The brief information about Remuneration Policy is provided in the Corporate Governance Report which is annexed to this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Whistle Blower Policy on May 5, 2021 to deal with instance of unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct, if any. Further, the mechanism adopted by the Company encourages the whistleblower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of whistleblower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The Whistle Blower Policy is hosted on the website of the Company under investor section.

RISK MANAGEMENT

CORPORATE GOVERNANCE

The Management of the Company ensures to maintain high standards of Corporate Governance in conducting its business and to exist an effective self-regulatory mechanism to protect the interest of various Stakeholders. Your Company has complied with the mandatory requirement specified under SEBI (LODR) Regulations, 2015 and the Report on Corporate Governance for FY2021-22 prepared in accordance with Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 is appended to this Report as Annexure - E. The requisite Certificate from Shahs

& Associates, Practicing Company Secretaries, Ahmedabad confirming the compliance with the conditions of corporate governance is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

BUSINESS RESPONSIBILITY REPORT(BRR)

The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed entities based on market capitalization. Business Responsibility Reporting for the year under review, as stipulated under Regulation 34 (f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No: CIR/CFD/ CMD/10/2015 dated November 4, 2015 is appended to this Report as Annexure - F.

INSURANCE

FINANCE:- RENEWAL OF WORKING CAPITAL FACILITY

The Consortium Bank Members have been reconstituted with continuation of State Bank of India, ICICI Bank Limited, HDFC Bank Limited, Axis Bank Limited and DBS India Bank Limited. The Working Capital Credit facilities up to H 40,000 Lakhs has remained unchanged.

AGROCHEMICAL REGISTRATION

The Company has 685 registration of export (including Copartner Registrations worldwide) and Central Insecticides Board (CIB), Faridabad. The company has 34 Trade Marks registrations.

RESEARCH & DEVELOPMENT

GLP Certificate N0: GLP/C-162/2021 is valid from Oct, 2020 to 2023. Good Laboratory Practice (GLP) refers to a quality system of management controls for research labs to ensure the uniformity, consistency, reliability, reproducibility, quality and integrity of the tests conducted therein.

The Company has been granted 3 process patents by Indian Patent Authority and filed 1 Patent application which is under consideration.

ENVIRONMENT

INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

PARTICULARS OF EMPLOYEES

DIRECTORSâ RESPONSIBILITY STATEMENT

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2022 and of the profit of the Company for the period ended on March 31,2022.

d) The Directors had prepared the Annual Accounts on a Going Concern Basis;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial Controls are adequate and have been operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems have been found adequate and operating effectively.

AUDITORS:-

(A) INTERNAL AUDITORS

M/s. C N K Khandwala & Associates, Chartered Accountants has been reappointed as Internal Auditor for the Financial Year 2022-23.

(B) STATUTORY AUDITORS

M/s. SRBC & Co LLP, Chartered Accountants, Ahmedabad (Firm Regn. No. 324982E / E 300003) were appointed as Statutory Auditors on August 4, 2020, to hold office for a period of five consecutive years from the conclusion of 1st Annual General Meeting (AGM) till the conclusion of 5th AGM.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Act.

The Statutory Auditorâs comment on your Companyâs account for the year ended March 31, 2022 are self-explanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks except qualification in clause (ii)(b) of the Companies (Auditorâs Report) Order, 2020 on account of disagreement between quarterly statements filed by the Company with banks and financial institutions and the books of accounts of the Company, which were explained in note no 24 to the Standalone Financial Statements.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shahs & Associates, a firm of Company Secretaries in Practice

to undertake the Secretarial Audit of the Company for FY 2021-22. The Secretarial Audit Report issued is appended to this report as Annexure -G. As there is no qualification, reservation or adverse remark made by the Auditors in their report, the report issued is selfexplanatory and need no further clarification.

(D) COST-AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Cost records maintained by the Company in respect of Certain Pigment and Agrochemicals products are required to be audited by a Qualified Cost Accountant and accordingly, M/s. Kiran J Mehta & Co. Cost Accountants, has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee for audit of cost records for the year ended on March 31,2022 and their remuneration was ratified by members at the 2nd Annual General meeting held on September 23, 2021. The Cost Audit Report issued by the Cost Auditors for the FY 2020-21 filed with the Central Government in accordance with section 148(6) of Companies Act, 2013 read with rule 6(6) of the Companies (cost records and audit) Rules, 2014.

A Resolution seeking ratification of remuneration payable to M/s. Kiran J Mehta & Co., existing Cost Auditors for FY 2022-23, is included in the Notice convening the Annual General Meeting.

OTHER DISCSLOSURE AND INFORMATION

(A) Annual Listing Fee

The Company is listed with National Stock Exchange of India Limited and BSE Limited and paid annual listing fees to both the Stock exchanges for FY 2022-23.

(B) Prevention of Sexual Harassment at workplace

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention,

Prohibition & Redressal) Act, 2013 read with rules made thereunder, the Company has constituted Internal Complaints Committees as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations.

(D) Secretarial Standards Compliance

ACKNOWLEDGMENT

For and on behalf of the Board Jayanti Patel

Date: May 2, 2022 Executive Chairman

Place: Ahmedabad DIN - 00027224

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article