FINANCIAL HIGHLIGHTS AND OPERATIONS:

The financial performance of the Company was not satisfactory and theCompany continues to focus on its initiatives to improve profitability throughproductivity improvement and cost optimization.

DIVIDEND:

Considering future requirement of the funds your directors think itprudent not to recommend any dividend for the financial year 2021-22.

SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^stMarch 2022 was Rs. 46000000/- (Rupees Four Crore Sixty Lakhs only).

There is no change in the paid-up capital during the year under review.

AMOUNT TO BE CARRIED TO RESERVES:

Your Directors do not propose any amount to be transferred to theGeneral Reserves of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review asstipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (Listing Regulations) is presented in a separate section forming part of this AnnualReport.

CORPORA TE GOVENRANCE REPORT:

The compliance with the Corporate Governance provisions as specified inregulations 17 to 27 and Clause (b) to (i) of Sub- regulation (2) of regulation 46 andpara-C D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is not applicable to your Company. Accordingly the information requiredunder said clauses are not furnished hereafter.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITYSHARES/ EMPLOYEE STOCK OPTION SCHEME:

At the beginning of the year there were no Equity shares withdifferential voting rights or sweat equity shares or employee stock option schemeoutstanding.

During the year the Company has not issued any equity shares withdifferential voting rights or sweat equity shares or shares under employee stock optionscheme. Hence disclosures regarding the same are not required to be given.

During the year under review the following officials/employees werethe 'Key Managerial Personnel' of the Company:

a) Ms. Zaver Shankarlal Bhanushali - Managing Director;

b) Mr. Siddharth Shankarlal Bhanushali - Chief Financial Officer.

b) Ms. Dolly Shah - Company Secretary and Compliance Officer.

DIRECTORS:

The Board of Directors was duly constituted and consisted of thefollowing Directors:

All the Independent Directors of your Company have already furnishedthe required declarations that they meet the criteria of independence as laid down underSection 149(6) of the Act.

In the opinion of the Board the Independent Directors possess therequisite expertise and experience and are persons of high integrity and repute. Theyfulfil the conditions specified in the Companies Act 2013 and the Rules made thereunderand are independent of the management.

COMMITTEES OF THE BOARD:

The Board has constituted the following committees of Directors:

I) Audit Committee

II) Nomination and Remuneration Committee

III) Stakeholders' Relationship Committee

I. A UDIT COMMITTEE:

a. Composition:

The Audit Committee comprises of three Directors namely:

b. Terms of reference:

Apart from all the matters provided in SEBI Listing Regulations andsection 177 of the Companies Act 2013 the Audit committee shall also perform thefollowing functions:

(a) Review of the Company's financial reporting process and financialstatements.

(b) Review of accounting and financial policies and practices.

(c) Review of Internal control systems and Management discussion andanalysis of financial condition

(d) Discussion with Statutory/Internal Auditors on any significantfindings and followup thereon.

(e) Reviewing the Company's financial and risk management policies.

c. Audit committee Meetings and Attendance:

The Committee has met 6 times during the financial year ended 31stMarch 2022 i.e. on 30^th April 2021; 30^th June 2021; 10^thAugust 2021; 19^th August 2021; 13^th November 2021 and 14^thFebruary 2022. Details of attendance of each Director at the Audit Committee Meetings aregiven below:

II. NOMINA TION AND REMUNERA TION COMMITTEE:

a. Composition and attendance:

As on the date of this report Nomination and Remuneration Committeecomprised of three Non-Executive Directors namely Mr. Vikram P. Adagale (Chairman of theCommittee) Ms. Poonam Bhavin Bhanushali and Mr. Rajesh P. Mange as members of theCommittee.

During the financial year the committee met 1 time i.e. on 30^thJune 2021. Details of attendance of each Director at the Audit Committee Meetings aregiven below:

b. Terms of Reference:

The broad terms of reference of the committee are to appraise theperformance of Managing Director and whole time directors determine and recommend to theBoard the compensation payable to Managing Director and whole time directors. Theremuneration policy of the Company is based on review of achievements. The remunerationpolicy is in consonance with the existing industry practice.

c. Remuneration Policy:

Subject to the approval of the Board of Directors and subsequentapproval by the members at the General Meeting and such authorities as the case may beremuneration of Managing Director and Whole-time Directors is fixed by the Nomination& Remuneration Committee. The remuneration is decided by the Nomination &Remuneration Committee taking into consideration various factors such as qualificationsexperience expertise prevailing remuneration in the competitive industries financialposition of the Company etc.

d. Remuneration to Directors:

The details of remuneration for the year ended March 31 2022 paid tothe Executive/Non-Executive Directors are as follows:

The Company has paid sitting fees of Rs. 2000/- per meeting toNon-Executive Directors during the financial year 2021-22.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

a. Composition and attendance:

The present Stakeholders Relationship Committee comprised of Executiveand NonExecutive Directors namely Mr. Rajesh Purshottam Mange (Chairman of theCommittee) Mr. Vikram P. Adagale Ms. Zaver Shankarlal Bhanushali and Mr. Siddharth S.Bhanushali as a member of the Committee.

The Committee has been empowered to look into all shareholder'sgrievances periodically and take necessary actions.

Further there were no complaints pending to be redressed during theyear under review.

b. Terms of Reference:

The Stakeholders Relationship Committee to look into redress ofInvestors Complaints and requests such as delay in transfer of shares non-receipt ofDividend Annual Report revalidation of Dividend warrants etc.

The committee deals with various matters relating to:

a) Transfer / transmission of shares

b) Issue of Share certificate in lieu of lost sub-dividedconsolidated rematerialized or defaced certificates.

c) Consolidation / splitting of folios

d) Review of shares dematerialized and all other related matters

e) Investors grievance and redressal mechanism and recommend measuresto improve the level of investors services.

c. Meeting of Independent Directors

During the year under review meeting of Independent Directors was heldon 8^th February 2022 to review the performance of the Board as a whole andChairman on parameters of effectiveness and to assess the quality quantity and timelinessof flow of information between the management and the Board.

FAMILIARISA TION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment Independent Directors are familiarized about theCompany's business and operations. Interactions with senior executives are facilitated togather insight specific to the Company's operations. Detailed presentations are madeavailable to apprise about Company's history of their duties and responsibilitiesrights process of appointment and evaluation compensation Board and Committeeprocedures and expectation of various stakeholders. The details of familiarizationprogrammes as above are also disclosed on the website of the Company at the link:http://caparolactam.co.in.

DIRECTORS' RESPONSIBILITY STA TEMENT:

Pursuant to the requirement under Section 134 (3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibilities Statement it is hereby confirmed:

(a) that in the preparation of the annual accounts for the financialyear ended 31^st March 2022 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the financial year and of the profit or loss of the Company for that period;

(c) that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and

(d) that the Directors have prepared the accounts for the financialyear ended 31^st March 2022 on a 'going concern 'basis.

(e) that the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.

(f) that the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems are adequate and operatingeffectively.

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:

The Company has not appointed any employee(s) who is in receipt ofremuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014.

The statement of Disclosure of Remuneration under Section 197 of theAct and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 ("Rules") is required to be the part of this Board's Report and tobe sent to the Members of the Company along with the Board Report.

However having regard to the provisions of Section 136 of the Act theAnnual Report excluding the aforesaid information is being sent to all the members of theCompany and others entitled thereto. Any member interested in obtaining the saidinformation may write to the Company Secretary. Upon such request the information shall befurnished.

DEPOSIT:

The Company has not accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 9 (Nine) times during the financial year and theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013. The dates on which the meetings were held are 2^nd June 2021; 30^thJune 2021; 10^th August 2021; 19^th August 2021; 2^ndSeptember 2021; 13^th November 2021; 8^th February 2022; 14^th February2022 and 25^th February 2022.

The names of members of the Board and their attendance at the BoardMeetings are as under:

VIGIL MECHANISM:

In accordance with Section 177 of the Act and the Listing Regulationsthe Company has formulated a Vigil Mechanism to address the genuine concerns if any. Thepolicy can be accessed on the Company's website www.caprolactam.in.

RISK MANAGEMENT POLICY:

During the year the Company reviewed and strengthened its riskmanagement policy and the risk management framework which ensures that the Company is ableto carry out identification therein of elements of risk if any which in the opinion ofthe Board may threaten the existence of the Company.

PERFORMANCE EVALUATION OF DIRECTORS BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board its Committeesthe Chairman and the individual Directors was led by Nomination & RemunerationCommittee the evaluation was done using individual interviews covering amongst othervision strategy and role clarity of the Board. Board dynamic and processes contributiontowards development of the strategy risk management budgetary controls receipt ofregular inputs and information functioning performance & structure of BoardCommittees ethics & values skill set knowledge & expertise of Directorsleadership etc.

As part of the evaluation process the performance of non-independentDirectors the Chairman and the Board was done by the Independent Directors. Theperformance evaluation of the respective Committees and that of independent andnon-independent Directors was done by the Board excluding the Director being evaluated.The Directors expressed satisfaction with the evaluation process.

REMUNERA TION POLICY:

The Board has on the recommendation of the Nomination &Remuneration committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

The Company's policy on Directors appointment and remuneration andother matters provided in Section 178(3) of the Act has been enclosed separately asAnnexure A to this Report

The Nomination and Remuneration Policy of the Company is also posted onthe website of the Company under Investors Section.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not have any obligation to fulfill under corporatesocial responsibility as none of the criteria are applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthe report.

CHANGE IN THE NA TURE OF BUSINESS:

During the year under review there is no change in the nature ofBusiness of the Company.

DETAILS OF CHANGE IN DIRECTOR/KEYMANAGERIAL PERSONS:

There is no change in Director during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has proper and adequate system of internal controls toensure that all the assets are safeguarded and protected against losses from unauthorizeduse or disposition and that transactions are authorized recorded and reported correctly.The Company has an effective system in place for achieving efficiency in operationsoptimum and effective utilization of resources monitoring thereof and compliance withapplicable laws. The auditors have also expressed their satisfaction on the adequacy ofthe internal control systems incorporated by your company.

CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of thebusiness. There are no materially significant related party transactions made by theCompany with the related parties and/or Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the Company atlarge. None of the Directors have any pecuniary relationship or transactions vis-a-vis theCompany other than sitting fees and reimbursement of expenses incurred if any forattending the Board meeting.

The Related Party Transactions are placed before the Audit Committeefor review and approval as per the terms of the Policy for dealing with Related Parties.Prior omnibus approval of the Audit Committee is obtained on a quarterly basis fortransactions which are foreseen and of repetitive nature. The statement containing thenature and value of the transactions entered into during the quarter is presented at everysubsequent Audit Committee meeting by the CFO for the review and approval by theCommittee. Further transactions proposed in subsequent quarter are also presented.Besides the Related Party Transactions are also reviewed by the Board on an annual basis.The details of the Related Party T ransactions are provided in the accompanying financialstatements. There are no contracts or arrangements entered into with Related Partiesduring the year ended 31st March 2022 to be reported under section 188(1) of theCompanies Act 2013.The policy on dealing with Related Parties as approved by the Board isuploaded and is available on the Company's website at the following linkhttp://caparolactam.co.in

SUBSIDIARY AND ASSOCIATES COMPANIES:

The Company does not have any Subsidiary or Associate Company.

SECRETARIAL AUDITREPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Directors hadappointed M/s Alpi Nehra and Associates Mumbai a firm of Company Secretaries in-practiceto undertake the Secretarial Audit of the Company for the financial year 2021-22. In thisregard the Report submitted by the Secretarial Auditor is annexed as Annexure C. YourDirectors are pleased to inform that the report from the Secretarial Auditors does notcontain any qualifications or negative remarks.

SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standard on Meetingsof the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

INTERNAL AUDITOR:

M/s Shrey Pandey & Associates. Chartered Accountant (FirmRegistration No.: - 149221W) were appointed as the Internal Auditors' of your Company forthe financial year 2021-22.

AUDITORS' REPORT:

The observations and comments given by the Statutory Auditors in theirreport read together with notes on financial statements are self-explanatory and hencedoes not require any further comments in terms of Section 134 of the Act.

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company's Equity Shares are presently listed on Bombay StockExchange Limited.

PARTICULARS OF FRAUDS REPORTED BY THE AUDITORS':

In terms of Section 143(12) of the Act M/s. Pulindra Patel & CoChartered Accountants the Statutory Auditors of the Company have not reported anyinstance of fraud having taken place during the year under review in their Audit Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as "Annexure B" and forms part of this Report and isalso available at the website of Company: http://caparolactam.co.in

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND OUTGO:

The related information is provided in "Annexure D" which isattached to this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a policy on Prevention Prohibition andRedressal of Sexual Harassment at workplace in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has complied with setting up of an Internal Complaints Committee (ICC) to redresscomplaints received regarding sexual harassment. The policy has set guidelines on theredressal and enquiry process that is to be followed by complainants and the ICC whilstdealing with issues related to sexual harassment at the work place. All women employees(permanent temporary contractual and trainees) are covered under this policy. TheCompany has not received any complaints during the year.

ACKNOWLEDGEMENT:

An acknowledgement to all with whose help cooperation and hard workthe Company is able to achieve the results.