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J D Orgochem Ltd.

BSE: 524592 Sector: Industrials
NSE: JDORGOCHEM ISIN Code: INE263B01022
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NSE 05:30 | 01 Jan J D Orgochem Ltd
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VOLUME 8045
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OPEN 7.30
CLOSE 7.24
VOLUME 8045
52-Week high 10.17
52-Week low 4.11
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

J D Orgochem Ltd. (JDORGOCHEM) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 48th (Forty Eighth) Annual Reporton the business and operations of the Company together with the Audited FinancialStatements for the year ended 31st March 2022.

1. FINANCIAL SUMMARY

The audited financial statements for the financial year ended 31st March2022 forming part of this 48th Annual Report have been prepared in accordancewith the Indian Accounting Standards (IND AS) as notified by the Ministry of CorporateAffairs.

Comparative key figures pertaining to financial performance of your Company is providedherein below:

(Rs in Lakhs)

PARTICULARS FY 2021-2022 FY 2020-2021
Revenue from Operations 146.20 123.20
Other Income 27.35 74.59
Total Income 173.55 197.79
Profit/(Loss) before exceptional item depreciation and tax (44.23) (2.70)
Depreciation (70.27) (82.50)
Profit/(Loss) before Exceptional Item and Tax (114.50) (82.50)
Exceptional Item - -
Profit/(Loss) before Tax (114.50) (85.20)
Tax expense - prior year 0.02 -
Profit/(Loss) for the year (114.52) (85.20)
Other comprehensive income/(loss) net of tax (3.39) (3.59)
Total comprehensive income/(loss) for the year (117.91) (88.79)

2. DIVIDEND

In view of the loss incurred the Directors have not recommended any dividend on theequity shares for the Financial Year ended 31st March 2022.

3. TRANSFER TO RESERVES

In view of the loss incurred for the Financial Year ended 31st March 2022no amount is proposed to be transferred to any reserves.

4. REVIEW OF PERFORMANCE

During the financial year under review the revenue from operations aggregated to '146.20 Lakhs as against ' 123.20 Lakhs during the previous financial year. The Companyincurred Net loss before tax of ' 114.50 Lakhs during the year under review as against '85.20 Lakhs during the previous financial year.

5. SHARE CAPITAL

The issued subscribed and paid-up Equity Share Capital of your Company as on 31stMarch 2022 was '132.50 Lakhs divided into 13250000 Equity Shares of face value of '1/- each. Your Company has not issued any Equity Shares during the Financial Year2021-2022. There was no change in the Share Capital of the Company during the year underreview.

6. STATE OF COMPANY'S AFFAIR

In view of heavy cost involved in restarting of manufacturing operations and continuingfinancial constraints the Company could not undertake the manufacturing activity atPatalganga unit. Also litigation in the matters related to labour issues is another hurdlerequiring resolution before commencement of production activity. The Company continuedtrading activity during the year but could not achieve the desired level of salesrevenue.

7. CHANGE IN THE NATURE OF BUSINESS

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

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

Pursuant to the provision of Section 134(3)(q) of the Act read with Rule 8(5)(vii) ofthe Companies (Accounts) Rules 2014 it is confirmed that during the financial year underreview there are no significant or material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies procedures and systems to ensure orderly andefficient conduct of its business including adherence to Company's policies safeguardingof its assets prevention and detection of frauds and errors accuracy and completeness ofaccounting records and the timely preparation of reliable financial information in thecompliance of Company's objective efficiently.

Your Company has an adequate internal financial control system in accordance to thesize of the Company and nature of business. Further an Independent Internal Auditor whois a qualified Chartered Accountant reviews the internal control systems on a regularbasis for its effectiveness and necessary changes and suggestions which are dulyincorporated into the system. Internal Auditor submits its Internal Audit Report on aperiodical basis and the same is placed before the Audit Committee at its meeting and atBoard meeting for their review and noting.

10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OFTHIS REPORT

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

11. ANNUAL EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND THE INDIVIDUALDIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Act read with Rule 8(4) of theCompanies (Accounts) Rules 2014 and the SEBI Listing Regulations the Board has carriedout an annual evaluation of its own performance performance of the individual Directorsas well as the evaluation of the working of its Committees. The Nomination andRemuneration Committee has defined the evaluation criteria procedure and time schedulefor the performance evaluation process for the Board its Committees and of IndividualDirectors. The entire Board carried out performance evaluation of each IndependentDirector excluding the Independent Director being evaluated. Nomination and RemunerationCommittee also carried out evaluation of every Director's performance the performance ofthe Board its Committees. Evaluation parameters of the Board and Committees were mainlybased on Policy adopted by the Board and also considered Disclosure of Information keyfunctions of the Board and Committees responsibilities of the Board and CommitteesCorporate Governance Norms etc. The Board/ Committee structure and composition frequencyof board meetings participation of Directors in the meeting execution and performance ofspecific duties of the Board of Directors review of board's competency experiencecontribution etc. as additional Parameters.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardas a whole at its Separate Independent Directors Meeting. The Chairman of the Boardprovided feedback to the Directors on an individual basis as appropriate. Significanthighlights learning and action points with respect to the evaluation were presented tothe Board.

12. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Pursuant to the provision of Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 the relevant data pertaining to the conservation ofenergy technology absorption and foreign exchange earnings and outgo is annexed asANNEXURE-1 which forms part of this Report.

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

The Company does not have any Subsidiary Joint Venture or Associate Company.

14. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All transactions that were entered into with the related parties during the financialyear ended 31st March 2022 were on an arm's length basis in the ordinarycourse of business and were in compliance with the applicable provisions of the Act andthe SEBI Listing Regulations. A statement of all Related Party Transactions specifying thenature value and term and conditions of the transaction is placed before the AuditCommittee for its review and approval on a quarterly basis. Also the Company has obtainedprior omnibus approval of the Audit Committee for Related Party Transactions occurredduring the year for transactions which are of repetitive nature.

Your Company had not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Act. Accordingly the disclosure ofrelated party transactions as required under Section 134(3) (h) of the Act in Form AOC 2is not applicable.

Further there are no materially significant related party transactions made by theCompany with the Promoters Directors and Key Managerial Personnel or other designatedpersons which may have potential conflict with interest of the Company at large except asstated in the Financial Statements. The Company has adopted a material related partytransactions Policy approved by the Board and is displayed on the Company's website andthe weblink of the same is http://www.idoraochem.com/pdf/policies/Policv%20on%20Material%20Related%20Party%20Transaction.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Parag Sharadchandra Kothari (DIN: 00184852) Non-Executive Director ofthe Company retires by rotation at the ensuing 48th AGM of the Company andbeing eligible offers himself for re-appointment. The Board recommends his re-appointmentfor the consideration of the Members of the Company at the 48th ensuing AGM.Brief profile of Mr. Parag Sharadchandra Kothari (DIN: 00184852) has been given in theNotice convening the 48th AGM.

The Members of the Company at 47th AGM of the Company held on 27thSeptember 2021 re-appointed Mr. Suhas Balkrishna Jande (DIN: 08384902) as a Whole-TimeDirector of the Company for a further period of 2 (two) years commencing from 27thMarch 2021 to 26th March 2023.

During the year under review Mr. Mayur Kanjibhai Rathod Company Secretary andCompliance Officer of the Company resigned from his office with effect from 18thDecember 2021. The Board places on record their deep appreciation for the servicesrendered by Mr. Mayur Kanjibhai Rathod during his tenure as Company Secretary andCompliance Officer of the Company.

Further upon the recommendation of Nomination and Remuneration Committee the Board ofDirectors at their meeting held on 10th February 2022 approved the appointmentof Ms. Shivani Shailesh Kawle (Membership no. A63914) as a Company Secretary andCompliance Officer of the Company.

Pursuant to the provisions of Section 149 of the Act Independent Directors of theCompany have submitted declarations that each of them meet the criteria of independence asprovided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstancesaffecting their status as Independent Directors of the Company.

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 theCompany have confirmed that they have registered themselves with the databank maintainedby the Indian Institute of Corporate Affairs.

In the opinion of the Board the Independent Directors are independent of themanagement possess the requisite integrity experience expertise proficiency andqualifications. The details of remuneration paid to the members of the Board of Directorsand its Committees have been disclosed in the financial statements forming part of thisannual report.

Pursuant to the provisions of Section 203 of the Act Mr. Suhas Balkrishna Jande (DIN:08384902) Whole-Time Director Mr. Kantibhai Maganbhai Darji Chief Financial Officer andMr. Mayur Kanjibhai Rathod Company Secretary & Compliance Officer (Upto 18thDecember 2021) and Ms. Shivani Shailesh Kawle Company Secretary & Compliance Officer(w.e.f. 10th February 2022) were the Key Managerial Personnel of the Companyfor the Financial Year 2021-22.

16. REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place appropriate policy on Directors' appointment and remunerationas required under Section 178(3) of the Act which has been uploaded on the Company'swebsite and weblink of the same is http://www.idoraochem.com/pdf/policies/Remuneration%20to%20Directors.%20KMPs%20&%20Other%20Employees.pdf.

17. CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE OF ANINDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION

The Company has in place appropriate policy for determining qualifications positiveattributes independence of an Independent Director which has been uploaded on theCompany's website and weblink of the same ishttp://www.idoraochem.com/pdf/policies/Policv%20for%20determinina%20Qualifications.%20positive%20attributes%20and%20Independence%20of%20a%20director.pdf.

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

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

19. DEBENTURES AND DEBENTURE TRUSTEE

As on 31st March 2022 there were 1604000 Zero Coupon Non-ConvertibleDebentures outstanding having face value of '100/- each. IDBI Trusteeship Services Limitedacts as Debenture Trustee of the Company having their registered office at Ground floorAsian Building 17 Kamani Marg Ballard Estate Mumbai - 400 001.

However due to the impact of disruptions on account of COVID-19 pandemic and severefinancial constraints weak market situation and labour issues the Company had requestedthe debenture holder for extension ofmoratorium period for repayment of Zero CouponNon-Convertible Debentures by two year. The debenture holder had accepted the same andagreed on revised repayment schedule for redemption of Zero Coupon Non-ConvertibleDebentures required to be paid in ten quarterly installments along with premium of 50%commencing from 30th June 2023 to 30th September 2025.

20. TRANSFER OF SHARES INTO UNCLAIMED SUSPENSE ACCOUNT

Pursuant to the provisions of Regulation 39(4) of the SEBI Listing Regulations theCompany has transferred 1200 shares to an Unclaimed Suspense Account and these shares arebeing held by the Company in demat form on behalf of the beneficial owners of the saidshares. The voting rights on these shares shall remain frozen till rightful owner of suchshares claims the shares.

21. TRANSFER OF SHARES INTO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provision of Section 124 of the Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016 it isrequired by Company to transfer in the name of IEPF all Shares in respect of which thedividend has been transferred to Investor Education and Protection Fund (IEPF) on orbefore the 07th September 2016.

Accordingly the company has transferred to IEPF account all shares in respect of whichdividend was already transferred to IEPF Account pertaining to financial year 1994-951995-96 1996-97 and 1997-98.

The details of shares transferred to IEPF Authority are as follows:

SR NO FINANCIAL YEAR NO. OF SHAREHOLDERS NO OF SHARES HELD
1. 1994-95 41 4300
2. 1995-96 58 6200
3. 1996-97 122 13400
4. 1997-98 166 21100
TOTAL 387 45000

Members who have so far not claimed or collected their dividends for the said periodmay claim their dividend and shares from the Investor Education and Protection Fund bysubmitting an application in the in e-Form/web form No. IEPF-5 available onwww.iepf.gov.in.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies(Management and Administration) Rules 2014 the Annual Return of the Company in FormMGT-7 has been placed on the Company's website http://www.jdorgochem.com/StatutoryInformation.html.

23. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board- The composition of your Board is in compliance with the provisions of the Actand the SEBI Listing Regulations Company's Board comprises of 6 (Six) Directors whichincludes Mr. Parag Sharadchandra Kothari Chairman and Non-Executive Director Mr. NikhilSharadchandra Kothari - Non-Executive Director Mrs. Bharati Ravindra Chandan -Independent Woman Director Mr. Mitesh Dilip Sejpal - Independent Director Mr. UmeshTrikamdas Chandan - Independent Director and Mr. Suhas Balkrishna Jande - Whole-TimeDirector. During the financial year under review 4 (Four) Board Meetings were held. Thedetails of the Board Meetings with regard to their dates and attendance of each of theDirectors are mentioned herein below:

Sr. Name of Directors No.

Date of the Board meeting and Attendance of Directors

29.06.2021 10.08.2021 12.11.2021 10.02.2022
1 Mr. Parag Sharadchandra Kothari Attended Attended Attended Absent
2 Mr. Nikhil Sharadchandra Kothari Attended Attended Attended Attended
3 Mr. Suhas Balkrishna Jande Attended Attended Attended Attended
4 Mr. Umesh Trikamdas Chandan Attended Attended Attended Attended
5 Mr. Mitesh Dilip Sejpal Attended Attended Attended Absent
6 Mrs. Bharati Ravindra Chandan Attended Attended Attended Attended

b) Audit Committee - A duly constituted Audit Committee consists of majority ofIndependent Directors with Mr. Umesh Trikamdas Chandan Independent Director as theChairman of the Committee. The other members of the Audit Committee are Mr. Mitesh DilipSejpal Mrs. Bharati Ravindra Chandan Independent Director and Mr. Suhas BalkrishnaJande Whole-Time Director. The details of the Audit Committee Meetings with regard totheir dates and attendance of each of the Members are mentioned herein below:

Sr. Name of Directors No. Date of the Audit Committee meeting and attendance of Members
29.06.2021 10.08.2021 12.11.2021 10.02.2022
1 Mr. Umesh Trikamdas Chandan Attended Attended Attended Attended
2 Mr. Mitesh Dilip Sejpal Attended Attended Attended Absent
3 Mrs. Bharati Ravindra Chandan Attended Attended Attended Attended
4 Mr. Suhas Balkrishna Jande Attended Attended Attended Attended

c) Nomination and Remuneration Committee - The Nomination and Remuneration Committeeconsists entirely of Independent Directors with Mr. Mitesh Dilip Sejpal as the Chairman ofthe Committee. The other members of the Nomination and Remuneration Committee are Mr.Umesh Trikamdas Chandan and Mrs. Bharati Ravindra Chandan. The details of the Nominationand Remuneration Committee Meetings with regard to their dates and attendance of each ofthe Members are mentioned herein below:

Sr. Name of Directors No.

Date of the Nomination and Remuneration Committee meeting and attendance of Members

29.06.2021 10.02.2022
1 Mr. Umesh Trikamdas Chandan Attended Attended
2 Mr. Mitesh Dilip Sejpal Attended Absent
3 Mrs. Bharati Ravindra Chandan Attended Attended

d) Stakeholders Relationship Committee - The Stakeholders Relationship Committeeconsists of Mr. Umesh Trikamdas Chandan as the Chairman of the Committee. The othermembers of the Stakeholders Relationship Committee are Mr. Parag Sharadchandra Kothari andMr. Nikhil Sharadchandra Kothari. The details of the Stakeholders Relationship CommitteeMeetings with regard to their dates and attendance of each of the Members are mentionedherein below:

Sr. No. Name of Directors Date of the Stakeholders Relationship Committee meeting and attendance of Members
29.06.2021
1 Mr. Umesh Trikamdas Chandan Attended
2 Mr. Parag Sharadchandra Kothari Attended
3 Mr. Nikhil Sharadchandra Kothari Attended

24. DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Act the Board of Directors ofyour Company to the best of their knowledge and ability confirm that:

(i) that in the preparation of the Annual Accounts for the year ended 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2022 and ofthe profit/loss of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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;

(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

25. REPORTING OF FRAUD BY AUDITORS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee

and / or Board under Section 143(12) of Act and Rules framed thereunder.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Secretarial Standards Companies Act 2013 and theSEBI Listing Regulations separate meeting of Independent Directors was held on 10thFebruary 2022 and the following agenda item were considered at the meeting:

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

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

c) Assess the quality quantity and timelines of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

d) The details of the separate meeting of Independent Directors with regard to theirdate and attendance of each of the Members is mentioned herein below:

Sr. No. Name of Directors Date of the Independent Directors meeting and attendance of Members 10.02.2022
1 Mr. Umesh Trikamdas Chandan Attended
2 Mrs. Bharati Ravindra Chandan Attended
3 Mr. Mitesh Dilip Sejpal Absent

27. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE

a) Statutory Auditor's report - The observations made in the Auditor's Report of M/s. AH J & Associates Chartered Accountants read together with relevant notes thereonare self-explanatory and hence do not call for any comments. There is no qualificationreservation adverse remark or disclaimer by the Statutory Auditor's in his Report duringthe year under review.

b) Secretarial Auditor's Report - The Secretarial Auditor's Report issued by M/s. KDA& Associates (Formerly Known as M/s. KDT & Associates) Practicing CompanySecretaries for the financial year ended 31st March 2022 does not contain anyqualification reservation adverse remark or disclaimer in their Report. The SecretarialAudit Report in Form MR-3 forms part of this report and is attached as ANNEXURE - II.

c) Cost Audit Report -The Company is not required to conduct a Cost Audit hence therewas no Cost Audit Report placed at the Board.

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the year under review the Company has not made any investments provided anyguarantees or security or granted any loans or advances pursuant to Section 186 of theAct.

29. PREVENTION OF SEXUAL HARASSMENT

The Prevention of Sexual Harassment (POSH) at workplace Act is applicable to everyworkplace establishment Company or organization employing 10 or more employees (fulltime part time interns or consultants included) irrespective of its location or natureof industry.

Since the number of total employees in the Company does not exceed 10 the preventionof sexual harassment policy is not applicable to the Company.

30. SAFETY HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important andintegral aspects of the work. All the requisites steps towards fulfilling safetyrequirements and norms are adopted by the Company and its employees. Company ensures thatthe workmen are well aware of the safety procedures required to be followed while doingany activity of production. The Company ensures compliances of regulatory requirementsunder environmental laws.

31. RISK MANAGEMENT

The Company is not required to comply with the Regulation 21 of the SEBI (ListingRegulations). However the Company makes constant effort to identify assess report andmonitor the risk associated with the business of the Company. The policy for riskmanagement is updated in the website of the Company and the weblink of the same ishttp://www.idoraochem.com/pdf/ policies/Risk%20Manaaement%20Policy.pdf.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act relating to CSR is not applicable to theCompany as the Company is incurring losses since previous financial years.

33. PARTICULARS OF EMPLOYEES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and theCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 isannexed as ANNEXURE -III which forms part of this Report.

34. CORPORATE GOVERNANCE

Pursuant to Chapter IV of the SEBI Listing Regulations the provision with regard toCorporate Governance is not applicable to the Company as the paid up equity capital doesnot exceed '10 crores and net worth does not exceed ' 25 crores as on the last day of theprevious financial year. Further your Company aims and constantly strives in maintainingthe highest standards of Corporate Governance practices.

35. AUDITORS

a) Internal Auditor - Your Company had appointed Ms. Nisha Mody of M/s. Nisha Mody& Associates Chartered Accountant as an Internal Auditor for the financial year2021-2022. She has conducted the Internal Audit of the Company on periodical intervals andreports of the same were placed before the Audit Committee Meeting and Board of theDirectors meeting for their noting and approval.

b) Secretarial Auditor - In compliance with the provisions of Section 204 of the Actand rules framed thereunder the Board of Directors had appointed M/s. KDA &Associates (Formerly Known as M/s. KDT & Associates) Practicing Company Secretariesfor the financial year 2021-2022 to carry out secretarial audit of the Company.

c) Statutory Auditor -

The members of the Company at their meeting held on 27th September 2021appointed M/s. A H J & Associates Chartered Accountants (FRN : 151685W) as StatutoryAuditor of the Company to hold office for a term of 5 (Five) years commencing fromconclusion of 47th Annual General Meeting till the conclusion of 52ndAnnual General Meeting of the Company.

M/s. A H J & Associates has furnished a certificate of their eligibility andconsent under Section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules2014 for their continuance as the Statutory Auditors of the Company for the FY 2021-22.In terms of the SEBI Listing Regulations the Auditors have confirmed that they hold avalid certificate issued by the Peer Review Board of the ICAI.

As per the provisions of the Act the Auditors Report on Financial Statements for theyear ended 31st March 2022 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 henceReport of the same for the financial year ended 31st March 2022 pursuant toprovisions of the Companies (Cost Records and Audit) Rules 2014 is not required to beplaced before the Board for noting.

36. INSURANCE

All the assets of the Company are adequately insured.

37. VIGIL MECHANISM

In accordance with the provisions of Section 177(9) of the Act and requirements ofRegulation 22 of the SEBI Listing Regulations your Company has a vigil mechanism asincorporated in the Whistle Blower Policy for Directors and employees to report genuineconcerns. The Whistle Blower Policy also provides for adequate safeguards againstvictimization of persons who use vigil mechanism and for direct access to the Chairman ofthe Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy isuploaded on the website of your Company and the weblink of the same ishttp://www.jdorgochem.com/pdf/policies/ Whistle%20Blower%20Policy.pdf

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) read with the Schedule V of the SEBI Listing Regulationsit is required to annex Management Discussion and Analysis Report of the Company to theAnnual Report. In compliance of the above mentioned provisions said report for thefinancial year ended 31st March 2022 is annexed as ANNEXURE - IV which formspart of this report.

39. BOARD DIVERSITY

Your Company strongly believes having a diverse Board enhances the quality ofdecisions. Directors from varied background experience and expertise will assist Companyto view larger picture and analyse all aspects of business thereby resulting in betterdecision making and enhancing the business prospects. In view of the same your Companyhas adopted a Board Diversity Policy and it has been displayed on the website of theCompany and the weblink of the same is http://www.jdorgochem.com/pdf/policies/Board%20Diversity%20Policy.pdf

40. GREEN INITIATIVES

Your Directors would like to draw your attention that as per Section 20 of the Act readwith the Companies (Management and Administration) Rules 2014 as may be amended from timeto time permits paperless compliances and also service of notice/ documents (includingAnnual Report) through electronic mode to its Members. Your Company requests and hasconsistently encouraged Members to take necessary steps for registering their e-mail idsso they can be a part and contributes towards greener environment.

41. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Accounting Standards issued by the Institute ofChartered Accountants of India to the extent applicable in preparation of financialstatements.

42. HUMAN RESOURCES

Employees are considered to be one of the most important assets and one of the mostcritical resources in the business which maximize the effectiveness of the organization.Human resources build the enterprise and create the sense of belonging that wouldinculcate the spirit of dedication and loyalty amongst them towards strengthening theCompany's Polices and Systems.

As reported earlier the possession of the erstwhile Turbhe unit of the Company wastaken over by majority of secured creditors under Securitization and Reconstruction ofFinancial Assets and Enforcement of Security Interest Act 2002 (SARFAESI Act) on 29thDecember 2006. Subsequently during FY 2007-08 the said Turbhe unit was disposed off bythe Secured Creditors and proceeds realized were adjusted by them towards their dues. Asregards to the legal matters pertaining to certain workmen of the said Turbhe Unitpending before various courts and legal forums there is no material change during theyear.

As already informed dues of the workers at Patalganga unit were settled and paidpursuant to the consent order passed by the Hon'ble High Court of Bombay in October 2003.However certain workers filed an appeal against the consent order before the Divisionbench of the Hon'ble High Court Bombay which was dismissed in July 2005. Thereafter anappeal filed before Hon'ble Supreme Court of India by the aforesaid workmen wassubsequently withdrawn by the concerned workers. Thereafter the workers union took up thesame in conciliation before Asst. Commissioner Labour Panvel Dist. Raigad. On failure ofthe conciliation proceedings the Labour Commissioner referred the matter to IndustrialTribunal Thane for adjudication. The Company challenged the order of adjudication passedby Labour Commissioner before the Division Bench of Hon'ble High Court Bombay and as perthe directions given by the Hon'ble High Court Bombay the said adjudication before theIndustrial Court has been stayed and the matter is pending. As such there is no change instatus of matter during the year.

43. SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively have been duly complied by theCompany.

44. OTHER DISCLOSURES

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

a) Issue of shares with differential rights as per provisions of Section 43(a)(ii) ofthe 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 readwith 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 ofSection 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014.

d) Non-exercising of voting rights in respect of shares purchased directly by employeesunder 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 Code2016.

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

45. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for theirsincere consistent and dedicated efforts towards the Company. They would also like tothank all other stakeholders of Company viz; Bankers Suppliers Customers and FinancialInstitution for their continued cooperation and support received by the Company.

For and on behalf of the Board

Parag Sharadchandra Kothari

Chairman

DIN:00184852

Place: Mumbai

Date: 30th May 2022

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