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Yasho Industries Ltd.

BSE: 541167 Sector: Industrials
NSE: N.A. ISIN Code: INE616Z01012
BSE 00:00 | 31 Jan 1492.70 -7.60
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NSE 05:30 | 01 Jan Yasho Industries Ltd
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VOLUME 9539
52-Week high 2099.00
52-Week low 1250.00
P/E 24.27
Mkt Cap.(Rs cr) 1,702
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1500.00
CLOSE 1500.30
VOLUME 9539
52-Week high 2099.00
52-Week low 1250.00
P/E 24.27
Mkt Cap.(Rs cr) 1,702
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Yasho Industries Ltd. (YASHOINDUSTRIES) - Director Report

Company director report

To

The Members

Yasho Industries Limited

Your Directors are pleased to present the 36th (ThirtySixth) Annual Report on the business and operations of the Company together with theAudited Financial Statements for the year ended March 31 2022.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs in Lakhs)

Particulars Year Ended 31st March 2022 Year Ended 31st March 2021 Year Ended 31st March 2022 Year Ended 31st March 2021

(Standalone)

(Consolidated)

Total Income 62410.77 36952.05 62298.66 36952.05
Profit before Tax 7127.42 3069.31 7083.50 3069.31
Less: Tax 1854.90 921.56 1854.90 921.56
Profit after tax 5272.51 2147.74 5228.60 2147.74
Add: Balance brought forward 6028.11 3892.85 6028.11 3892.85
Less: Dividend Paid 54.50 - 54.50
Net Profit available for appropriation 11246.12 6028.11 11202.21 6028.11

2. STATE OF COMPANY'S AFFAIRS

a) STANDALONE

The Company has reported total income of Rs 62410.77 Lakhs for thecurrent year as compared to Rs 36952.05 Lakhs in the previous year. The Net Profit forthe year under review amounted to Rs 5272.51 Lakhs in the current year as compared to Rs2147.74 Lakhs in the previous year.

b) CONSOLIDATED

The Company has reported total income of Rs 62298.66 Lakhs for thecurrent year as compared to Nil in the previous year. The Net Profit for the year underreview amounted to Rs 5228.60 Lakhs in the current year as compared to Nil in theprevious year.

*Note: In Financial Year 2020-21 your company had no subsidiarycompany so consolidated financials were not applicable for the last year.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. Howeverthe Company has retained the current year profit in the accumulated Profit and Lossaccount.

4. DIVIDEND

In order to conserve the resources by taking into account theprevailing economic situation and the need of resources for growth the Board of Directorsin its meeting held on April 30 2022 has recommended a final dividend of Rs 0.50 perequity

share for the year ended March 31 2022 subject to the approval of theMembers at the 36th Annual General Meeting ('AGM').

The said dividend is in line with the Dividend Distribution Policy ofthe Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') the top 1000 Listed Companies shall formulate a Dividend DistributionPolicy. Company's ranking as on March 31 2022 was on No. 698 Source:https://www.bseindia.com/downloads1/Top_1000_ Companies_as_on_31March2022_based_on_market_capitalisation.zip ) Accordingly the Board in its meeting held on April 30 2022approved Dividend Distribution Policy of the Company in compliance with regulation 43A ofthe Listing Regulations.

The Policy is available on the Company's website and can be accessed athttps://www.yashoindustries. com/uploads/7/9/4/9/7949862/dividend_distribution_policy-new.pdf

INVESTOR EDUCATION AND PROTECTION FUND (“IEPF")

In accordance with the provisions of Sections 124 125 and otherapplicable provisions if any of the Act read with the Investor Education and ProtectionFund Authority (Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referredto as 'IEPF

Rules') (including any statutory modification(s) or re- enactment(s)thereof for the time being in force) the amount of dividend remaining unclaimed or unpaidfor a period of seven years from the date of transfer to the Unpaid Dividend Account isrequired to be transferred to the Investor Education and Protection Fund (IEPF) maintainedby the Central Government. Further according to the IEPF Rules the shares in respect ofwhich dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutiveyears or more are also required to be transferred to the demat account created by the IEPFAuthority.

Your Company does not have any unpaid or unclaimed dividend or sharesrelating thereto which is required to be transferred to the IEPF till the date of thisReport.

The details of the unclaimed dividends are available on the Company'swebsite at https://www. yashoindustries.com/public-notices.html

The nodal officer for the purpose of IEPF is Ms. Komal Bhagat (CompanySecretary and Compliance officer) of the Company. The details of the same are mentioned onthe website of the Company. The web link is https://www.yashoindustries.com/uploads/7/9/4/9/7949862/details_of_iepf_nodal_ officer.pdf

5. SHARE CAPITAL

a) AUTHORISED SHARE CAPITAL

The authorized share capital of the Company as at March 31 2022 was Rs150000000 (Rupees Fifteen Crore only) consisting of 15000000 (One Crore Fifty Lakhs)equity shares of Rs 10 (Rupees Ten) each.

b) PAID UP SHARE CAPITAL

Preferential Issue

The Company has issued and allotted 500000 (Five Lakhs) equity sharesof Rs 10 (Rupees Ten) each issued at premium of Rs 845 (Eight Hundred and Five) eachissued on a preferential basis aggregating up to Rs 427500000 (Rupees Forty Two Croreand Seventy Five Lakhs only) for cash consideration through approval accorded by theshareholders at the 01st Extra ordinary General Meeting for the financial Year2021 - 22 of the Company held on November 6 2021. These shares are ranking pari-passuwith the old equity shares of the company. Proceeds of the said Preferential Issue wereutilized for expansion of business.

Apart from the above there was no change in paid up share capital.

The Company has neither issued shares with differential voting rightsnor issued sweat equity shares. There is no scheme for employee stock option or provisionof money for shares to the Employees or Directors of the Company.

As on the date of this report the paid up share capital as on March 312022 stands at Rs 113992000 (Rupees Eleven Crore Thirty-Nine Lakhs Ninety Two Thousandonly) divided into 11399200 (One Crore Thirteen Lakhs Ninety Nine Thousand Two Hundred)equity shares of Rs 10 (Rupees Ten) each. During the year under review the Company hasnot issued any shares with differential voting rights nor granted any stock options orsweat equity or warrants.

6. LISTING FEES

Your Company has paid requisite annual listing fees to BSE Limited(BSE) where its equity shares are listed.

7. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY

There have been no other material changes and commitments which affectthe financial position of the Company that have occurred between the end of the financialyear to which the financial statements relate and the date of this report.

8. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANYFOR THE PURCHASE OF ITS OWN SHARES

The company has not provided any financial assistance to its employeesas per Section 67 of the Companies Act 2013 (the 'Act").

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there has been no such significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

10. SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

SUBSIDIARIES

During the year the Company has incorporated a wholly owned subsidiarycompany in Netherlands viz.'Yasho Industries Europe B.V.' on June 29 2021. It has beenengaged in the marketing sale import and export of specialty and fine chemicals.

During the Financial year 2021-22 revenue from operations was Rs 80.97lakhs. Net profit after tax for the financial year 2021-22 was Rs 1.51 Lakhs.

Material Subsidiary

None of the above mentioned subsidiary is a material subsidiary as perthe thresholds laid down under the Listing Regulations as amended from time to time.

The Board of Directors of the Company has approved a Policy fordetermining material subsidiaries in line with the Listing Regulations. The Policy hasbeen uploaded on the Company's website and can be accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/determination_of_ material_subsidiary_policy-new.pdf

ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31 2022 the Company does not have any associate and jointventure companies.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financialyear 2022 are prepared in compliance with the applicable provisions of the Act includingIndian Accounting Standards specified under Section 133 of the Act. The auditedConsolidated Financial Statements together with the Auditors' Report thereon form part ofthe Annual Report.

Pursuant to Section 129(3) of the Act a statement containing salientfeatures of the Financial Statements of each of the subsidiaries associates and JVCompanies in the prescribed Form AOC-1 as Annexure A forms part of the Annual Report.

The Financial Statements of the Subsidiary is also available on thewebsite of the Company and can be accessed at www.yashoindustries.com

12. STATUTORY AUDITOR & AUDIT REPORT

M/s V J Shah & Co Chartered Accountants (Firm Registration Number:109823W) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the Annual General Meeting of the Members held on July 29 2020 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.They have confirmed to the Company that they are not disqualified from continuing to actas the Statutory Auditors of the Company.

The Statutory Auditors' Report forms part of the Annual Report. Thereis no audit qualification reservation or adverse remark for the year under review. Therewas no instance of fraud during the year under review which required the StatutoryAuditors to report to the Audit Committee and / or Board under Section 143(12) of Act andRules framed thereunder.

13. COST AUDITOR

As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time the Companyis required to maintain cost accounting records and have them audited every year.

The Board of Directors on the recommendations of the Audit Committeehas approved the reappointment of M/s Kishore Bhatia and Associates Cost Accountant (FirmRegistration Number: 00294) as Cost Auditor of the Company for the financial year2022-23 under section 148 of the Companies Act 2013.

The remuneration payable to the Cost Auditor is required to be placedbefore the Members in a General Meeting for their ratification. Accordingly a resolutionseeking Member's ratification for the remuneration payable to M/s Kishore Bhatia andAssociates Cost Accountant is included at Item No 04 of the notice convening the AnnualGeneral Meeting.

The Company has maintained cost records as specified under Section 148of the Act.

14. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and rules madethereunder the Company has appointed M/s. Dhrumil M Shah & Co. a Company Secretariesin Practice to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed as Annexure B and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark

15. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

16. DIRECTORS OR KEY MANAGERIAL PERSONNEL a)DIRECTORATE

Appointment / Re-Appointment Mr. Yayesh Jhaveri

In accordance with the provisions of Section 152 of the Act Mr. YayeshJhaveri (DIN: 01257668) Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting. Brief profile of Mr. Yayesh Jhaveri has been given inthe Notice convening the Annual General Meeting.

Mr. Ullal Ravindra Bhat

During the year the Board of Directors in their meeting had approvedthe appointment of Mr. Ullal Ravindra Bhat as an Additional Director under IndependentDirector category subject to the approval of shareholders for a period of 5 (Five) yearseffective from September 14 2021. Subsequently the shareholders approved the appointmentof Mr. Ullal Ravindra Bhat as an Independent director at the First Extra Ordinary GeneralMeeting for the financial Year 2021-22 held on November 6 2021.

Mr. Anurag Surana

During the year the Board of Directors in their meeting had approvedthe appointment of Mr. Anurag Surana as an Independent director subject to the approval ofshareholders for a period of 5 (Five) years effective from October 01 2021. Subsequentlythe shareholders also approved the appointment of Mr. Anurag Surana as an Independentdirector at the First Extra Ordinary General Meeting for the financial Year 2021-22 heldon November 6 2021.

Mr. Vinod Jhaveri

In terms of Section 152 of the Act Mr. Vinod Jhaveri Director beingliable to retire by rotation was re-appointed by the Members at the AGM held on July 202021.

Cessation

During the period under review Mr. Ashok Malaviya and Mrs. Mila Desaihave resigned from the position of Independent Director effective from September 14 2021and March 8 2022 respectively.

The Board places on record its appreciation and gratitude for theinvaluable contributions made by Mr. Ashok Malaviya and Mrs. Mila Desai during theirtenure as Independent Directors of the Company.

b) KEY MANAGERIAL PERSONNEL ('KMP')

There is no change in the KMP of the Company during the year.

c) INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations thatthey meet the conditions of independence as laid down under Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. In the opinion of the Board theIndependent Directors fulfil the said conditions of independence. The IndependentDirectors have also confirmed

that they have complied with the Company's Code of Business Conduct& Ethics. In terms of requirements of the Listing Regulations the Board hasidentified core skills expertise and competencies of the Directors in the context of theCompany's businesses for effective functioning which are detailed in the Report onCorporate Governance.

Further in terms of Section 150 of the Companies Act 2013 read withRule 6 of the Companies (Appointment and Qualification of Directors) Rules 2014Independent Directors of the Company have confirmed that they have registered themselveswith the databank maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board the Independent Directors are independentof the management possess the requisite integrity experience expertise proficiency andqualifications. The details of remuneration paid to the members of the Board of Directorsand its Committees are provided in the Report on Corporate Governance.

17. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the required Committees of the Board along with theircomposition number of meetings and attendance at the meetings are provided in the Reporton Corporate Governance as required under Schedule V of the Listing Regulations.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENTDIRECTORS

The Company has developed a robust familiarisation process for thenewly appointed Directors with respect to their roles and responsibilities way ahead ofthe prescription of the regulatory provisions. The process has been aligned with therequirements under the Act and other related regulations. This process inter alia includesproviding an overview of the chemical industry the Company's business model the risksand opportunities the new products innovation sustainability measures digitisationmeasures etc.

Details of the familiarisation programme are also available on theCompany's website and can be accessed at www.yashoindustries.com

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17and Part D of Schedule II to the Listing Regulations the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well asworking of its Audit Nomination and Remuneration Stakeholders' Relationship andCorporate Social Responsibility Committees. A structured questionnaire was prepared aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specified duties obligations andgovernance.

The exercise was carried out to evaluate the performance of individualDirectors who were evaluated on parameters such as level of engagement and contributionindependence of judgement safeguarding the interest of the Company and its minorityshareholders etc.

The Independent Directors of the Company met on January 31 2022without the presence of Non-Independent Directors and members of the management to reviewthe performance of NonIndependent Directors and the Board of Directors as a whole; toreview the performance of the Chairman and Managing Director of the Company and to assessthe quality quantity and timeliness of flow of information between the management and theBoard of Directors. The performance evaluation of the Independent Directors was carriedout by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

20. DEPOSITS

The Company has not invited/ accepted any deposits from the publicduring the year ended March 31 2022. There were no unclaimed or unpaid deposits as onMarch 31 2022.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the financialyear ended on March 31 2022 there has been no non-compliance with the requirements ofthe Act.

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange

earnings and outgo stipulated under Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith asAnnexure C.

22. ANNUAL RETURN

Pursuant to Section 134 and Section 92 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 at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/annual_return_2021-22.pdf

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES

All Related Party Transactions that were entered during the financialyear were on an arm's length basis and in the ordinary course of business and is incompliance with the applicable provisions of the Act and the Listing Regulations. Therewere no materially significant Related Party Transactions made by the Company during theyear that required Shareholders' approval under Regulation 23 of the Listing Regulations.None of the transactions with related parties fall under the scope of Section 188(1) ofthe Act. Accordingly the disclosure of related party transactions as required underSection 134(3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY2021-22 and hence does not form part of this report.

The Policy on Related Party Transactions is available on the website ofthe company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/materiality_of_related_party_transactions_policy- new.pdf

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a CSR Committee in accordance with Section135 of the Act.

CSR activities at your Company are in line with the provisions ofsection 135 read with schedule VII to the act. As a part of its initiative under the"Corporate Social Responsibility" (CSR) drive the Company has focused in theareas of education preventive health care and Rural Development. These projects are inaccordance with Schedule VII of the Act and the Company's CSR policy. The Report on CSRactivities as required under the Companies (Corporate Social Responsibility Policy) Rules2014 is annexed as Annexure D and forms an integral part of this Report.

The CSR policy is available on the website of the Company athttps://www.yashoindustries.com/ uploads/7/9/4/9/7949862/csr_policy.pdf

25. PARTICULARS OF EMPLOYEE

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) and Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure Eto this Report.

26. NUMBER OF MEETINGS OF THE BOARD

The Board meetings are pre-scheduled and a tentative annual calendar ofthe meetings is circulated to the Directors well in advance to help them plan theirschedules and ensure meaningful participation. However if the need arise in case ofspecial and urgent business the Board's approval is obtained by passing resolutionsthrough circulation as permitted by law which are confirmed in the subsequent Boardmeeting. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board meetings.

The Board met Seven (7) times during the year under review. The detailsof the number of meetings of the Board held during the Financial Year 2021-22 and theattendance therein forms part of the Report on Corporate Governance.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (C) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:

i. I n the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards had been followed along withproper explanation relating to material departures;

ii. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at March 31 2022and of the profit and loss of the company for that period;

iii. The directors had 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;

iv. The directors had prepared the annual accounts on a going concernbasis;

v. The directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

vi. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

28. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONINCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF ADIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

The Company has in place a policy for remuneration of Directors and KMPas well as a well-defined criterion for the selection of candidates for appointment to thesaid positions which has been approved by the Board. The Policy broadly lays down theguiding principles philosophy and the basis for payment of remuneration to the Executiveand Non-Executive Directors (by way of sitting fees and commission) and KMP.

The criteria for the selection of candidates for the above positionscover various factors and attributes which are considered by the Nomination &Remuneration Committee and the Board of Directors while selecting candidates. The policyon remuneration of Directors and KMP is available at the website of the Company and can beaccessed at https://www.yashoindustries. com/uploads/7/9/4/9/7949862/nomination_and_remuneration_policy-new.pdf

The Board of Directors of the Company also formulated and adopted thepolicy on the 'Diversity of the Board'. The details of the same are available at thewebsite of the Company and can be accessed at https://www.yashoindustries.com/uploads/7/9/4/9/7949862/board_diversity_policy- new.pdf

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

To oversee and review the Vigil Mechanism/ whistle-blower functionestablished by the Company to report the genuine concerns against the suspected orconfirmed fraudulent activities allegations of corruption violation of the Company'sCode of Conduct.

The Company will provide adequate safeguards against victimisation ofpersons who use this mechanism. Such persons shall have direct access to the Chairman ofthe Audit Committee when appropriate.

The Whistle Blower Policy has been posted on the website of the Companyat https://www. yashoindustries.com/uploads/7/9/4/9/7949862/vigil_ mechanism_policy.pdf

30. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS

The details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 are given in the Notes to the Financial Statements.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

The Company has in place adequate internal financial controls withreference to financial statements. The internal financial controls with reference to theFinancial Statements are adequate in the opinion of the Board of Directors.

Also the Company has a proper system of internal controls to ensurethat all assets are safeguarded and protected against loss from unauthorized use ordisposition and that transactions are authorized recorded and reported correctly.

During the Financial Year 2021-22 such controls were tested and noreportable material weakness in the design or operation was observed.

32. RISK MANAGEMENT

Risks are events situations or circumstances which may lead tonegative consequences on the Company's businesses. Risk management is a structuredapproach to manage uncertainty. The Company has duly approved a Risk Management Policy.The objective of this Policy is to have a well-defined approach to risk. The policy laysdown broad guidelines for timely identification assessment and prioritization of risksaffecting the Company in the short and foreseeable future. The Policy suggests framing anappropriate response action for the key risks identified so as to make sure that risksare adequately addressed or mitigated. Risk Management Plan is available on the website ofthe Company at https://www. yashoindustries.com/uploads/7/9/4/9/7949862/risk_management_policy-new.pdf

Further Regulation 21 of the Listing Regulations mandates that top1000 listed entities determined on the basis of market capitalisation as at the end ofthe immediate previous financial year

shall constitute a Risk Management Committee. Company's ranking as onMarch 31 2022 was on No. 698 (Source: https://www.bseindia.com/downloads1/Top_1000_Companies_as_on_31March2022_based_ on_market_capitalisation.zip) Accordingly theBoard in its meeting held on April 30 2022 constituted the Risk Management Committee ofthe Company in compliance with regulation 21 of the Listing Regulations. The terms ofreference composition of the Committee etc. are provided in the corporate governancesection forming part of this Annual Report. The Company has developed and implemented arisk management plan and in the opinion of the Board of Directors no risks have beenidentified which may threaten the existence of the Company. Your Company continuouslymonitors business and operational risks. All key functions and divisions are independentlyresponsible to monitor risks associated within their respective areas of operations suchas finance & taxation regulatory & compliance insurance legal and other issueslike cyber security data privacy health safety and environment.

33. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment inline with the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year no complaint was received by the Company.

34. SECRETARIAL STANDARDS

During the year under review your Company has complied with theapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of theCompany as required under the Listing Regulations is provided in a separate section andforms an integral part of this Report.

36. CREDIT RATINGS

The following ratings have been reaffirmed / assigned to the Companyfor its Bank facilities:

Instrument Type Maturity Date Size of Issue (' in Million) Rating/Outlook Rating Action
Term Loan March 2026 Rs 423.54 (outstanding as of March 2021) IND BBB/ Stable Assigned
Fund-Based Limits - Rs 1100 IND BBB/ Stable/ IND A2 Assigned
Non-Fund-Based Limits

-

Rs 405.00 IND A2 Assigned

Above ratings are given for the FY 2020-21 Company have not receivedrating for F.Y. 2021-22.

37. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34 read with Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a separate section on Report on CorporateGovernance practices followed by the Company together with a certificate received fromthe Practicing Company Secretaries confirming compliance is attached.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) ofthe Listing Regulations is annexed as Annexure F and forms an integral part of thisReport.

39. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE ENDOF THE FINANCIAL YEAR: During the Financial Year 2021-22 there was no applicationmade and proceeding initiated /pending under the Insolvency and Bankruptcy Code 2016 byany Financial and/or Operational Creditors against your Company.

As on the date of this report there is no application or proceedingpending against your company under the Insolvency and Bankruptcy Code 2016.

40. The details of difference between the amount of valuation atthe time of one-time settlement and the valuation done at the time of taking a loan fromthe banks or financial institutions along with the reasons thereof:

During the Financial Year 2021-22 the Company has not made anysettlement with its Bankers from which it has accepted any term loan.

41. CAUTIONARY STATEMENT

Statements in the Director's Report and the Management Discussion andAnalysis describing the Company's objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: global and domestic demand and supplyconditions and other business policies changes in government regulations and tax lawsoverall economic growth rate etc. economic developments within India and the countrieswithin which the Company conducts business etc.

42. ACKNOWLEDGMENTS

Your Directors wish to place on record sincere gratitude andappreciation for the contribution made by the employees at all levels for their hardwork support dedication towards the Company.

Your Directors thank the Government of India and the Government ofGujarat and Maharashtra for their co-operation and appreciate the relaxations provided byvarious Regulatory bodies to facilitate ease in compliance with provisions of law.

Your Directors also wish to thank employees customers businessassociates suppliers investors and bankers for their continued support and faith reposedin the Company.

For and on behalf of the Board of Directors

Vinod Harilal Jhaveri
Place: Mumbai Chairman and Executive Director
Date: April 30 2022 DIN: 01655692

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