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A Oneindia Venture

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Sensex 77,566.16 -1.71%

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Sensex 77,566.16 -1.71%

Nifty 24,005.80 -1.82%

22k Gold ₹ 14,820 /gm

Directors Report of Vadivarhe Speciality Chemicals Ltd.

Mar 31, 2025

Your Directors are hereby presenting the 16th Directors Report of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Company''s financial performance during the year ending March 31, 2025, as compared to the previous financial year, is summarized as below:

(Rs. in Lacs)
Particulars	For the financial year ended 31st March, 2025	For the financial year ended 31st March, 2024
Income	3817.45	4056.57
Less: Expenses	4749.73	3905.88
Prior Period Income	-	-
Profit before exceptional and extraordinary items and tax	(932.27)	150.69
Exception Income	5.75	-
Exception expenditure	-	-
Profit/ (Loss) before tax	(926.53)	150.69
Less: Provision for tax	-	-
Deferred T ax Expense/(Benefits)	-	-
MAT Credit entitlement	-	-
MAT Credit Utilized	-	-
MAT Credit Reversed	-	144.53
Income Tax of earlier years w/off
Profit after Tax	(926.53)	6.15
APPROPRIATION

Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	(926.53)	6.15

2. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve account during the financial year under review.

3. OPERATIONS:

This is the sixteenth year of operation, and your Company has achieved sales of Rs. 3817.45 Lacs and incurred loss of Rs. 926.53 Lacs as compared to previous year''s sales of Rs. 4367.86 Lacs and Profit of Rs. 6.15.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

The Company continues to be engaged in the activities pertaining to manufacturing of all types of Organic Chemicals, Inorganic Chemicals, Bio-Chemicals, Bulk Drugs, Drug Intermediaries and Active Pharmaceutical Ingredients and to provide related services.

There has been no change in the nature of business of the Company during the year under review.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

The Company is making efforts to increase its productivity by making an optimum use of its production capacity, developing new products to fetch more revenue and minimization of the cost of production.

b. Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

c. Future Prospects including constraints due to Government policies

There are no significant changes in Government policies in API and Intermediates.

6. dividend:

Company has suffered from huge losses, and your directors have decided not to recommend any dividend for the financial year under review.

7. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe IEPF Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company has never declared any dividend in its lifetime and consequently did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (âIEPFâ).

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, it is not applicable to the Company as the Company does not have any Subsidiary / Associate / Joint Venture Company.

9. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit)Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable to the company.

10. LOAN FROM DIRECTORS:

During the financial year under review, the Company has taken a loan from Mr. Sunil Haripant Pophale, Promoter & Executive Director and Mrs. Meena Pophale, Whole time Director of the Company and thus both has given the declaration in writing to the Company stating that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:-

Name of Director giving loan	Amount outstanding as on March 31, 2025
Mr. Sunil Haripant Pophale	Rs. 16,40,63,400/-
Mrs. Meena Sunil Pophale	Rs. 1,00,44,800/-

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All the related party transactions/contracts/arrangements that were entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013 during the year under review were on an arm''s length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

The Board, with oversight from the Audit Committee, has ensured that all related party transactions, if any, received the necessary approvals in accordance with the Company''s policies and regulatory requirements.

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP''s, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company. Related party transactions covered under sub-section (1) of section 188 of the Companies Act, 2013 are enclosed as "ANNEXURE I".

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

The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken. The company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology.

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "ANNEXURE II" which forms part of this Report.

13. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of The Annual Return for the financial year 2024-25, prepared in accordance with Section 92(3) of the Companies Act, 2013, will be made available on the website in due course, once the same is filed with the Registrar of Companies will be placed on the website of the company at the following web address: https://www.vscl.in/investor/annual-returns.php

14. SHARE CAPITAL

During the Financial Year 2025-24, there were no changes in the share capital of the Company. The existing share capital of the Company is as stated below: -

a. Authorized Share Capital

The Authorized share capital of the Company is Rs. 15,00,00,000 comprising of 1,50,00,000 Equity Shares of Rs. 10 each.

b. Issued, subscribed and paid-up share capital

The issued, subscribed, and paid-up share capital of the Company is Rs. 12,78,27,500 as at March 31, 2025, comprising of 1,27,82,750 Equity Shares of Rs. 10 each fully paid-up.

15. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 ANDSECRETARIAL STANDARD 2

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India (âICSIâ) on Meetings of the Board of Directors and General Meetings.

16. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The Company has not made any loans or provided guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013. Company has not made any investment during the covered under the provisions of Section 186 of the Companies Act, 2013 however, full particular of investments made by company has been furnished in 15 of the Notes to Accounts which forms part of the financials of the Company.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and the date of this report.

18. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are sound & adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

Your Company has a robust Internal Audit Mechanism, conducted as per pre-approved calendar. Basis the audit, Internal Auditor periodically report on the designed deficiency and Operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company objectives more efficiently. The observations and agreed action plans are presented to the Audit Committee that reviews the adequacy of the controls implemented by the Management.

19. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

The composition of Board of Directors of Vadivarhe Speciality Chemicals Limited (âVSCLâ) is an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31, 2025, are as follows:
Name of the Director	Designation	DIN
Mr. Sunil Haripant Pophale	Executive Director	00064412
Mrs. Meena Sunil Pophale	Whole-time Director	00834085
Mr. Prasanna Prabhakar Rege	Independent Director	02795136
Mr. Ravindra Keshav Paranjpe	Independent Director	06816384
Mrs. Uttara Adwait Kher	Independent Director	07805920
Mr. Anil Ganpat Suryavanshi	Executive Director	10052423 *

* Mr. Anil Suryavanshi had resigned from the post of Whole time Director with effect from 09^th June 2025.

(i) Appointment

During the Year under review, there were no new appointments made on the Bord of the Company.

(ii) Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil H. Pophale is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from his pursuant to Section 164(2) of the Companies Act, 2013. Your directors recommend his re-appointment as Director of the Company.

b) Key Managerial Personnel

During the year under review, Mr. Manoj Kumar was appointed as Company Secretary and Compliance Officer of the Company with effect from May 27, 2024.

The Key Managerial Personnel (KMP) of the Company as on March 31, 2025, are as follows:
Name	Designation	Date of appointment
Mr. Manoj Kumar	Company Secretary & Compliance Officer	27/05/2024
Mr. Laxmikant Potdar	Chief Financial Officer	24/03/2017*
Mr. Susheel Koul	Chief Executive Officer	22/01/2024*

*Mr. Laxmikant Potdar had resigned from the post of Chief Financial Officer w.e.f. June 01, 2025.* Mr. Susheel Koul had resigned from the post of Chief Executive Officer w.e.f. April 30, 2025.c) Declaration by Independent Directors

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do

not suffer from any disqualifications specified under the Act. Such declarations were placed in the Board meeting which includes the confirmation to the effect that the Independent Directors have included their names in the database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

d) Remuneration / Commission drawn from Holding / Subsidiary Company

The Company does not have any Holding Company or Subsidiary Company, hence question of remuneration or commission from any of its Holding or Subsidiary Company does not arise.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

b) Audit Committee

The Audit Committee is duly constituted in accordance with Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which are prepared in compliance with Section 177 of the Companies Act, 2013.

The Audit Committee comprises:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee, and no personnel has been denied access to the Audit Committee.

c) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The Policy has been placed on the Website of the Company at https://vscl.in/uploads/pdf/NRC%20Policy.pdf.

The composition of the Committee is as under:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

d) Stakeholders Relationship Committee

The Stakeholder''s Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013.

The composition of the Committee is as under:

Name of the Members Designation

Mr. Prasanna Prabhakar Rege Chairman & Independent Director

Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

During the year under review, the Company has not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2025.

e) Independent Directors meeting

In Compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Independent Directors Meeting of the Company was held on January 22, 2025. Independent Directors Meeting considered the performance of Non-Independent Directors and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programmes by Chairman, Managing Director and Senior Management.

The independent directors present at the meeting held on February 12, 2025, are as follows:
Name of the Directors	Position	Status
Mr. Prasanna Rege	Chairman	Independent Director
Mrs. Uttara Adwait Kher	Member	Independent Director

f) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and everysuch class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the company at the link: https://vscl.in/uploads/pdf/Whistle%20Blower%20Policy.pdf

g) Risk Management Policy

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h) Annual Evaluation of Directors, Committee and Board

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and other Committees of Board of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions, and the guidance provided by each Director in achieving the desiredlevels of growth. This is in addition to the evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

i) Management Discussion & Analysis

A separate report on Management Discussion & Analysis is appended to this Annual Report as an "ANNEXUREIII" and forms part of this Directors'' Report.

21. PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR

Mr. Susheel Koul being the Chief Executive Officer, Mr. Laxmikant Potdar being the Chief financial officer and Mr. Manoj Kumar being the Company Secretary of the Company belong to the Senior Management along with other senior management personnel of the Company.

Mr. Susheel Koul, Chief Executive Officer, resigned with effect from 30^th April 2025.

Mr. Laxmikant Potdar, Chief Financial Officer, resigned with effect from 01^st June 2025.

22. CORPORATE SOCIAL RESPONSIBILITY POLICY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee consisting of following members:

Name of the Members	Designation
Mr. Sunil Haripant Pophale	(Chairman & Executive Director)
Mrs. Meena Sunil Pophale	Whole-Time Director
Mr. Uttara Adwait Kher	Independent Director

The Company does not fall under the criteria as specified under the provisions of Section 135(1) of the Act and hence, compliance of CSR provisions was not applicable to the Company for FY 2025-24.

23. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITOR & AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2025 Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S R Rahalkar & Associates (Firm registration No: 108283W), Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of 5 (Five) years and they will continue to be the Statutory Auditors of the Company until the conclusion of Annual General Meeting to be held in the Financial Year 2028-29.

The Statutory Audit report does not contain any observations/ qualifications/ disclaimers/ adverse remarks from the auditors for the financial year ended March 31, 2025.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2025

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2025, read with the explanatory notes therein are selfexplanatory and therefore, do not call for any further explanation or comments from the Board

under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2025 Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s Prajot Vaidya & Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The secretarial audit report issued by M/s Prajot Vaidya & Co., Practicing Company Secretaries, in Form MR-3 for the financial year 2024-25, forms part of the Directors Report as "ANNEXURE IV".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

d. INTERNAL AUDITOR

M/s Yatin & Associates, Chartered Accountants (FRN: 112100W) were appointed as the Internal Auditor of the Company for the financial year 2024-25 based on the recommendation of the Audit Committee of the Company.

e. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules, 2014.

24. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. areadequately insured by the Company.

25. INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, the Company maintained a robust and stable financial position, with no applications initiated or proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). This reflects the Company''s steadfast commitment to prudent financial management, operational resilience, and adherence to its obligations, ensuring that no circumstances arose necessitating recourse to the provisions of the aforementioned Code.

Furthermore, no such proceedings were brought before the National Company Law Tribunal or any other judicial or quasi-judicial authorities during this period. The absence of such applications or proceedings underscores the Company''s strong governance framework and its ability to navigate the financial landscape effectively, fostering confidence among stakeholders regarding its fiscal health and sustainability.

26. ONETIME SETTLEMENT AND VALUATION

During the year under review, the Company did not enter into any one-time settlement agreements with any banks or financial institutions, and consequently, no valuation was conducted for such purposes. Similarly, no valuation was required or performed in relation to loans obtained from banks or financial institutions. Hence, there are no differences to report between valuations done at the time of one-time settlement and those done while availing loans, as no such activities occurred during the year.

27. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts)

Rules, 2014 are furnished as under:

a. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which could have an impact onthe going concern status and the Company''s operations in future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

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

ii. Such accounting policies have been selected and applied consistently and the Directors 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, 2025 and of the loss of the Company for that year;

iii. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. Internal financial controls were followed by the Company and such internal financialcontrols are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE

The corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i), (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 (âListing Regulationsâ) is not applicable to the Company. However,the Company consistently strives to ensure that the best corporate governance practices are adopted and followed in its functioning and administration.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people''s attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.

As on March 31, 2025, there were a total of 75 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

i. PARTICULARS OF REMUNERATION TO EMPLOYEES

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in "ANNEXURE V" to this Report.

Further the Company has no employee who is in receipt of remuneration of INR. 8,50,000/-per month or INR 1,02,00,000/- per annum and hence the Company is not required to give information under sub-rule (2) and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details for the top ten employees of the Company are also mentioned in "ANNEXURE V" to this report.

j. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at workplace.

Particulars	No. of Complaints
Complaints as on April 1, 2024	Nil
Complaints filed during Financial Year 2024-25	Nil
Complaints disposed-off during Financial Year 2024-25	Nil

Complaints pending for a period exceeding Ninety Days.	Nil
Complaints pending as on March 31, 2025	Nil

k. MATERNITY BENEFIT COMPLIANCE:

The Company reaffirms its unwavering commitment to the health, dignity, and wellbeing of its women employees by ensuring full compliance with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder.

In line with the statutory framework, the Company provides all eligible women employees with maternity leave benefits, including paid leave, job protection, and continued access to applicable medical and other statutory entitlements. These benefits are extended with the objective of supporting women during a crucial phase of life and ensuring a smooth transition between personal responsibilities and professional commitments. Further, the Company has adopted a proactive approach to build a gender-sensitive and inclusive workplace, going beyond mere statutory requirements. Adequate internal policies are in place to create awareness, sensitize teams, and ensure timely redressal of any concerns related to maternity entitlements. Periodic reviews are also undertaken to ensure strict adherence to the law and promote a culture of empathy and support. The Board places on record its assurance that the Company has maintained a compliant and supportive environment in accordance with the spirit and intent of the Maternity Benefit Act, and will continue to enhance employee-centric practices that promote diversity, equity, and inclusion across the organization.

l. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "ANNEXURE V" to this Director''s Report.

28. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

29. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There were no instance of onetime settlement with any Bank or Financial Institution.

30. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not made any disclosure under clause 5A of paragraph A of Part A of Schedule III of these regulations.

31. ACKNOWLEDGEMENTS AND APPRECIATION

Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Mar 31, 2024

Your Directors are hereby presenting the 15^th Directors Report of the Company together with theAudited Statement of Accounts for the financial year ended March 31, 2024.

1. FINANCIAL STATEMENTS & RESULTS:Financial Results

The Company''s financial performance during the year ended March 31, 2024, as compared to the previous financial year, is summarized as below:

(Rs. in Lacs)
Particulars	For the financial year ended 31^st March, 2024	For the financial year ended 31^st March, 2023
Income	4056.57	4,440.29
Less: Expenses	3905.88	4,362.88
Prior Period Income	-	-
Profit before exceptional and extraordinary items and tax	150.69	77.41
Exception Income	-	37.31
Exception expenditure	-	-
Profit/ (Loss) before tax	150.69	114.72
Less: Provision for tax	-	-
Deferred Tax Expense/(Benefits)	-	-
MAT Credit entitlement	-	-
MAT Credit Utilized	-	-
MAT Credit Reversed	144.53	-
Income Tax of earlier years w/off		-
Profit after Tax	6.15	114.72
APPROPRIATION
Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	6.15	114.72

2. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve account during the financial year under review.

3. OPERATIONS:

This is the fifteenth year of operation, and your Company has achieved sales of Rs. 4007.54 Lacs and had earned a Profit of Rs. 6.15 Lacs as compared to previous year''s sales of Rs. 4367.86 Lacs and Profit of Rs. 114.72 Lacs.

4. CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the year under review.

5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:Your Directors wish to present the details of Business operations done during the year under review:a. Production and Profitability

The Company is taking efforts to increase its productivity by making an optimum use of its production capacity, developing new products to fetch more revenue and minimization of the cost of production.

b. Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

c. Future Prospects including constraints due to Government policies

There are no significant changes in Government policies in API and Intermediates.

6. DIVIDEND:

Considering the proposed future expansion plans and to conserve the profits, your directors

have decided to not recommend any dividend for the financial year under review and same is being transferred to reserves.

7. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

However, your Company did not have any funds lying unpaid or unclaimed for a period of seven years in an Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund ("IEPF").

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year under review, it is not applicable to the Company as the Company does not have any Subsidiary / Associate / Joint Venture Company.

9. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable to the company.

10. LOAN FROM DIRECTORS:

During the financial year under review, the Company has taken a loan from Mr. Sunil Haripant Pophale, Promoter & Executive Director of the Company and thus he has given the declaration in writing to the Company stating that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount is excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:-

Name of Director giving loan	Amount outstanding as on March 31, 2024
Mr. Sunil Haripant Pophale	Rs. 14,85,04,000/-

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMPs, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under AS-18 are reported in the notes to the financial statement of the Company. Hence, no disclosure is required to be given in this regard in Form AOC-2.

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

13. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the company as on March 31, 2024 is placed on the website of the company at the following web address: https://www.vscl.in/investor/annual-returns.php.

14. SHARE CAPITAL

During the Financial Year 2023-24, there were no changes in the share capital of the Company. The existing share capital of the Company is as stated below: -

A. Authorized Share Capital

The Authorized share capital of the Company is Rs. 15,00,00,000 comprising of 1,50,00,000 Equity Shares of Rs. 10/- each.

B. Issued, subscribed and paid-up share capital

The issued, subscribed, and paid-up share capital of the Company is Rs. 12,78,27,500/-as at March 31, 2024, comprising of 1,27,82,750 Equity Shares of Rs. 10 each fully paid-up.

15. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors and General Meetings.

16. PARTICULARS OF INVESTMENTS. LOANS. GUARANTEES AND SECURITIES

The Company has not made any loans or provided guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013. However, full particulars of the investments covered under the provisions of Section 186 of the Companies Act, 2013 as made by the Company during the financial year under review has been furnished in Note N, Note O and Note P of the Notes to Accounts which forms part of the financials of the Company.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

18. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are sound & adequate. During the year under review, no

material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

19. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNELa) Board of Directors

The composition of Board of Directors of Vadivarhe Speciality Chemicals Limited ("VSCL") is an optimum mix of Executive and Non-Executive Directors. They show active participation at the board and committee meetings, which enhances transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

The Board of Directors of the Company as on March 31, 2024, are as follows:

Name of the Director	Designation	DIN
Mr. Sunil Haripant Pophale	Executive Director	00064412
Mrs. Meena Sunil Pophale	Whole-time Director	00834085
Mr. Prasanna Prabhakar Rege	Independent Director	02795136
Mr. Ravindra Keshav Paranjpe	Independent Director	06816384
Mrs. Uttara Adwait Kher	Independent Director	07805920
Mr. Anil Ganpat Suryavanshi	Executive Director	10052423

(i) Appointment

During the Year under review, there were no new appointments made on the Board of the Company. However, Mr. Anil Ganpat Suryavanshi is regularized from

Additional Director to Whole-Time Director at the AGM held on September 28, 2023. (ii) Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Meena S. Pophale is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers herself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from her pursuant to Section 164(2) of the Companies Act, 2013. Your directors recommend her re-appointment as Director of the Company.

b) Key Managerial Personnel

During the year under review, Mr. Susheel Koul was appointed as Chief Executive Officer of the Company with effect from January 22, 2024.

The Key Managerial Personnel (KMP) of the Company as on March 31, 2024, are as follows:

Name	Designation	Date of appointment
Mr. Rakshit Jain ¹	Company Secretary	07/10/2023¹
Mr. Laxmikant Potdar	Chief Financial Officer	24/03/2017
Mr. Susheel Koul	Chief Executive Officer	22/01/2024

declarations were placed in the Board Meeting which includes the confirmation to the effect that the Independent Directors have included their names in the database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

d) Remuneration / Commission drawn from Holding / Subsidiary Company

The Company does not have any Holding Company or Subsidiary Company, hence question of remuneration or commission from any of its Holding or Subsidiary Company does not arise.

20. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIESa) Board meetings

The Board of Directors met 5 (Five) times during the financial year ended March 31, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The details of the same are as mentioned under: -

b) Audit Committee

The Audit Committee comprises of:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee, and no personnel has been denied access to the Audit Committee.

c) Nomination and Remuneration Committee

The composition of the Committee is as under:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

d) Stakeholders Relationship Committee

The Stakeholder''s Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013.

The composition of the Committee is as under:

Name of the Members	Designation
Mr. Prasanna Prabhakar Rege	Chairman & Independent Director
Mr. Ravindra Keshav Paranjpe	Member & Independent Director
Mrs. Uttara Adwait Kher	Member & Independent Director

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

The Stakeholders Relationship Committee met once on January 22, 2024, during the financial year ended March 31, 2024. The details of the same are as mentioned under:

Name of the Director	January 22, 2024
Mr. Prasanna Prabhakar Rege	?
Mr. Ravindra Keshav Paranjpe	?
Mrs. Uttara Adwait Kher	?

During the year under review, the Company has not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

e) Independent Directors meeting

In Compliance with Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors Meeting of the Company was held on January 22, 2024. Independent Directors Meeting considered the performance of NonIndependent Directors and Board as a whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of

information between the Company Management and the Board.

The independent directors present at the meeting held on January 22, 2024, are as follows:

Name of the Directors	Position	Status
Mr. Ravindra Keshav Paranjpe	Chairman	Independent Director
Mrs. Uttara Adwait Kher	Member	Independent Director
Mr. Prasanna Rege	Member	Independent Director

f) Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has framed an appropriate Vigil mechanism policy and further reaffirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Whistle Blower Policy of the Company is also available on the website of the company at the link: https://vscl.in/uploads/pdf/Whistle%20Blower%20Policy.pdf

g) Risk Management Policy

manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h) Annual Evaluation of Directors, Committee and Board

The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance etc. The Board commended the valuable contributions, and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to the evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year.

i) Management Discussion & Analysis

A separate report on Management Discussion & Analysis is appended to this Annual Report as an "ANNEXUREII" and forms part of this Directors'' Report.

21. PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES THEREIN SINCE THE CLOSE OF THE PREVIOUS FINANCIAL YEAR

Mr. Laxmikant Potdar being the Chief financial officer and Mr. Rakshit Jain being the

Company Secretary of the Company belong to the Senior Management along with other senior management personnel of the Company. The changes in the senior management since the close of the previous financial year are as follows:

â¢ Mr. Rakshit Jain resigned from the post of Company Secretary w.e.f. May 27, 2024.

â¢ Mr. Manoj Kumar has been appointed as Company Secretary of the Company w.e.f. May 27, 2024.

â¢ Mr. Susheel Koul has been appointed as CEO of the Company w.e.f. January 22, 2024.

22. CORPORATE SOCIAL RESPONSIBILITY POLICY

Name of the Members	Designation
Mr. Sunil Haripant Pophale	(Chairman & Executive Director)
Mrs. Meena Sunil Pophale	Whole-Time Director
Mr. Uttara Adwait Kher	Independent Director

The Company does not fall under the criteria as specified under the provisions of Section 135(1) of the Act and hence, compliance of CSR provisions was not applicable to the Company for FY 2023-24.

23. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. STATUTORY AUDITOR & AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2024

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Bhalchandra D. Karve & Associates (Firm registration No: 135281W), Chartered Accountants, the Statutory Auditors of the Company have been appointed at the AGM held on September 30, 2019 and they will continue to be the Statutory Auditors of the Company until the conclusion of Annual General Meeting to be held in the Financial Year 2024-25.

The Statutory Audit report does not contain any observations/ qualifications/ disclaimers/ adverse remarks from the auditors for the financial year ended March 31, 2024.

Since M/s. Bhalchandra D. Karve & Associates (Firm registration No: 135281W), Chartered Accountants, retires on the conclusion of the 15th Annual General Meeting to be held for the financial year 2024 and so it is proposed to appoint M/s. S. R. Rahalkar & Associates, Chartered Accountants (Firm Registration No. 108283W) as Statutory Auditors of the Company in the ensuing AGM for the tenure of 5 years.

The requisite resolution in this regard is proposed in the ensuing annual general meeting.

b. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2024

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024, read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED MARCH 31, 2024

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. The Board has appointed M/s Prajot Vaidya & Co., Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The secretarial audit report issued by M/s Prajot Vaidya & Co., Practicing Company Secretaries, in Form MR-3 for the financial year 2023-24, forms part of the Directors Report as "ANNEXUREIII".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

d. INTERNAL AUDITOR

M/s S. R. Rahalkar & Associates, Chartered Accountants (FRN: 108283W) were appointed as the Internal Auditor of the Company for the financial year 2023-24 based on the recommendationof the Audit Committee of the Company.

e. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the

Company is not required to maintain Cost Records under said Rules.

f. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)

There were no incidences of reporting of frauds by Statutory Auditors of the Company underSection 143(12) of the Act read with Companies (Accounts) Rules, 2014.

24. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. areadequately insured by the Company.

25. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which could have an impact onthe going concern status and the Company''s operations in future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

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

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. Internal financial controls were followed by the Company and such internal financialcontrols are adequate and are operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. CORPORATE GOVERNANCE

The corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i), (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of the Securities Exchange Board of India (Listing Obligation and Disclosures Requirement) Regulations, 2015 ("Listing Regulations") is not applicable to the Company. However, the Company consistently strives to ensure that the best corporate governance practices are adopted and followed in its functioning and administration.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

e. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant

to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

h. HUMAN RESOURCES

As on March 31, 2024, there were a total of 75 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

i. PARTICULARS OF REMUNERATION TO EMPLOYEES

Further the Company has no employee who is in receipt of remuneration of INR. 8,50,000/- per month or INR 1,02,00,000/- per annum and hence the Company is not required to give information under sub-rule (2) and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details for the top ten employees of the Company are also mentioned in "ANNEXURE IV" to this report.

j. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "ANNEXUREIV" to this Director''s Report.

26. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT.

27. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There were no instances of one time settlement with any Bank or Financial Institution.

28. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not made any disclosure under clause 5A of paragraph A of Part A of Schedule III of these regulations.

29. ACKNOWLEDGEMENTS AND APPRECIATION

Mr. Rakshit Jain had resigned from the post of Company Secretary w.e.f. May 27, 2024.

After the closure of the Financial year Mr. Manoj Kumar has been appointed as Company Secretary of the Company w.e.f. May 27, 2024

c) Declaration by Independent Directors

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such

Mar 31, 2016

DIRECTORS'' REPORT

The Members,

Vadivarhe Speciality Chemicals Limited

The Directors have pleasure in presenting the 7^th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31^st March, 2016.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company''s performance during the year ended 31^st March, 2016 as compared to the previous financial year, is summarized below:

Particulars	For the financial year ended 31^st March, 2016	For the financial year ended 31^st March, 2015
Income	26,42,51,086	19,13,31,414
Less: Expenses	21,50,15,415	13,86,14,073
Profit/ (Loss) before tax	4,92,35,670	5,27,17,341
Less: Provision for tax	1,04,78,840	3380431
Deferred Tax Expense/(Benefits)	63,14,183	0
MAT Credit entitlement	(1,01,13,148)	(3380431)
Income Tax of earlier years w/off	0	0
Exception Income	0	0
Exception expenditure	0	0
Profit after Tax	4,29,21,488	5,27,17,341
APPROPRIATION	0
Interim Dividend	0	0
Final Dividend	0	0
Tax on distribution of dividend	0	0
Transfer of General Reserve	0	0
Balance carried to Balance sheet	90,81,129	(33840359)

b. OPERATIONS:

This is the Seventh year of operation and your Company has achieved a net sales of Rs.2671.69 lakh and Profit after tax Rs. 539.43 Lakh, as compared to last FY 2014-15 net sales of Rs.1902.74 Lakh and Profit after tax Rs. 527.17 Lakh.

In last Financial Year 2014-15, The Company has accounted unpayable advance received from Enaltec Labs Pvt Ltd as a Loan License Income as per Loan License Agreement. Hence the last year profit was increased as compare to earlier financial years.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS Your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

Company is always taking efforts to increase its productivity and use maximum production capacity to increase its profitability.

b. Sales

Both the Loan License activity and sales of own products have shown growth. Further improvement is expected in the FY 2016-17.

c. Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

d. Future Prospects including constraints affecting due to Government policies

No significant changes in Government policies in API and Intermediates.

c. DIVIDEND:

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

d. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

e. DEPOSITS

f. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm''s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

g. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.

h. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

i. PARTICULARS OF INVESTMENTS, LOANS. GUARANTEES AND SECURITIES:

The Company has not made any loans, guarantees and investments covered under section 186 of the Act during the year under review.

j. DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT, 2013:

The Company has received good orders in FY 2015-2016 and also having orders in hand for FY 2016-17. Hence, the current year''s Turnover and profit has increased in comparison to the earlier financial years.

Company has also switched over its Financial Facility from NKGSB Co-Op Bank to Axis Bank Ltd to reduce Finance Cost. Company has converted its Indian Rupees Term Loan in to Foreign Exchange term Loan with Axis Bank to get the benefits of Lower Interest Rates. By this arrangements, Company has made a major savings in Finance Cost

k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS -

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The changes in Directorship of the Company during the year under review are as stated below:

i. Retirement by rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sujit S Bopardikar, (DIN 05181279) and Mr. Abhijit S Bopardikar, (DIN 02454406) Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their approval.

3. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met thirteen (13) times during the financial year ended 31st March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The details of the same are as mentioned under:-

Sr.

No.

Date of meeting

Names of Directors as on the date of meeting

Directors

Present

Directors

Absent

01/04/2015

l.Sunil Haripant Pophale

2.Meena Sunil Pophale

3.Manasi Sunil Pophale

4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar

6.Aditi Sunil Pophale

7.Vasant Pandit Jagtap

14/04/2015

l.Sunil Haripant Pophale

2.Meena Sunil Pophale

3.Manasi Sunil Pophale

4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6-Aditi Sunil Pophale

7.Vasant Pandit Jagtap

3	18/04/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhjjit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07
4	18/05/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar S.Sujit Shyamsunder Bopardikar 6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07
5	30/06/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar S.Sujit Shyamsunder Bopardikar 6,Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07
6	09/09/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07
7	10/09/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6.Aditi SuniS Pophale 7.Vasant Pandit Jagtap	07
8	28/10/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar S.Sujit Shyamsunder Bopardikar 6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07
9	31/12/2015	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar S.Sujit Shyamsunder Bopardikar	07

		6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap
10	29/01/2016	l.Sunil Haripant Pophale 2,Meena Sunil Pophale 3,Manasi Sunil Pophale 4,Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6,Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07	00
11	23/02/2016	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07	00
12	23/03/2016	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6,Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07	00
13	31/03/2016	l.Sunil Haripant Pophale 2.Meena Sunil Pophale 3.Manasi Sunil Pophale 4.Abhijit Shyamsunder Bopardikar 5.Sujit Shyamsunder Bopardikar 6.Aditi Sunil Pophale 7.Vasant Pandit Jagtap	07	00

b. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has not designed any Risk Management Policy. However, the Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

c. CORPORATE SOCIAL RESPONSIBILITY POLICY:

1. Mr. Sunil Haripant Pophale, Director,

2. Mrs. Meena Sunil Pophale, Director and

3. Mr. Vasant Pandit Jagtap, Director

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee and the Company spent 27,27,137/- towards CSR activities in Financial Year 2015-16. The contents of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility during the year 2015-16 is attached as Annexure III to this Report.

The CSR Policy of the Company is available on the Company''s web-site and can be accessed in the link www.vscl.co.in

Contents of the CSR policy will be made available shortly on our website at www.vscl.net.in . In accordance with Section 135 of the Companies Act, 2013, your Company has formed a Corporate Social Responsibility (CSR) Committee of the Board of Directors which includes Mr. Vasant P Jagtap, Mr. Sunil H Pophale & Mrs. Meena S Pophale.

Mr. Sunil S Pophale is the Chairman of the Committee.

The company has contributed fimds for promotions of education and medical aid to the villagers of Wadivarhe Village and also to the poor peoples, Tribal living in remote area of rural part of Nashik.

The Company has initiated activities in accordance with the said Policy, the details of which have been prescribed in Annexure III

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31^st MARCH 2015:

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31^st March 2016 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S R Rahalkar and Associates, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

b. DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2016, the Board of Directors hereby confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors 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 31^st March, 2016 and of the profit/loss of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

e. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

d. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

e. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT. 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company,

For and on behalf of the Board

Vadivarhe Speciality Chemicals Limited

Director Director

Name: Sunil Haripant Pophale Name: Meena Sunil Pophale

DIN: 00064412 DIN: 00834085

Add: Flat No 15, Lalit Bldg, Wode Add: Flat No.15, 8th Floor, Lalit Building,

House Road. Colaba, Mumbai, 400039 Wodehouse Road, Colaba Mumbai 400005

Date: 30/06/2016

Place: Nashik

Mar 31, 2015

Directors Report

To the Members of

VADIVARHE SPECIALITY CHEMICALS LIMITED

The Directors have pleasure in presenting their 6th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL RESULTS:

Net sales & other income	Year ended 31 March, 2015 Rupees 191331414	Year ended 31 March, 2014 Rupees 139854918
Profit / (loss) before depreciation	67347503	16503344
Less : Depreciation / Amortization	14630162	16519816
Profit / (loss) before Tax	52717341	(16472)
Less : Provision for Taxation	3380431	-
Deferred Tax Expense/(Benefits)	-	-
MAT Credit entitlement Profit / (loss) after Tax	(-3380431) 52717341	(16472)
Less : Depreciation changes as per Schedule II of Companies Act 2013	(219859)
Add: Balance brought forward	(86337841)	(86321369)
Profit / (loss) available for Appropriation	(33840359)	(86337841)
Profit / (loss) carried to Balance Sheet	(33840359)	(86337841)

OPERATIONS:

This is the Sixth year of operation of your Company and has achieved a net sales of Rs. 1902.74 lakh and Profit after tax Rs. 527.17 Lakh, as compared to last year FY 2013-14 net sales Rs. 1378.31 Lakh and Loss after tax Rs. 0.16 Lakh. .

The Company has accounted unplayable advance received from Enacted Labs Pvt Ltd as a Loan License Income as per Loan License Agreement. Hence the current year profit is increased as compare to last financial year.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Production and Profitability

Company is always taking efforts to increase its productivity and use maximum production capacity to increase its profitability.

b. Sales

Both the Loan License activity and sales of own products have shown growth. Further improvement is expected in FY 2015-16.

c. Marketing and Market environment

No significant changes in Market environment in API and Intermediates.

d. Future Prospects including constraints affecting due to Government policies

No significant changes in Government policies in API and Intermediates.

DIVIDEND:

Company has a carried forward losses hence your Directors are unable to declare Dividend for current year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

RESERVE:

Company has a carried forward losses hence does not transfer any amount to Reserve.

BRIEF DESCRIPTION OF THE COMPANYâS WORKING DURING THE YEAR/STATE OF COMPANYâS AFFAIR

Your Company is in the business of Manufacturing Products under Loan License from M/s Enaltec Labs Pvt Ltd. .

It also Manufacturing Products for Sale to various Companies.

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

The Company has accounted unplayable advance received from Enaltec Labs Pvt Ltd as a Loan License Income as per Loan License Agreement. Hence the current year profit has increased in comparison to the last financial year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and material orders passed by any regulatory authority against your Company.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 483.75 Lakh. During the year under review, the Company has not issued any equity shares to the Shareholders.

DEPOSITS:

The Company has not accepted any âdepositsâ within the meaning of Section 73 of the Companies Act, 2013 from the public during the year under review.

NUMBER OF MEETINGS OF THE BOARD:

The Company had 4 Board meetings during the financial year under review.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The detail of the investment made by the company is given in the notes to the financial statements.

_ DECLARATION OF INDEPENDENT DIRECTORS:

- The Independent Directors have submitted declaration of independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6).

The following Non-Executive Directors are Independent in terms Section 149(6) of the Companies Act, 2013:1. Dr. Sujit S Bopardikar

2. Dr. Abhijit S Bopardikar

3. Mr. Vasant P Jagtap

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Though the âCorporate Social Responsibilityâ (CSR) rules are not applicable to the Company as Average Profit of last 3 years is negative, but as a part of its initiatives under âCorporate Social Responsibilityâ (CSR), the company has contributed funds for promotions of education and medical aid to the villagers of Wadivarhe Village. Also distribute the Blankets to the poor peoples, Tribal living in remote area of rural part of Nashik.

The Annual Report on CSR activities is annexed herewith as Annexure III .

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY: â

The Company does not have any Risk Management Policy as the element of risk threatening the Companyâs existence is very minimal.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL - MECHANISM ''

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

SHARES a BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review,

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review, c BONUS SHARES

No Bonus Shares were issued during the year under review, d EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees. ____

- DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b. That they 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 at the end of the financial year and of the profit and loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they had prepared the annual accounts on a going concern basis;

e. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION:

Disclosure of particulars with respect to Absorption of Research and Development, as required

- under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I and forms part of Directorsâ Report.

CONSERVATION OF ENERGY:

Energy conservation continues to receive Managementâs attention. Disclosure of particulars required to be made pursuant to Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is furnished in Annexure I and forms part of the Directorsâ Report.

- TECHNOLOGY ABSORPTION:

Companies products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research and Development activities are directed to achieve the aforesaid goal

1. Efforts in brief, made towards technology absorption, adaptation and innovation:

Efforts were made in developing new products to cater to customerâs requirement, especially exports.

2. Benefit derived as a result of the above efforts:

As a result of sustained efforts, we have for the first time, entered in to prestigious western market. In fact we are also being looked upon as a potentials R&D center for their offshore R&D activity.

3. Imported Technology:

a. Technology imported : n.A.

b. Year of Import _; n a.

c. Has technology been fully absorbed : N.A.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

- Exports during the year were Rs. 150.00 Lakhs as compared to previous year Rs. 150.59 Lakhs. Details of foreign exchange earned are given under âAdditional Informationâ.

INDUSTRIAL RELATIONS:

The Board of Directors wishes to record its appreciation of all employees of the Company for t eir wholehearted efforts and contribution in the growth of the Company during the year. The Company maintained healthy, cordial and harmonious industrial relations at all levels

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Form No MGT-9 and is attached to this Report.

AUDITORâS REPORT:

Comments by Auditors have been dealt with in Notes to the Accounts and do not need further explanation by the Board.

ACCOUNTING STANDARDS COMPLIANCE

The Institute of Chartered Accountants of India (ICAI) had from time to time, in the past, introduced many Accounting Standards for consistent application of accounting principles and transparent disclosures by corporate entities. Now these are prescribed by National Advisory Committee on Accounting Standards, constituted by Central Government. Company has opted for total compliance of all mandatory Accounting Standards, wherever applicable.

COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

Mr. Len F Vaz, an independent director submitted his resignation to the Board on April 01, 2015 due to personal problem. The same was accepted by the Board in its meeting held on April 01, 2015.

Mr. Vasant P Jagtap has appointed as an independent director in place of Mr. Len F Vaz under section 149 of the Companies Act, 2013

Particulars of Employees: Details of Employee drawing remuneration not less than sixty lakh rupees throughout the financial year or for part drawing remuneration not less than five lakh . rupees per month or drawing remuneration in excess of that drawn by MD/WTD/Manger and holds 2% of equity shares himself and/or with spouse and dependent children. - Not Applicable as No employee is drawing remuneration as mentioned in Particulars of Employees.

RELATED PARTY TRANSACTIONS:

During the Financial Year 2014-15, there were no such Related Party Transactions, either as per Companies Act, 2013 or Clause 49 of the Listing Agreement which were required to be approved by the Board of Directors or the Shareholders of the Company. Related Party Transactions are disclosed in Notes to Accounts as well as in Annexure (AOC-2) to the Report.

STATUTORY AUDITORS:

S R Rahalkar and Associates, Chartered Accountants, Nashik, Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible have consented and offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16 Pursuant to Section 141 of the Companies Act, 2013 . You shall ratify the appointment of the auditors in each Annual General Meeting. You are requested to appoint the auditors, and fix their remuneration or request Board of Directors to fix their remuneration.

. ACKNOWLEDGMENTS:

We express our grateful thanks to Government, government agencies and to our banker NKGSB Co¹Op Bank Ltd Nashik Branch for their support and look forward to their continued association with the Company.

On behalf of the Board of Directors

Place: Nashik SUNIL H. POPHALE

Date: 30^th June, 2015 Director

DIN: 00064412

Address: Flat no 15, Lalit Bldg, Wode House Road. Colaba,

Mumbai, 400039

Mar 31, 2014

Directorsâ Report

To the Members of

VADIVARHE SPECIALITY CHEMICALS LIMITED ACCOUNTS

The Directors have pleasure in presenting the Annual Report and audited Accounts for the year ended 31st March 2014.

PERFORMANCE OF THE COMPANY

Net sales & other income	Year ended 31 March, 2014 Rupees 139854918	Year ended 31 March, 2013 Rupees 132105697
Profit / (loss) before depreciation	16503344	. (32406046)
Less : Depreciation / Amortization	16519816	16906284
Profit / (loss) before Tax	(16472)	(49312330)
Less : Provision for Taxation	-	-
Deferred Tax Expense/ (Benefits)	-	-
Profit / (loss) after Tax	(16472)	(49312330)
Add: Balance brought forward	(86231369)	(37009039)
Profit / (loss) available for Appropriation	(86337841)	(86321369)
Profit / (loss) carried to Balance Sheet	(86337841)	(86321369)

RESPONSIBILITY STATEMENT

The Directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

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

d. that they have prepared the annual accounts on a going concern basis.

ACCOUNTING STANDARDS COMPLIANCE

OPERATIONS

This is the Fifth year of operation of your Company and has achieved a net sales of Rs. 1387.30 lakh but Loss after tax Rs.0.16 Lakh, as compared to last year FY 2012-13 net sales Rs. 1316.09 Lakh and Loss after tax Rs.493.12 Lakh.

FIXED DEPOSITS

The Company has not accepted âdepositsâ from the public during the year under review. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to Absorption of Research and Development, as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is furnished in Annexure I and forms part of Directorsâ Report.

CONSERVATION OF ENERGY

Energy conservation continues to receive Managementâs attention. Disclosure of particulars required to be made pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is furnished in Annexure I and forms part of the Directorsâ Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports during the year were Rs. 150.59 Lakhs as compared to previous year Rs.94.96 Lakhs. Details of foreign exchange earned are given under Additional Informationâ.

PERSONNEL

The Board of Directors wishes to record its appreciation of all employees of the Company for their wholehearted efforts and contribution in the growth of the Company during the year.

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended is furnished (Annexure II) at the end of this report.

AUDITORâS REPORT AND AUDITORS

Comments by Auditors have been dealt with in Notes to the Accounts and do not need further explanation by the Board. The Auditors, S R Rahalkar and Associates, Chartered Accountants, Nashik, retire at the conclusion of this General Meeting and are eligible for re-appointment in the sixth Annual General Meeting. You shall ratify the appointment of the auditors in each Annual General Meeting. You are requested to appoint the auditors, and fix their remuneration or request Board of Directors to fix their remuneration.

ACKNOWLEDGMENTS

^our grateful thanks to Government, government agencies and to our banker NKGSB Co-Op Bank Ltd Nashik Branch for their support and look forward to their continued association with the Company.

On belialf of the Board of Directors

Place: Nashik SUNIL H. POPHALE

Date: 1^st July, 2014 Director

DIN: 00064412

Address: Flat no 15, Lalit Bldg,

Wode House Road. Colaba,

Mumbai, 400039

Mar 31, 2013

Directorsâ Report

To the Members of

VADIVARHE SPECIALITY CHEMICALS LIMITED ACCOUNTS

The Directors have pleasure in presenting the Annual Report and audited Accounts for the year ended 31st March 2013.

PERFORMANCE OF THE COMPANY

Net sales & other income	Year ended 31 March, 2013 Rupees 132105697	Year ended 31 March, 2012 Rupees 109895999
Profit / (loss) before depreciation	(32406046)	(12742014)
Less : Depreciation / Amortization	16906284	10517088
Profit / (loss) before Tax	(49312330)	(23259102)
Less : Provision for Taxation	.
Deferred Tax Expense/(Benefits)	_
Profit / (loss) after Tax	(49312330)	(23259102)
Add: Balance brought forward	(37009039)	(13749937)
Profit / (loss) available for Appropriation	(86321369)	(37009039)
Profit / (loss) carried to Balance Sheet	(86321369)	(37009039)

RESPONSIBILITY STATEMENT

The Directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other

d. that they have prepared the annual accounts on a going concern basis.

ACCOUNTING STANDARDS COMPLIANCE

The Institute of Chartered Accountants of India (ICAI) had from time to time, in the past introduced many Accounting Standards for consistent application of accounting principles and transparent disclosures by corporate entities. Now these are prescribed by National Advisory Committee on Accounting Standards, constituted by Central Government. Company has opted for total compliance of all mandatory Accounting Standards, wherever applicable.

Operations

This is the Fourth year of operation of your Company and has achieved a net sales of '' 1316.09 lakh but Loss after tax Rs.493.12 Lakh, as compared to last year FY 2011-12 net sales Rs. 1095.50 Lakh and Loss after tax Rs.232.59 Lakh

FIXED DEPOSITS

The Company has not accepted âdepositsâ from the public during the year under review. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to Absorption of Research and Development, as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars m the Report of Board of Directors) Rules, 1988 is furnished in Annexure I and forms part of Directorsâ Report.

CONSERVATION OF ENERGY

Energy conservation continues to receive Managementâs attention. Disclosure of particulars required to be made pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 is furnished in Annexure I and forms part of the Directorsâ Report. â â

FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports during the year were Rs. 94.96 Lakhs as compared to previous year Rs.64.46 Lakhs. Details of foreign exchange earned are given under âAdditional Informationâ.

PERSONNEL

The Board of Directors wishes to record its appreciation of all employees of the Company for their wholehearted efforts and contribution in the growth of the Company during the year.

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975, as amended is furnished (Annexure II) at the end of this report. â

AUDITORâS REPORT AND AUDITORS

Comments by Auditors have been dealt with in Notes to the Accounts (Schedule 19 - Note) and do not need further explanation by the Board. The Auditors, S R Rahalkar and Associates Chartered Accountants, Nashik, retire at the conclusion of this General Meeting and are eligible for reappointment. You are requested to appoint the auditors, and fix their remuneration or request Board of Directors to fix their remuneration.

ACKNOWLEDGMENTS

We express our grateful thanks to Government agencies and to our banker NKGSB Co-Op Bank Ltd Nashik Branch for their support and look forward to their continued association with the Company.

On behalf of the Board of Directors

Place : Nashik SUNIL H POPHALE

Date: 31st August, 2013 _Director

Mar 31, 2012

Directorsâ Report

To the Members of

VADIVARHE SPECIALITY CHEMICALS LIMITED ACCOUNTS

The Directors have pleasure in presenting the Annual Report and audited Accounts for the year ended 31st March 2012.

PERFORMANCE OF THE COMPANY

Net sales & other income	Year ended 31 March, 2012 Rupees 109895999	Year ended 31 March, 2011 Rupees 61232326
Profit / (loss) before depreciation	(12742014)	(6932711)
Less : Depreciation / Amortization	10517088	7688887
Profit / (loss) before Tax	(23259102)	(14621598)
Less : Provision for Taxation	-	-
Deferred Tax Expense/(Benefits)	-	(26101)
Profit / (loss) after Tax	(23259102)	(14595497)
Add: Balance brought forward	(13749937)	845560
Profit / (loss) available for Appropriation	(37009039)	(13749937)
Profit / (loss) carried to Balance Sheet	(37009039)	(13749937)

RESPONSIBILITY STATEMENT

The Directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

d. that they have prepared the annual accounts on a going concern basis.

ACCOUNTING STANDARDS COMPLIANCE

The Institute of Chartered Accountants of India (ICAI) had from time to time, in the past, introduced many Accounting Standards for consistent application of accounting principles and transparent disclosures by corporate entities. Now these are prescribed by Advisory Committee on Accounting Standards, constituted by Central Government. Company has opted for total compliance of all mandatory Accounting Standards, wherever applicable.

OPERATIONS

This is the Third year of operation of your Company and has achieved a net sales of Rs. 1095.50 lakh but Loss after tax Rs.232.59 Lakh, as compared to last year FY 2010-11 net sales Rs.606.13 Lakh and Loss after tax Rs. 145.95 Lakh.

FIXED DEPOSITS

The Company has not accepted âdepositsâ from the public during the year under review. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

CONSERVATION OF ENERGY

FOREIGN EXCHANGE EARNINGS AND OUTGO

Exports during the year were Rs. 63.19 Lakhs as compared to previous year Rs. 119 Lakhs. Details of foreign exchange earned are given under âAdditional Informationâ.

PERSONNEL

The Board of Directors wishes to record its appreciation of all employees of the Company for their wholehearted efforts and contribution in the growth of the Company during the year.

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended is furnished (Annexure II) at the end of this report.

AUDITORâS REPORT AND AUDITORS

Comments by Auditors have been dealt with in Notes to the Accounts (Schedule 19 - Note) and do not need further explanation by the Board. The Auditors, S R Rahalkar and Associates, Chartered Accountants, Nashik, retire at the conclusion of this General Meeting and are eligible for reappointment. You are requested to appoint the auditors, and fix their remuneration or request Board of Directors to fix their remuneration.

ACKNOWLEDGMENTS

We express our grateful thanks to Government, government agencies and to our banker NKGSB Co-Op Bank Ltd Nashik Branch for their support and look forward to their continued association with the Company.

On behalf of the Board of Directors

Place : Nashik SUNIL H.POPHALE

Date. 31^st August, 2012 Director

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