Director's Report

Financial results of your Company for the year ended 31^st March, 2024 are summarized below.

( in lakhs)

The Board of Directors do not recommend any dividend on Equity Share Capital for the year under review with a view to conserve resources and to plough back the profits for the Financial Year ended 31st March, 2024 and to strengthen the net working capital.

During the financial year 2023-2024 our company has no change in the capital structure of the company.

The operating income during the financial year ended 31st March, 2024 stood at Rs. 9,767.91/- Lakhs as against the total operating income of Rs. 7,541.07 Lakhs in the previous financial year ended 31st March, 2023. During the year the Company has earned a net profit of Rs. 66.61 Lakhs as compared to the net profit of Rs. 1.65 Lakhs in the previous year.

Industry Overview for the Company

Agriculture

Agriculture remains a critical sector in India, contributing significantly to the country's economy and providing livelihoods to a substantial portion of the population. The financial year 2023-24 has seen several notable developments in the agricultural sector, reflecting both challenges and opportunities.

1. Agricultural Growth and Contribution to GDP: In the financial year 2023-24, the agriculture sector continued to play a pivotal role in the Indian economy, contributing approximately 17-18% to the Gross Domestic Product (GDP). Despite facing various challenges, the sector has shown resilience, driven by government initiatives, technological advancements, and favorable monsoon conditions in several regions.

2. Crop Production: The overall food grain production for the year 2023-24 is estimated to have reached 329 million metric tons, marking a marginal increase over the previous year's output. The production of rice and wheat, the two staple crops, has remained stable, with rice production estimated at around 130 million metric tons and wheat at 112 million metric tons. However, fluctuations in rainfall and uneven distribution in certain regions have affected the production of pulses and coarse cereals.

3. Technological Advancements and Modernization: The adoption of technology in agriculture has continued to grow, with an increasing number of farmers utilizing digital platforms for accessing real-time information on weather, market prices, and best practices. The use of precision farming techniques, drone-based monitoring, and AI-driven advisory services has helped improve crop yields and reduce input costs.

4. Government Initiatives: The government has continued to support the agricultural sector through various schemes and policies. The Pradhan Mantri Kisan Samman Nidhi (PM-KISAN) scheme, which provides income support to farmers, has been instrumental in ensuring financial stability for small and marginal farmers. Additionally, the introduction of the Agriculture Infrastructure Fund and the continued focus on promoting sustainable farming practices have been key drivers of growth in the sector.

5. Challenges and Concerns: Despite the positive developments, the agricultural sector in India still faces significant challenges. Erratic monsoon patterns, climate change, and water scarcity in certain regions have impacted crop yields. The rising cost of inputs, such as fertilizers and seeds, has also put pressure on farmers' incomes. Moreover, issues related to market access and the availability of adequate storage and processing facilities continue to pose challenges for farmers.

6. Export Performance: Agricultural exports have shown promising growth in 2023-24, with India maintaining its position as a leading exporter of rice, spices, and other agri-products. The total agricultural exports for the year are estimated to have crossed USD 55 billion, reflecting a strong demand for Indian agricultural products in global markets.

7. Future Outlook: Looking ahead, the focus on promoting sustainable and climate-resilient agriculture will be crucial in ensuring the long-term viability of the sector. Continued investment in technology, infrastructure, and capacity building for farmers will be key to unlocking the full potential of Indian agriculture. The financial year 2023-24 has laid a solid foundation, but addressing the existing challenges will require concerted efforts from both the public and private sectors.

In conclusion, the agricultural sector in India during the financial year 2023-24 has shown resilience and growth, despite facing several challenges. With ongoing government support and increasing adoption of modern practices, the s ector is poised to continue c ontributing significantly to the country's economy and food security.

Chemical

The chemicals sector in India has shown resilient growth during the financial year 2023-24, contributing around 7-8% to the nation's GDP. The industry, valued at approximately USD 300 billion, has benefited from rising domestic demand and robust export performance, with exports crossing USD 50 billion. Specialty chemicals have seen significant growth, driven by increased demand in pharmaceuticals, agriculture, and textiles.

Mentha Oils:

Production: India remains the largest producer of Mentha oil, accounting for nearly 80% of global output. The financial year 2023-24 saw stable production levels, supported by favorable weather conditions.

Price Trends: Mentha oil prices have fluctuated due to varying demand from pharmaceuticals and personal care sectors but remained overall stable.

Export Performance: India maintained strong export volumes to key markets like the U.S., Europe, and Southeast Asia, solidifying its position in the global Mentha oil market.

Challenges: The industry faces challenges such as price volatility and the need for advanced processing technologies to improve oil quality and yield.

Critical Drug Intermediates and Active Pharmaceutical Ingredients (API):

Strategic Importance: Critical drug intermediates and APIs are vital for India's pharmaceutical sector, which is one of the largest in the world. The financial year 2023-24 underscored the importance of self-reliance in API production, particularly in light of global supply chain disruptions.

Government Support: The government has launched v arious initiatives, including the Production Linked Incentive (PLI) scheme, to boost domestic manufacturing of APIs and reduce dependency on imports, especially from China.

Production and Growth: There has been a significant increase in the domestic production of APIs, with key focus areas including antibiotics, cardiovascular drugs, and anti-inflammatory agents.

Export Performance: India’s API exports have remained strong, catering to major pharmaceutical markets globally. The sector is seeing increased investment in advanced manufacturing technologies to enhance production efficiency and product quality. Challenges: The industry continues to face challenges such as high production costs and the need for stringent regulatory compliance. Additionally, environmental concerns related to API manufacturing remain a critical area of focus.

The outlook for both Mentha oils and APIs is positive, driven by robust demand, government support, and India’s growing capabilities in high-value chemical production. These segments are expected to continue contributing significantly to the overall growth of the chemicals sector in the coming years.

During the year, the Registered Office of the Company shifted from Fourth Floor, C-67, DDA Sheds, Okhla Phase-1, Okhla industrial area, New Delhi 110020 To DTJ-114, DLF Tower B, Jasola New Delhi 110025.

The Company is in violation of Section 73 to 76 of the Companies Act, 2013 read together with the Companies (Acceptances of Deposits) Rules, 2014 as it has taken advances from customers amounting to Rs. 234.64 lacs having outstanding balances of more than 365 days. In terms of Rule 2(1) (xii)(a) such advances are liable to be treated as deposits reads together with section 73 of the Companies Act, 2013 hence the Company is in violation of the same.

The Audit Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the Company. All the recommendations made by the Audit Committee were accepted by the Board. The Committee duly met four times during the year and was attended by all the Committee Members. The details of the Audit Committee have outlined in the Corporate Governance Report, which forms part of this Report.

The Nomination and remuneration Committee comprises Mr. Sachin Rastogi Director of the Company, Mr. Gopal Krishan Sharma & Mr. Prashant Rastogi Independent Directors of the Company. The Committee duly met two times during the year and attended by all the Committee Members. The salient features covered in the Remuneration Policy have outlined in the Corporate Governance Report, which forms part of this Report.

10. DIRECTOR’S & KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013, Mr. Pravin Rastogi, Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Change in Directors and Key Managerial Personnel

There was no change in composition of Directors or Key Managerial Personnel during the financial year 2023-2024.

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

The Company has received necessary declarations from Mr. Vivek Kumar Mathur, Mr. Gopal Krishan Sharma and Mr. Prashant Rastogi, Independent Directors of the Company, under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

12. EVALUATION OF BOARD PERFORMANCE

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and LODR, the Board of Director on recommendation of Nominations & Remuneration Committee have evaluated the effectiveness of the Board/Director(s) for financial year 2023-24.

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring the names of top ten employees in terms of remuneration drawn and the name of every employee, who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and Twenty lakh rupees is set out in Annexure I to this Report and is available on the website of the Company.

The details about the employees are marked as Annexure-I.

14. NUMBER OF MEETINGS OF THE BOARD

The board met 8 times during the year. The Board meetings details of the Company are set out in the Corporate Governance Report, which forms part of this Report. The Maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

15. SECRETARIAL STANDARDS

The company complies with all the applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors 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 as at 31^st March, 2024 and of the profit of the Company for the financial year ended 31^st March, 2024;

(c) the Directors have 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) the Directors have prepared the annual accounts on a ‘going concern’ basis;

(e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

17. AUDITORS AND AUDITORS’ REPORT Auditor

M/s PMAS & Associates LLP, Chartered Accountants, having Firm Registration No. 024726N, is appointed as the Statutory Auditors of the Company, to hold office from the conclusion of 38^th Annual General Meeting till the conclusion of the 43^rd Annual General Meeting of the Company i.e. from the Financial year 01/04/2022 to 31/03/2027 who have given their eligibility certificates u/s 141 of the Companies Act, 2013. The committee took note that the Companies Act, 2013 has exempted the requirements of ratification of appointment of auditors on an annual basis at the AGM.

Internal Auditor

Re-appointment of M/s AMGK & Associates, Chartered Accountant, as an Internal Auditors of the Company for the year ended 31st March, 2025, to review various operations of the company.

18. RELATED PARTY TRANSACTIONS

The details of the related party transactions as required under Accounting Standard 18 are set out in Note 2.10 to the financial statements forming part of this Annual Report. The particulars of every contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain on arm length transactions under third proviso thereto are annexed in form AOC-2 under Annexure II. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website.

19. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules made there under, the Company has appointed M/s Laur & Associate, Company Secretaries to undertake the Secretarial Audit of the Company. The Company has annexed to this Board Report as Annexure III, a Secretarial Audit Report given by the Secretarial Auditor

20. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

The Company is in violation of Section 185 of the Companies Act, 2013 as it has provided corporate guarantee along with property to Canara Bank on behalf of Natural Herbal & Seeds to the tune of Rs.10.60 Crore to obtain the credit facilities by the sister concern. The Said firm for which corporate guarantee and property is given is under stress, however since account is not classified as NPA, no provision for contingent liability is booked. In addition to the guarantee, the company has provided two properties registered in its name as collateral security to the Canara bank on behalf of Natural Herbal & Seeds.

Details of loan and advances, guarantee and investments have been given in the Note no. 14 & 16 of balance sheet note to accounts.

21. VIGIL MECHANISM

The Board of Directors of the Company have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. The Company, through this policy envisages encouraging the Directors and Employees of the Company to report to the appropriate authorities any unethical behaviour, improper, illegal or questionable acts, deeds, actual or suspected frauds or violation of the Company’s Code of Conduct for Directors and Senior Management Personnel. The Policy on Vigil Mechanism / Whistle blower policy may be accessed on the Company’s website.

22. RISK MANAGEMENT POLICY

Risk Management policy is formulated in compliance with Regulation 21 of the SEBI (listing obligation and disclosure requirement) regulation 2015 and section 134 (3) (n) of the companies act 2013, which requires the company to lay down procedure for risk assessment and risk minimization. The board of directors, Audit committee and the senior management of the company should periodically review the policy and monitor its implementation to ensure the optimization of business performance, to promote the confidence amongst stakeholders in the process, plan and meet strategic objectives and evaluate, tackle and resolve various risks associated with the company. The business of the company is exposed to various risks, arising out of internal and external factors i.e. industry, competition, input, geography, financial, regulatory, other operational, information technology related other risks.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as under:

The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants, offices of the Company and special efforts are being made on undertaking specific energy conservation projects, and Initiatives on technological changes with an emphasis on customer orientation has been sharpened. The Company is putting continuous efforts in acquisition, development, assimilation, and utilization of technological knowledge.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

( in lakhs)

24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by any of the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

26. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000.

The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31^st March 2024, 100% of the Company’s Share Capital is in dematerialized form.

The Company’s shares are regularly traded on Emerge-the SME Growth Platform of National Stock Exchange.

27.CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the LODR, the Corporate Governance report together with a certificate issued from Laur & Associates, Company Secretaries on its compliance is made part of the Annual Report.

28.CAUTIONARY STATEMENT

Statement in the management’s discussions and analysis describing the Company’s projections, estimates, expectations or predictions may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand-supply conditions, changes in government regulations, tax regimes and economic developments within the country and abroad and such other factors.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY

AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

30. DETAILS OF DIFFERNCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT

AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

31.ACKNOWLEDGEMENT

The Directors of the Company are grateful to all the stakeholders including the customers, bankers, suppliers and employees of the Company for their co-operation and assistance.