Equity Analysis

To

The Members,

Adarsh Plant Protect Limited,

Your Directors have pleasure in presenting 31^th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March 2023.

The Summary of the financial performance of the Company for the year ended 31^st March, 2023 compared to the previous year is as below:

(Rs. in Lakhs)

Your Company's turnover for the year is Rs. 1720.29 Lakhs as against Rs. 1711.51 Lakhs in the preceding year. Profit for the year stands at Rs. 13.87 Lakhs compared to previous year's Rs. 10.39 Lakhs. Your Company is continuously thriving to achieve targets set by the management.

In view of the comparatively less profit for the year ended 31st March, 2023 and accumulated losses, the Board of Directors has not recommended any dividend for this year.

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the Statement of Profit & Loss.

The paid up Equity Share Capital as on March 31, 2023 was Rs. 991.15 Lakhs comprising 9911500 equity shares of Rs.10/- each. During the year under review, the Company has not issued shares with differential voting rights, granted stock options and Sweat Equity.The Company has not bought back any of its securities during the financial period under review.

There has been no change in the nature of business of the Company.

Mr. Naishadkumar N. Patel will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

We wish to inform with profound grief that your Company's Independent Director Late Mr. Lalji B. Darji (DIN: 00229677) has been expired on 22nd January, 2023

Pursuant to the approval of shareholders at Extra Ordinary General Meeting of the Company held on 01st April, 2023 Mr. Bipinkumar Sureshbhai Thakkar (DIN: 10044474) & Mr. Vipul Harshadbhai Raval (DIN: 10044523) were appointed as Non-executive Independent Directors of the Company for the term of 5 years.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

The annual evaluation of all Directors, Board as whole and committees was conducted based on the criteria and framework set by the Board.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters and familiarization programs attended by Independent Directors are put up on the website of the Company.

The Board met four times during the financial year 2022-2023 on 18th May, 2022, 10th August, 2022, 12th November, 2022 and 13th February, 2023. Directors attending the meeting actively participated in the deliberations at these meetings. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. More details of the Board meetings have been provided in the ‘Report on Corporate Governance'.

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board in place,

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Share Allotment and Transfer Committee

The details with respect to the composition, powers, roles, terms of reference, etc. of these Committees are given in the ‘Report on Corporate Governance' of the Company which forms part of this Annual Report.

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

(a) In the preparation of the annual accounts for the year ended on 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors 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) The Directors had taken proper and sufficient care 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 Directors had prepared the Annual Accounts on a going concern basis; and

(e) The Directors, as in the case of a Listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, a separate section on Corporate Governance together with a certificate from the practicing Company Secretary confirming compliance is set out in the Annexure forming part of this report along with Management Discussion and Analysis Report forms part of this Report.

Your Company has formulated Code of Conduct for its Directors, Senior Management and the Employees of the Company. All the Directors, Senior Management and the Employees have complied with this Code for the Financial Year 2022-23. A declaration for compliance with this Code of Conduct has been given by Managing Director of the Company and such declaration forms part of this report.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Rajani Shah & Co, Chartered Accountants, Anand (ICAI Firm Registration No. 121126W) the Statutory Auditors of the Company have been appointed for a term of 5 years from conclusion of 28^th Annual general meeting till the conclusion of 33^rd Annual general Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified under Section 141 of the Companies Act, 2013 and the Rules framed there under, for being appointed as Auditors of the Company. As required under Regulation 33(1 )(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India to hold the office as Auditors of the Company.

The remarks/ comments referred to in the Auditors' Report for FY 2022-23 are self-explanatory and do not call for any clarifications or comments by the Board of Directors.

According to the provision of Section 204 of the Companies Act, 2013 and Regulation 24A of Securities and Exchange Board of India (LODR) Regulations 2015, the Board has appointed Mr. D. G. Bhimani, Practicing Company Secretary for Secretarial Audit for the Financial Year 2022-23.

The Secretarial Audit Report is annexed herewith as Annexure-1.

All the properties of the Company have been insured properly and the Company has taken necessary general insurance.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2023 is available on the Company's website i.e. www.adarshplant.com

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

There have been no material changes and commitments, affecting the financial position of the Company during the last financial year.

Company has not accepted any deposits under the meaning of Section 73 of the Companies Act, 2013 and rules made there under.

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

The particulars as prescribed in section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014, are enclosed herewith as Annexure - 2.

The policy of the Company on Directors' and KMPs' appointment and remuneration, including criteria for determining qualifications, independence of Director and other matters provided under Section 178 sub-section 3 of the Companies Act- 2013 and the same can be found on website of the Company www.adarsholant.com.

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 your Company has established a vigil mechanism to be known as the ‘Whistle Blower Policy' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Vigil Mechanism Policy has been uploaded on the website of the company www.adarsholant.com.

There have been no cases of frauds reported to the Audit Committee/Board during the year 2022-23 under review.

The Board of Directors has put Risk Management framework to eliminate or sustain various risks like competition, severe price rise of raw materials, different policies of Government etc. Your Board of Directors review Risk Management framework from time to time.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. Board of Directors and all the designated persons have complied with the Code.

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 arm's length transactions under third proviso thereto has been disclosed in Form No. AOC -2 and is annexed herewith as Annexure - 3.

There is no information to be provided pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, shall be provided to the requesting member on request by member of the Company as prescribed in second proviso of Rule 5 of Companies (Appointment and Remuneration) Rules, 2014.

Salary is not paid to the Managing Director and increase / decrease in salary for KMPs forms part of this report

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. Your Company has adopted policy for the same. Internal Audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

The Company has complied with the applicable Secretarial Standards as issued by the Institute of Company Secretaries of India.

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and date of this report.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed there under.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

There have been no complaints received during the year.

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status and Company's Operation in the future.

Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities, Customers, Vendors, Advisers, Auditors and Members during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.