To,

THE MEMBERS OF

GUJCHEM DISTILLERS INDIA LIMITED

Your Directors have pleasure in presenting Eighty Third Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on March 31,2022.

FINANCIAL PERFORMANCE

The summarized financial performance of the Company is summarized below;

(Rs In Lakhs)

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, form part of the Annual Report and Accounts.

HIGHLIGHTS OFTHE FINANCIAL SUMMARY:

The total revenue of the Company for the year ended on March 31,2022 stood atRs 143.03 lacs. The Company incurred profit after tax of Rs 39.21 lacs for the year ended on March 31,2022 as compared to profit ofRs 9.19 lacs in previous year.

DIVIDEND

In order to conserve the resources for the future, the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31,2022.

CHANGE OF REGISTERED OFFICE:

During the year under review, there was no change in address of Registered office of the Company. However, after the end of financial year ended on March 31,2022, the Board of Directors of the Company in their meeting held on May 23, 2022 has decided to shift the Registered Office within the local limits of the city. Therefore, Registered office of the Company has been shifted from Office No. 6, 2.4 Floor National Chambers, Near City Gold, Ashram Road, Ahmedabad-380009, Gujarat to 307, Third Floor, Ashirwad Paras-1, Kanti Bharwad PMT, Opposite Andaz Party Plot, Makarba, Anmedabad-380051, Gujarat.

CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business of the Company. However, the Company has amended its main object clause of Memorandum of Association (MOA) and added objects related to information technology in order to commence its business activities by providing technological services related to that through Postal Ballot resolution which shall be deemed to have been passed on the last day of e-voting dated March 16,2022.

PUBLIC 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 period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

STATE OF THE COMPANY'S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-B" and is attached to the report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

However, the Company has incorporated Wholly-Owned Subsidiary Company namely Sera Code Private Limited on July 28, 2022 i.e. after the financials year 2021-22 therefore consolidation of accounts and a statement containing the salient features of financial statement of our subsidiary in form AOC-1 is a not require to attach this report.

BOARD OF DIRECTORS:

(a) Composition of Board

(b) Inductions and Cessation during the year:

There were following inductions and Cessations made by the board of directors during the year under review:

• Mr. Pranav Bharatkumar Chalishajar has been appointed as Chief Financial Officer of the Company with effect fromJune 30, 2021.

• Mrs. Sangeeta Amit Khyani has been appointed as Company Secretary and Compliance Officer of the Company with effect from April 26, 2021.

• Mr. Sagar Samir Shah has resigned from the position of Chief Financial Officer of the Company with effect from June 30, 2021.

Further, the following inductions and Cessation made by the board of directors after the end of Financial year ended on March 2022:

• Mrs. Rajasvee Sagar Shah (DIN: 08265565) has resigned from the position of Managing Director of the Company with effect from May

02,2022.

• Mr. Samir RohitkumarShah (DIN: 05214387) has been appointed as Additional Director under the Category of the Managing Director of the Company with effect from May 02, 2022 and resigned from the position of Managing Director of the Company with effect from June 18, 2022.

• Mr. Sagar Samir Shah (DIN: 03082957) has been designated as Chairman of the Company with effect from May 02, 2022.

• Mr. Sharad Agarwal (DIN: 03203965) has been appointed as Additional Director under the Category of the Whole-Time Director (W.T.D.) and Chief Executive Officer (C.E.O.) of the Company with effect from June 18, 2022.

• Mrs. Barkha Balkrushnan Deshmukh (DIN: 08562935) has been appointed as an Additional Director under the Category of the Independent Director of the Company with effect from June 18, 2022.

• Mr. Manish Indravadan Mehta (DIN: 08516146) has resigned from the position of Independent Director of the Company with effect from June 18, 2022.

(c) Retirement by rotation:

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Rajasvee Sagar Shah(DIN: 08265565) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend her reappointment.

(d) Declaration of Independence

Mr. Rameshbhai Chimanlal Dathia(DIN: 07767388) and Mrs. Manishkumar Indravan Mehta (DIN:08516146) were Independent Directors the Company during the financial year ended on March 31, 2022 and Mrs. Barkha Balkrushnan Deshmukh has been appointed as an Independent Director of the Company with effect from June 18,2022 and the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1 )(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

(e) Evaluation of Board's Performance

Pursuant to provisions of the Companies Act and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any nonindependent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

(f) Profile of Directors Seeking Appointment / Reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening SS^Annual General Meeting.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year 2021-22, the Board of Directors met Five (5) times on April 26, 2021, June 30, 2021, August 10, 2021, October 30, 2021 and January 25, 2022 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are the key Managerial Personnel of the company:

1. Mrs. Rajasvee Sagar Shah, Managing Director (till May 02,2022)

2. Mr. Samir Rohitkumar Shah, Managing Director (till June 18, 2022)

3. Mr. Sharad Agarwal, Whole-Time Director (W.T.D.) and Chief Executive Officer (C.E.O.) (with effect from July 01,2022)

4. Mr. Pranav Bharatkumar Chalishajar, Chief Financial Officer

5. Mrs. Sangeet Amit Khyani, Company Secretary & Compliance Officer.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on June 30, 2021 and January 25, 2022to discuss the performance evaluation of the Board, Committees, Chairman and the individual Directors.

The Independent Directors reviewed the performance of the non-independent Directors and Board as whole. The performance of the Chairman taking into account the views of executive Directors and Non-Executive Directors and assessed the quality, quantity and timeline of flow of information between company management and Board.

STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31,2022 and of the profit and loss of the company for that period;

(iii) The directors 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;

(iv) The directors had prepared the annual accounts on a going concern basis; and

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

AUDITORS:

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

(a) STATUTORY AUDITORS:

The present Auditors of the Company are M/s. S. N. Shah& Associates, Chartered Accountants, having registration number FRN No. 109782Wwere appointed as Statutory Auditors of the Company to hold office from the conclusion of 80^,hAnnual General Meeting (AGM) till the conclusion of the 84^th Annual General Meeting of the Company to be held in the year 2024.

In accordance with the Companies Amendment Act, 2017, enforced on May 0,2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

(b) AUDIT REPORT:

During the year 2021-22, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors' of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Further, we would like to inform you that Auditors have emphasized following matter in their Audit Report:

We draw attention to the fact that the Company has closed its manufacturing operations and sold/disposed off land, plant & machinery and other fixed assets in earlier years and since then not resumed the manufacturing activities. These events or conditions, along with other matters as set forth in Notes to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Response of the Board:

Your Board would like to inform you that the Management is exploring various business opportunities to commence new business and the Company has added new objects to the main object of the Memorandum of Association (MOA) related to Trading and Information Technology, through postal ballot.

The Company has its assets in liquid form and therefore, the Board of the Company does not see any serious doubt on the Company's ability to continue as a going concern.

It is to be noted that Audit Report given by the Auditor is not qualified.

During the year under review, the Auditors have not reported any matter under Section 143 (12)of the Act and therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

(c) COST AUDITOR:

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

(d) INTERNAL AUDITOR:

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Amit Uttamchandani, Proprietor of M/s. Amit Uttamchandani& Associates, as an Internal Auditor of the Company for the financial year 2021-22.

(e) SECRETARIAL AUDITOR

Pursuant to Section 204of the Companies Act, 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has AppointedMr. DeveshKhandelwal, proprietor of M/s. Khandelwal Devesh & Associates, Practising Company Secretaries having Membership No. 6897 and Certificate of Practice No. 4202 as the Secretarial Auditor ofyour Company to conduct Secretarial Audit for theFinancial Year 2021-22.

(f) SECRETARIAL AUDIT REPORT:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. Devesh Khandelwal, proprietor of M/s. Khandelwal Devesh & Associates, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Period ended on 31^st March, 2021 .Secretarial Audit Report issued by M/s. Khandelwal Devesh & Associates, Practicing Company Secretaries for the year ended on March 31,2022. Secretarial Audit Report issued by M/s. Khandelwal Devesh & Associates, Practising Company Secretaries in Form MR-3 attached and marked as Annexure"A"for the period under review, forms part of this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under.

The said report contains observation or qualification which is mentioned as below:

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Mrs. Sangeeta Amit Khyani has been appointed as Whole Time Company Secretary and Compliance Officer of the company with effect from April 26,2021.

INCREASE IN AUTHORISED SHARE CAPITAL

The Authorized share capital of the Company is Rs 10,00,00,000 consisting of 96,00,000 Equity Shares ofRs 10 each, 11 % Cumulative Redeemable Preference Shares of Rs 100 each - First Issue, 11 % Cumulative Redeemable Preference Shares of ?100 each - Second Issue and Unclassified Shares of ?10 each.

There was no change in the Authorised Share Capital of the Company during the year under review. However, after the end of financial year ended on March 31,2022, the Company has made Sub-Division of face value of Equity Shares from Rs 10/- each to Rs 1/- each with effect from May 27, 2022. Therefore, due to sub-division of face value of equity share capital, the Authorised Equity Share Capital has been changed from 96,00,000 Equity Shares ofRs 10 each amounting toRs 9,60,00,000 to 96,00,000 Equity Shares of Re. 1/- each amounting toRs 96,00,000. There was no change in Preference Share Capital of the Company.

INCREASE INISSUED, SUBSCRIBED& PAID-UP SHARE CAPITAL

The Issued, Subscribed and paid Up Capital of theCompanyis 16,18,850 consisting of 161885 equity Shares ofRs 10 each as on 31.03.2022

SUB-DIVISION/SPLIT OF SHARES:

The Company has made Sub-Division of face value of Equity Shares from Rs 10/- each to Rs 1/- each with effect from May 27, 2022. The Capital Structure after the sub-division is as under

POSTAL BALLOT

During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company passed the following resolution through postal ballot as per the details below:

Date of Postal ballot Notice: January 25,2022 Date of declaration of result: March 17, 2022

Voting period: Tuesday, February 15, 2022 to Wednesday, March 16, 2022 Date of approval: Wednesday, March 16, 2022

LISTING

The Equity Shares of the Company are continued to be listed and actively traded on the Bombay Stock Exchange Limited (BSE). The Company has paid listing fees for the Financial Year 2021-22 to the Stock Exchanges (BSE).

DEMATERIALIZATION OF SHARES:

As on March 31,2022, there were 1,11,604 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 68.94% of the total issued, subscribed and paid-up capital of the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy : Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION

i. the efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or importSubstitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereofiN.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING &OUTGO:

i. Foreign Exchange Earning :NIL

ii. Foreign Exchange Outgo :NIL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not granted any loans to or provided any guarantees or securities under Section 186 of theCompanies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not entered and executed any related party transactions during the year under review as per the provisions of Section 188 of the Act and Rules made thereunder read with Regulation 23 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Your directors draw attention of the members to notes to the financial statements which inter-alia set out related party disclosures. The Policy on materiality of related parties' transactions and dealing with related parties as approved by the Board may be accessed on your Company's website at www.gujchemdistillers.in

ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013and Rule 12 of theCompanies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company at www.gujchemdistillers.in.

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.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

(a) AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

> The details of composition of Audit Committee are as follows:

The Committee was reconstituted on June 18,2022 due to changes in the Board of directors of the Company as below:

*Mr. Manish Mehta ceased to be Chairperson and Member of this committee with effect from June 18, 2022.

**Mrs, Barkha Deshmukh was inducted as Chairperson of this committee with effect from June 18,2022.

#Mrs. Rajasvee Shah ceased to be Member of this committee with effect from June 18, 2022.

##Mr. Sagar Shah inducted as Member of this committee with effect from June 18, 2022.

Presence of Chairman of the Audit Committee:

Mr. Manish Mehta, Chairman of the Audit Committee was present in the Annual General Meeting held on September 29, 2021 during the Financial Year 2021-22.

Recommendations by the Audit Committee:

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

The broad terms of reference of the Audit Committee are as under:

• Reviewing of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Recommending the appointment, remuneration and terms of appointment of external Auditor.

• Review and monitor the auditor's independence and performance and effectiveness of audit process.

• Approval or any subsequent modification of transactions of the company with related parties.

• Scrutiny of inter-corporate loans and investments

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Monitoring the end use of funds raised through public offers and related matters.

• Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board.

• Reviewing periodically the adequacy of the internal control system.

• Discussions with Internal Auditor on any significant findings and follow up there on.

> Meetings:

During the Financial Year 2021-22, the Member of Audit Committee met Four times viz. on June 30,2021, August 10, 2021, October 30,2021 and January 25, 2022.

(b) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.

> The details of composition of Nomination and Remuneration Committee are as follows:

The Committee was reconstituted on June 18,2022 due to changes in the Board of directors of the Company as below:

*Mr. Manish Mehta ceased to be Chairperson and member of this committee with effect from June 18,2022.

**Mrs, Barkha Deshmukh was inducted as Chairperson of this committee with effect from June 18,2022.

The broad terms of reference of the Nomination and Remuneration Committee are as under:

• Formulation of the criteria for determining the qualifications, positive attributes and independence of Director;

• Devising a policy on Board diversity;

• Formulation of Remuneration policy;

• Review the structure, size and composition of the Board;

• Identifying and selection of candidates for appointment as Directors;

• Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management;

• Formulation of criteria for evaluation of Independent Directors and the Board.

> Meetings:

During the Financial Year 2021-22, the Members of Nomination and Remuneration Committee met two times on April 26, 2021 and June 30, 2021.

> Policy on Directors' Appointment & Remu neration

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 said policy is accessible on the Company's official website at ww.gujchemdistillers.in

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

> Annual Evaluation of Board, Committees and Individual Directors:

Pursuant to the provisions of the Act, Listing Regulations, 2015 and the Remuneration Policy of the Company, the Board of Directors/ Independent Directors/ Nomination and Remuneration Committee (as applicable) has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors including the Chairman of the Board of Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. Such evaluation is presented to the Nomination and Remuneration Committee and the Board of Directors (as applicable).

Directors express their satisfaction with the evaluation process.

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

The Committee was reconstituted on June 18, 2022 due to changes in the Board of directors of the Company as below:

*Mr. Manish Mehta ceased to be Chairperson and member of this committee with effect from June 18, 2022.

**Mrs, Barkha Deshmukh was inducted as Chairperson of this committee with effect from June 18, 2022.

#Mrs. Rajasvee Shah ceased to be Member of this committee with effect from June 18,2022.

##Mr. Sharad Agarwal inducted as Member of this committee with effect from July 01,2022.

The broad terms of reference of the Stakeholders Relationship Committee are as under:

1. Oversee and review all matters connected with the transfer of the Company's securities.

2. Monitor redressal of investors'/ shareholders'/ security holders grievances.

3. Oversee the performance of the Company's Registrar and Transfer Agents.

4. Recommend methods to upgrade the standard of services to investors.

5. Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable.

> Meetings:

During the Financial Year 2021-22, the Member of Stakeholders Relationship Committee met One time on October 30, 2021.

> Investors Complaints:

Mrs. Sangeeta Amit Khyani is the Compliance Officer of the Company for the above purpose.

> Presence of Chairman of the Stakeholders' Relationship Committee:

Mr. Manish Mehta, Chairman of the Stakeholder's Relationship Committee was present in the Annual General Meeting held on September 29, 2021 during the Financial Year 2021-22.

> ShareTransfer and Shareholder's/lnvestor's Grievance Committee:

The Share Transfer and Shareholder's/lnvestor's Grievance Committee comprises of Mr. Manish Mehta as the Chairman of the Committee, Mrs. Rajasvee Shah and Mr. Rameshbhai Dathia as Members of the Committee. The ShareTransfer and Shareholder's/ Investor's Grievance Committee meets as and when required to consider the transfer proposals and attend to Investors'grievances, transmission of shares, split, consolidation, issue of duplicate share certificate, re-materialization of shares etc.

COMPLIANCE

The Company has complied with the mandatory requirements as stipulated under the Listing Regulations. The Company has submitted the quarterly compliance status report to the stock Exchange within the prescribed time limit.

STATE OF THE COMPANY'S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished

Discussion on the state of affairs of the Company has been covered as part of the Management Discussion and Analysis (MDA)in "Annexure- B"as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Annual Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an Annexure"B" to this report.

VIGIL MECHANISM/WHISTLER BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behavior, actual or suspected fraud or violation of the Company's code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company atwww.gujchemdistillers.com.

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, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Director's state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions relating to the constitution of internal complaints committee under the aforesaid Act.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed .Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THEFINANCIAL POSITION OFTHECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company's operations in future.

PARTICULARS REGARDING EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are annexed hereto marked as 'Annexure C' and forms part of this report

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company does not have any Risk Management Policy or any statement concerning development and implementation of risk management policy of the company as the elements of risk threatening the Company's existence are very minimal.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

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.The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

VARIOUS POLCIES OFTHE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company's website (www.gujchemdistillers.in) under the Policies sub-caption of the Investor Caption. The policies are reviewed periodically by the Board and updated based on need and requirements.

CORPORATE GOVERNANCE

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding f lOcroresand Net worth exceeding Rs 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs 10 crores and Net worth exceeding Rs 25 crores, the Corporate Governance Report is not applicable and therefore not provided by the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision of section 135(1) of Companies Act 2013 i.e. Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31, 2022, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: Not applicable during the year under review.

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director's Report:

a. Annexure A: Secretarial Auditors Report in Form No. MR-3;

b. Annexure B : Management Discussion and Analysis Report;

c. Annexure C: Details of personnel/particulars of employees;

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government Authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.