Crop Life Science Ltd Directors Report

To, The Members,

CROP LIFE SCIENCE LIMITED

Your Directors have pleasure in presenting the 17^th Annual Report of your Company together with the Audited Standalone Financial Statements and Auditors Report of your Company for the financial year ended on 31^st March, 2023.

The Registrar of Companies, Gujarat and Dadra Nagar Haveli vide its Order dated 14^th September, 2023 granted an extension of 2 months and 15 days from 30.09.2023 to conduct the Annual General Meeting of the Company. Accordingly, the meeting has been conducted on or before the extended period and in compliance with the respective applicable provisions.

1. CORPORATE OVERVIEW AND BACKGROUND:

Our Company was incorporated as a public limited company under the provision of the Companies Act, 1956 on May 24, 2006. By Acquisition, Backward and forward integration, CLSL now has become a leading producer of a wide range of Products Fungicides, Herbicides, Insecticides, Plant Growth Regulators, and soil and plant health products.

CLSL believes in the strategy of continuous expansion and development of high-value and branded products with a thrust on registration and marketing according to customer requirements.

CLSL has a manufacturing site at Ankleshwar in Gujarat and runs on world class technologies and quality services. The company focuses on quality to serve its customers. Each stage of production from raw material to finished product is closely monitored and maintains the standard. The companys unit is certified with internationally ISO 9001:2015 for Quality assurance.

R & D is a major strength for the company and it continues to invest in innovative formulations that are environmentally and user-friendly. The company is fully committed to maintaining and expanding its portfolio. The aim of CLSL is to build strong relationships with customers to understand their needs and deliver real performance in terms of usage.

With our crop protection products, we are securing food for the world now and tomorrow.

CLSL lives to its commitment to prompt deliveries and adherence to promised delivery agenda. The organization works hand in hand with the farming community to bring innovation linear to life, fulfilling its motto of “Farmers Prosperity”.

“We believe that growth is built on doing better than what is good enough, rising above individual limitation and leaping over obstructions.”

2. KEY FINANCIAL HIGHLIGHTS:

		(Amount in Rs.)
Particulars	2022-23	2021-22
Total Revenue	13,202.81	10,200.96
Total Expenditure	12,643.11	9,862.03
Profit Before Exceptional & Extraordinary items & tax	559.70	376.89
Prior Period Items	-	-
Profit Before Taxes	559.70	376.89
Less : Current Tax	159.66	115.76
Less: Tax Expenses Earlier period	-	-
Less : Deferred Tax Liability / (assets)	(7.08)	(20.28)
Profit/ (Loss) for the year	407.12	281.41
Other Comprehensive Income	46.44	5.57
Total Other Compressive Income	453.56	286.98

3. STATE OF COMPANYS AFFAIRS AND OUTLOOK

We are in to manufacturing of wide and varied range of products namely Pesticides and Micro Fertilizer. Pesticides includes Insecticides, Fungicides, Herbicides and Weedicides. We have 296 technical formulations approval for manufacturing insecticides products from Directorate of Agriculture, Krishi Bhavan Gandhinagar including almost 40 technical formulations for export product only. We believe that comprehensive range of our products helps our distributors to achieve their business objectives and enable us to obtain additional business from existing customers as well as address a larger base of potential new customers.

Our Company have grown the depth and breadth of our distributor and wholesaler network rapidly. Our company is having approx 1800 channel distributors and wholesaler outlets chain located over different region of states of our country namely Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, Chhattisgarh etc. In addition, we are also exporting agro chemicals products to Bangladesh, Egypt, Myanmar, Vietnam, Sudan and other countries. Our company focuses on building long term relationships with our distributor and wholesaler network in both Tier 2 and Tier 3 cities as well as in Indias largest cities. Our policy is to offer attractive margins to our distributors on seasonal basis to incentivize and motivate them with respect to the distribution of our products versus the products of our competitors.

Our individual promoters and directors, Rajesh Lunagariya and Ashvin Lunagaria is having experience of more than 15 years in the field of manufacturing of agro chemical namely Pesticides and Micro Fertilizer. Our promoters Directors are backed by experienced core management team who looks after the production, sales and marketing, research & development, legal compliance and finance. We benefit from the experience of the individual Promoters-Directors and core management team which has enabled us to successfully implement our growth strategies.

The factory is located in GIDC Industrial area at Ankleswar, Bharuch. In GIDC Ankleshwar, number of chemical industrial units are established. The location is nearby Ankleshwar Railway Station on the main track connecting Gujarat, Maharashtra and Delhi corridor. In this area, all the infrastructure facilities such as power supply, roads, water supply etc. are developed and provided by governments/Local Authorities. All the benefits of infrastructure facilities developed by Government/Local Authorities are reaped by our company. Ankleshwar enjoys the good connectivity through National Highway roads and railway, which makes the movements of the raw-material as well as finished goods easy and comfortable. Thus, it helps in smooth procurement of raw materials and dispatch of finished goods to our various customers situated in different places of Gujarat, Maharashtra, Uttar Pradesh, Madhya Pradesh, Bihar, West Bengal, Chhattisgarh.

We have state of the art in-house laboratory in our factory for Research & Development and for Chemical Testing, which keeps track of quality control of our products. All products which are dispatched from the factory premises are inspected by the 2 authorized officials heading the dispatch department. Further, quality check is done at every stage of manufacturing to ensure the adherence to desired specifications. Since, our Company is dedicated towards quality of products, processes and inputs; we get repetitive orders from our buyers, as we are capable of meeting their quality standards, which enables us to maintain our brand image in the market.

4. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) equity shares of Rs. 10/- each.

The Company has increased its Authorised Share Capital from Rs. 16,50,00,000/- (Rupees Sixteen Crore Fifty Lakh only) divided into 1,65,00,000 (One Crore Sixty Five Lakh) equity shares of Rs. 10/- each.

The Paid up Share capital of the Company at the end of financial year 2022-23 was 12,00,00,000/- (Rupees Twelve Crore Only) divided into 1,20,00,000 (One Crore twenty Lakh) equity shares of 10/- each.

There was no change in the Paid up share capital of the Company during the year under review.

4. MATERIAL CHANGES AND COMMITMENT OCCURRED AFTER THE END OF FINANCIAL YEAR AND UP TO THE DATE OF REPORT: (Between 31^st March, 2023 and 28^th August, 2023)

The following material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and up to the date of this report.

a. Initial Public Offer and Listing of Equity Shares:

Subsequent to the year under review, the Company has successfully raised an amount of Rs. 2672.80 lakhs by way of its Initial Public Offering (“IPO”) by issue of 51,40,000 equity shares of face value of 10.00 each (“our company” or “the issuer”) for cash at a price of 52.00 per equity share (including a share premium of 42.00 per equity share) (“issue price”) in compliance with Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended.

The Company equity shares got listed on the National Stock Exchange of India (NSE) SME EMERGE Platform on August 30, 2023. b. Increase in the Paid Up share capital

The Company has issued 51,40,000 equity shares of face value of 10.00 each for cash at a price of 52.00 per equity share as the Initial Public offer (IPO). Hence the paid up share capital of the Company has increased from Rs. 12,00,00,000/- to Rs. 17,14,00,000/-

5. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the reserves by the Company. Total amount of net profit is maintained in retained earnings.

6. DIVIDEND:

To strengthen the financial position of the Company and to augment working capital your directors do not recommend declaring any dividend for the financial year 2022-23.

7. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business activities of the Company.

8. SUBSIDIARY COMPANY OR JOINT VENTURE COMPANY OR ASSOCIATE COMPANY:

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

9. ADEQUACY OF INTERNAL CONTROL SYSTEM:

Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Companys Internal Financial Controls over financial reporting provides reasonable assurance over the integrity of financial statements of the Company.

Company has laid down Standard Operating Procedures, Policies and procedures to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the management.

10. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

As on 31st March 2023, the company has outstanding unsecured loan of Rs. 49,88,654 from the Directors.

11. LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 185 and 186 OF THE COMPANIES ACT, 2013:

There were no loans or guarantees given by the Company under Section 186 of the Companies Act, 2013 during the year under review. However, the Company had paid advances to Hetban Spechem Limited, CLSL Pack Science Private Limited and CLSL Solutions Private Limited in the F.Y. 2018-19 and F.Y. 2020-21. The Company has made a voluntary compounding application to the Registrar of Companies, Ahmedabad for Violation of Section 185 of the Companies Act, 2013.

12. SHARE CAPITAL

The Paid up Share capital of the Company at the end of financial year was 12,00,00,000/- (Rupees Twelve Crore

Only) divided into 1,20,00,000 (One Crore twenty Lakh) equity shares of 10/- each.

a. Buy Back of Securities:

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

b. Sweat Equity:

Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares:

Company has not issued any Bonus Shares during the year under review.

d. Employees Stock Option Plan:

Company has not issued any Employees Stock Option Plan during the year under review.

13. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016/Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be transferred during the year under review to the Investor Education and Protection Fund.

14. BOARD EVALUATION:

The evaluation framework for assessing the performance of the Directors of the Company comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding the growth and performance of the Company, amongst others. Pursuant to the provisions of the Companies Act, 2013 and rules made thereunder and as provided under Schedule IV of the Act and Listing Regulations, the Board has carried an annual performance evaluation of its own performance, all the committees of Board and the directors individually including Chairman & Managing Director and Independent Directors in accordance with the criteria of evaluation approved by Nomination & Remuneration Committee.

Outcome of Evaluation:

Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees terms of reference, as mandated by law, important issues are brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors, in their individual capacities.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Composition of Board of Directors of the Company:

As on March 31, 2023 the Board has the following directors:

Sr. No.	Name of the Director	DIN	Designation
1.	Rajeshkumar Vrajlal Lunagariya	01580748	Managing Director
2.	Ashvinkumar Ravji Lunagaria	02731913	Wholetime Director
3.	Chunilal Samajubhai Virolia	07984858	Wholetime Director
4.	Harendra Mukeshbhai Sevak	09804730	Independent Director
5.	Parulben Hiteshkumar Shah	09804959	Independent Director
6.	Devang Bhikhubhai Parekh	09814005	Independent Director

During the year, there is Change in the Constitution of Board of Directors of the Company mentioned as under:

Appointment:

Sr. No. Name of the Director	DIN	Nature of Change	Date of Change
1. Chunilal Samajubhai Virolia	07984858	Appointed as an Additional Executive Director (Executive Director)	10/11/2022
2. Harendra Mukeshbhai Sevak	09804730	Appointed as an Additional Director (Non-Executive and Independent)	08/12/2022
3. Parulben Hiteshkumar Shah	09804959	Appointed as an Additional Director (Non-Executive and Independent)	08/12/2022
4. Devang Bhikhubhai Parekh	09814005	Appointed as an Additional Director (Non-Executive and Independent)	08/12/2022
5. Chunilal Samajubhai Virolia	07984858	Appointed as the Wholetime Director of the company, for a period of 5 years with effect from 15th December, 2022 upto 15th December, 2027.	15/12/2022

Regularization of Additional Directors:

Sr. No. Name of the Director	DIN	Nature of Change	Date of Change
1. Harendra Mukeshbhai Sevak	09804730	Regularized as A Director (Non-Executive and Independent) for five (5) consecutive years for the maximum period up to 15th December 2027.	15/12/2022
2. Parulben Hiteshkumar Shah	09804959	Regularized as A Director (Non-Executive and Independent) for five (5) consecutive years for the maximum period up to 15th December 2027.	15/12/2022
3. Devang Parekh Bhikhubhai	09814005	Regularized as A Director (Non-Executive and Independent) for five (5) consecutive years for the maximum period up to 15th December 2027.	15/12/2022

Resignation:

Sr. No. Name of the Director	DIN	Nature of Change	Date of Change
1. Sheo Pada Banerjee	09411454	Resigned as an Additional Executive Director	30/08/2022
2. Kantilal Parshottambhai Thumbar	07983255	Resigned as Independent Director	08/12/2022
3. Jagdish Kanjibhai Shingala	08522303	Resigned as Independent Director	08/12/2022
4. Prafulchandra Nanalal Bhatt	07983189	Resigned as Independent Director	08/12/2022

Mr. Rajeshkumar Vrajlal Lunagariya (DIN: 01580748) was re-appointed as Managing Director of the Company for a second term of 5 years with effect from 27th December, 2022 upto 27th December, 2027.

Mr. Ashvinkumar Ravji Lunagaria (DIN: 02731913) was re-appointed as Wholetime Director of the Company for a second term of 5 years with effect from 27th December, 2022 upto 27th December, 2027.

iii) Retirement by rotation:

In accordance with the provisions of section 152(6) of the Act and in terms of the Articles of Association of the Company Mr. Chunilal Samajubhai Virolia (DIN: 07984858), Wholetime Director will retire by rotation at ensuing Annual General Meeting and being eligible, he has offered himself to be re-appointed as Director. The Board proposes his reappointment to the members.

16. MEETINGS:

i) Board Meeting

During the year under review, the following Board meetings were held and convened:

Sr No.	Date of Board Meeting	Total Number of directors associated as on the date of meeting	Attendance
			Number of directors attended	% of attendance
1.	01/04/2022	6	6	100%
2.	14/05/2022	6	3	50.00%
3.	24/05/2022	6	3	50.00%
4.	25/05/2022	6	3	50.00%
5.	27/05/2022	6	3	50.00%
6.	31/05/2022	6	3	50.00%
7.	05/09/2022	5	5	100.00%
8.	20/10/2022	5	3	60.00%
9.	10/11/2022	6	3	50.00%
10.	08/12/2022	6	4	66.67%
11.	20/12/2022	6	4	66.67%
12.	02/01/2023	6	5	83.33%
13.	28/02/2023	6	5	83.33%

ii) Extra-Ordinary General Meeting

Sr No.	Type of Meeting	Date of EOGM	Total Number of Members as on the date of the meeting	Number directors attended	Attendance of % of attendance
1.	Extra-Ordinary General Meeting	15/06/2022	9	9	100
2.	Annual General Meeting	30/09/2022	9	9	100
3.	Extra-Ordinary General Meeting	15/12/2022	9	9	100
4.	Extra-Ordinary General Meeting	28/03/2023	9	9	100
5.	Extra-Ordinary General Meeting	30/12/2022	9	9	100

16. DIRECTORS RESPONSIBILITY STATEMENT:

1. In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

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

3. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

4. That 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;

5. That the Directors have prepared the annual accounts on a going concern basis

6. That 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.

7. That 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.

17. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”). Further, as per the declarations received, all the Independent Directors of Company have either passed or were exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22, 2019 and December 18, 2020.

18. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The familiarisation program seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarisation programme is available on the website of the Company at www.croplifescience.com

19. AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Act and regulation 18 of the SEBI LODR Regulations, the Board has constituted an Audit Committee. The Statutory Auditors and Internal Auditors of the Company are regular invitees at the Audit Committee Meetings. The Audit Committee holds discussions with the Statutory Auditors on the ‘Limited Review” of the half-yearly, the yearly Audit Plan, matters relating to compliance of Accounting Standards, their observations arising from the annual audit of the Companys accounts and other related matters. The Audit Committee is presented with a summary of internal audit observations and follow up actions thereon. The terms of reference of Audit Committee includes the matters prescribed under Section 177 of the Companies Act, 2013 read with SEBI (LODR) Regulation, 2015.

The Company Secretary acts as the Secretary to the committee

During the year under review, Audit Committee met 4 Four times viz on April 1, 2022, September 5, 2022, December 20, 2022 and February 28, 2023.

The composition of the Audit Committee as at March 31, 2023:

Name of the Director		Position in Committee	Nature of		Attendance
			Directorship		Eligible		to	Attended
					Attend
Devang Bhikhubhai		Independent Director	Chairman		2			2
Parekh		(Non-Executive)
Harendra Mukeshbhai	Independent Director			Member		2			2
Sevak	(Non-Executive)
Ashvinkumar Ravji	Wholetime Director			Member		2			2
Lunagaria	(Executive)

There was a change in the constitution of Audit Committee during the F.Y. 2022-23.

20. NOMINATION AND REMUNERATION COMMITTEE AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

In compliance with the provisions of section 178 of the Act and regulation 19 of the SEBI Listing Regulations, the Board has constituted the Nomination and Remuneration Committee (“NRC”). The brief terms of reference of NRC as specified in clause A of Part D of Schedule II of the Listing Regulations inter alia contains:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

Formulation of criteria for evaluation of performance of independent directors and the Board.

Devising a policy on Board diversity

Identifying persons who are qualified to become directors of the Company and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Recommending the remuneration, in whatever form, payable to the senior management personnel.

Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Perform such functions as are required to be performed by the NRC committee under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

During the year under review, Nomination and Remuneration Committee met 2 (Two) times, viz on September 05, 2022 and November 11, 2022.

The composition of NRC as on March 31, 2023:

Name of the Director	Position in Committee	Nature of Directorship	Eligible Attendance to Attended	Attend
Harendra Mukeshbhai Sevak	Independent Director (Non- Executive)	Chairman	1	1
Parulben Hiteshkumar Shah	Independent Director (Non- Executive)	Member	1	1
Chunilal Samajubhai Virolia	Wholetime Director (Executive)	Member	1	1

There was a change in the constitution of Nomination and Remuneration Committee during the F.Y. 2022-23.

At the Annual General Meeting to be held on 13th December, 2023, M/s SHAH & SHAH, Chartered Accountants (Firm Registration No: 131527W), are proposed to be appointed as Statutory Auditors of the company for a term of 5(five) years from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 22nd Annual General Meeting of the Company.

The report of the Statutory Auditors of the Company forms part of the annual report. The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2022. The Notes on the Financials Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

During the year under review, the statutory auditors have not reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers of employees, the details of which would need to be mentioned in the Board Report.

22. EXPLANATIONS ON QUALIFICATIONS/ ADVERSE REMARKS CONTAINED IN THE AUDIT REPORT:

There was no a qualification, reservations or adverse remarks made by the Auditors in their report. Observations of the Auditors are self-explanatory and do not call for further information.

Emphasis of matter

The Company has applied for the Compounding for Section 185 & 186 of the Companies Act, 2013 before Regional Director, North Western Region, Ahmedabad and the said matter is under process.

23. FRAUDS REPORTED UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

No fraud was noticed by the Auditors under Section 143(12) of the Companies Act, 2013.

24. RISK MANAGEMENT:

The risk management includes identifying types of risks and its assessment, risk mitigation and monitoring and reporting. The Board judges from time to time Credit Risk/ Liquidity Risk to the fair and reasonable extent that your Company is willing to take. The Company has its internal Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company is committed to provide a healthy environment to all employees that enable them to work without the fear of prejudice and gender bias. Your Company has in place a Prevention of Sexual Harassment (POSH) Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company through this policy has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and your Company has complied with its provisions. No complaints were pending in the beginning of the year or no complaint received during the year the Financial Year 2022-23.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

A The steps taken / impact on conservation of energy:	The Company has not taken any steps for conservation of energy in the year under review, however the Company is searching for techniques to reduce the conservation of energy.
B The steps taken by the Company for utilising Alternate Sources of Energy	The Company is in the process of searching the best available alternate source of Energy in renewable sector
C The capital investment on energy conservation equipment:	The Company is in the process of searching the best available alternate source of Energy in renewable sector

(B) Technology absorption:

A Efforts, in brief, m ade towards technology absorption, The Company is using the raw adoption and innovation. material which is environment friendly.
B Benefits derived as a result of the above efforts e.g. Product - improvement, cost reduction, product development, import substitution etc.
C In case of imported technology (imported during - the last three years reckoned from the beginning of the financial year:
The details of the technology imported :-	NA
The year of import	NA
Whether the technology been fully absorbed	NA
If not fully absorbed, areas where absorption has not taken place, NA and the reasons thereof,
D Research & Development

 

Specific areas in which R & D is carried out by the Company.	No
Benefits derived as a result of the above R & D.	No
Future Plan of Action	No
Expenditure on R & D	No

 

(C) Foreign exchange earnings and Outgo
		Amount (Rs. In Lakhs)
PARTICULARS	F.Y. 2022-23	F.Y. 2021-22
Export Sales	186.49	273.09
Import Purchases	-

28. STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There is no employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum.

The information required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable for the F.Y. 2022-23.

29. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Companys website and can be accessed at the

30. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

The Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

31. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

None of the Directors of the Company is in receipt of any commission from any holding or subsidiary Company.

32. RELATED PARTIES TRANSACTIONS:

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2022-23 were either undertaken on the basis of omnibus approval of the Audit Committee or approved by the Audit Committee and/or Board. All related party transactions were at arms length basis and in the ordinary course of business in compliance with the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone / consolidated financial statements forming part of this Annual Report.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure-II to this Report.

Companys Related Party Transactions Policy appears on its website link: www.croplifescience.com.

33. CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary Responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

Our Company was not listed during the year under review i.e. 2022-23, further after the conclusion of the financial year our company has been listed on SME Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

33. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

The Management Discussion and Analysis Report is appended as Annexure-III to this Report.

34. ANNUAL RETURN:

The Annual Return of Company for the FY 2022-23 will be available on the Companys website at www.croplifescience.com.

35. INTERNAL AUDITOR:

During the year under review provisions of Section 138 of Companies Act 2013 were not applicable, hence internal audit is not applicable. The Company has appointed M/s. ABNP & Co LLP (CA. Navroz Patva, M. No. 14051) as Internal auditor of the Company for the Financial Year 2023-24.

36. COST AUDITOR:

The requirement of appointment of Cost Auditor and cost audit is applicable for the financial year 2023-24 pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s. Y S Thakar & Co., Cost Accountants (Registration No. 000318) were appointed as the Cost Auditors of the Company for the financial year 2023-2024.

37. MAINTENANCE OF COST RECORD:

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting held on August 28, 2023, on the recommendation of the Audit Committee, have appointed M/s. YS THAKAR & CO, Cost Accountants (Firm Registration No.: 000318), Cost Accountants, as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2023-24. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting held on August, 28, 2023, on the recommendation of the Audit Committee, have appointed M/s. YS THAKAR & CO, Cost Accountants (Firm Registration No.: 000318), Cost Accountants of the Company to audit the cost records of the Company for the financial year 2023-24.

M/s. YS THAKAR & CO, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year of review, Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

39. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

40. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS/ COURTS:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report. (Note 38 of Financial Statements)

41. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016(IBC):

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

42. WEBSITE:

Your Company has its fully functional website https://www.croplifescience.com/ which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

43. DETAILS OF APPLICATION MADE OR ANY PRECEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FY ALONG WITH THE CURRENT STATUS:

During the year under Review, neither any application was made nor are any proceedings pending under Insolvency and Bankruptcy Code, 2016.

44. SECRETARIAL AUDITOR AND THEIR REPORT:

During the year under review (i.e. F.Y. 2022-23) the Company was not listed, hence secretarial audit is not applicable.

45. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

v. There is no revision in the Board Report or Financial Statement;

vi. Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Registered Office	For and on behalf of Board
209, Primate, N r. Gormoh	Crop Life Science Limited
Restaurant, Opp. Mother
Dairy, Judges Bungalow Cross
Road, Ahmedabad-380015
Date: 28/08/2023	Rajeshkumar Vrajlal Lunagariya	Ashvinkumar Ravji Lunagaria
Place: Ahmedabad	Managing Director	Wholetime Director
	DIN: 01580748	DIN: 02731913