Dollex Agrotech Ltd Directors Report

Dear Members,

Your Board of Directors are pleased to present the tenth Directors Report of DollexAgrotech Limited together with the Audited Financial Statements for the Financial year ended 31^st March, 2023.

1.FINANCIAL SUMMARY AND HIGHLIGHTS

The Company’s Financial Performance for the Financial year ended on 31^st March, 2023 under review along with previous year figures are given hereunder:

 

(Rs in Lakhs.)

Particulars	31.03.2023	31.03.2022
Revenue from operations	11,044.97	7940.11
Other Income	10.47	22.47
Total Income	11,055.44	7962.58
Depreciation & Amortization expenses	251.62	227.30
Finance Cost	243.90	248.34
Other Expenses	9,763.42	7,061.98
Total Expenses	10,258.94	7,537.62
Profit before exceptional & Extraordinary items	796.50	424.95
Exceptional & Extraordinary items	-	-
Proft/(Loss) before tax	796.50	424.95
Tax Expenses:
Current Tax	194.33	-
Deferred Tax Liability	-8.30	98.05
Profit /(Loss) for the Period	610.48	326.90
Other Comprehensive Income	-	-
Total Comprehensive Income for the Period	610.48	326.90

2.OPERATING PERFORMANCE

The Company received total income of Rs. 11,055.44 Lakhs for the year ended 31^st March,2023 as against Rs. 7,962.58 Lakhs for the Previous year. The EBITDA for the year under review stood at Rs. 796.50 Lakhs as compared to Rs.424.95 Lakhs for the Previous year. The Company has earned a Net profit after tax of Rs. 610.48 Lakhs as compared to net profit of Rs.326.90 Lakhs for the previous year.

3.TRANSFER TO RESERVE

The Profit after Tax for the year has been carried as balance in Profit and Loss account along with accumulation of opening Balance and the same has been shown under the head "Other equity" under Shareholder’s Fund in the Balance sheet as on 31^st March, 2023. The Company has not transferred any amount to the reserves separately.

4.DIVIDEND

The Company has not declared the Dividend during the Financial year ended 31^st March, 2023.

5.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ Arrangements /Transactions entered by the Company during the Financial Year 2022-2023 with Related Parties were in the ordinary course of Business and on arm’s length basis. During the year under review, the company has entered into any contract/arrangement /transactions with related Parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, Form AOC- 2 forms part of this Board Report in Annexure- I.

Your Directors draw the attention of the Members to the Financial Statement which sets out related Party Disclosures.

6.COPY OF ANNUAL RETURN

Pursuant to Section 92(3) of the companies Act, 2013, copy of the Annual Returns of the company in Form MGT-7 is placed on website of the Company and is accessible at the web link: www.dollex.in.

7. SHARE CAPITAL

During the financial year, the Authorised Share Capital of the Company increased from 20,00,00,000/- (Twenty Crore) to Rs. 25,00,00,000/-(Twenty-Five Crore) Divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Share of Rs. 10/- (Ten Each).

The Issued, Subscribed and Paid-up Share Capital of the Company increased from Rs. 20,00,00,000 to Rs. 24,96,80,000 (Twenty-Four Crore Ninety-Six Lakhs Eighty Thousand) Divided into 2,49,68,000(Two Crore Forty-Nine Lakh Sixty-Eight thousand) Equity Share of Rs. 10/- (Ten Each)

INITIAL PUBLIC OFFER AND LISTING OF SHARES

During the year under review, your company made an Initial Public Offering ("IPO" or "Issue") in accordance with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2018 of 69,68,000 equity Shares of face value of Rs. 10 each of the Company for cash at a Price of Rs. 35 per Equity Shares, including a premium of Rs. 25 per equity shares aggregating to Rs.2,438.80 Lakhs comprising of a fresh issue of 49,68,000 Equity Shares aggregating to Rs. 1,738.80 Lakhs and offer for sale of 20,00,000 Equity shares by Marium Leasing & Investment Private Limited aggregating to Rs. 700.00 Lakhs by the Selling Shareholder.

8.INTERNAL FINANCIAL CONTROL

The internal financial control systems are commensurate with the nature of business and size and complexity of operations of the company. The Audit Committee periodically evaluates the adequacy and effectiveness of the Company’s internal financial control systems and monitors the implementation of recommendations made by the committee.

The Auditors of the Company have also opined that "the Company has in all material respects an adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2023. Further the Certificate of

Compliance from the Executive Director and Chief Financial Officer annexed to this report confirms the adequacy of the internal control systems and procedures of the company.

9.STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES,

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure II" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

10.Directors& Key Managerial Personnel

A. None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act,2013.

B. Changes in Directors and Key Managerial Personnel

During the year under review, there were change in Directors and Key Managerial Personnel of the Company during the Financial year 2022-2023.

Mr. Mehmood Khan was appointed as a Director w.e.f. 01.04.2017 and change in Designation as a Managing Director w.e.f 01.04.2022

Mr. Khusro Nisar was appointed as Additional Director w.e.f. 01.04.2022 and shall be regularized w.e.f. 25.04.2022.

Mr. Vijai Singh Bharktiya was appointed as an Additional Independent Director w.e.f 01.06.2022 and shall be regularized w.e.f 11.07.2022.

Mrs. Ruchi Sogani was appointed as an Additional Independent Director w.e.f 01.06.2022 and shall be regularized w.e.f 11.07.2022.

Mr. Manish Joshi was appointed as an Additional Independent Director w.e.f. 01.07.2022 and shall be regularized w.e.f 11.07.2022.

Mrs. Munni Bee was appointed as a Director w.e.f. 19.12.2018 and change in Designation as a Whole Time Director w.e.f. 01.07.2022.

Mr. Anil Kumar Bhagat was appointed as a Chief Financial Officer of the Company w.e.f. 01.07.2022.

Ms. KalyaniBhatjiwale (Mem. No. A35720) was appointed as a Company Secretary & Compliance Officer of the Company w.e.f . 01.07.2022 and resigned from the Company on 12.05.2023 due to her pre-occupied Schedule. And thereafter to fill the vacancy Ms. Siddhi Banthiya (Mem. No.

A71520) is hereby appointed as Company Secretary & Compliance Officer of the Company w.e.f 12.05.2023.

C. Declaration by an Independent Director(s), Re- Appointment & Meeting

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the Company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

As required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the held at least 1 (one) meeting in a year, without the presence of Non-Independent Directors. The Independent Directors met once, i.e, on Thursday, September 01, 2022. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, inter alia, discussed, and reviewed performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and timeliness of flow of information between the Companies management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

D.FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013,the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

E.Policy on Director’s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director, Key managerial Personnel and other employees.

In line with the principles of transparency and consistency, your Company has adopted the following policies which, inter alia includes criteria for determining qualifications, positive attributes and independence of a Director.

The policy of the Company on directors’ appointment and remuneration, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Company’s website atwww.dollex.in

F. Statement of Director’s Responsibilities

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards (IND AS) have been followed along with proper explanation relating to material departures.

(ii) 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 or loss of the Company for that period.

(iii) The directors have 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

(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 system was adequate and operating effectively.

11.MEETING OF BOARD OF DIRECTORS

During the Financial year 2022-23, the Board of Directors met 16 times on May 04, 2022, May 31, 2022, July 01, 2022, July 14, 2022, August 03, 2022, August 20, 2022, September 01, 2022, September 08, 2022

, October 07,2022 , October 12,2022, November 04, 2022, November 08,2022, November 24, 2022, December 07,2022 & December 23, 2022 & January 16,2023.

Maximum time gap between two consecutive meetings did not exceed 120 Days.

The Compositions of the Board Meetings, attendance at the Board Meetings held during the Financial year 2022-23 under review and at the last Annual General meeting, number of Directorship in other companies, Membership/ Chairmanships of the Committees and their shareholding as on March 31, 2023 in the Company are as follows.

Name of Directo r	DIN	Categ ory	No . of Board Meeti ngs held during the year	No. of Board Meeti ngs attend ed during the year	Attenda nce at last AGM (04.08.2 022)	*Directors hips (including this entity)	**Committee Position (including this entity)	Shareholdin g (Equity Shares of FV of Rs.10/- each)
							Chair perso n	Memb er
Mr. Mehmo od	00069 224	MD	16	16	v	1	-	2	69,40,000
Khan Mrs.	00027	WTD	16	16	v	1	-	1	70,00,000
Munni	334	& ED
Bee
Mr.	00017	NED &	13	5	v	6	2	1	-
Vijai	285	ID
Singh
Bharakt
iya
Mrs.	02805	NED &	13	13	v	3	1	1	-
Ruchi	170	ID
Sogani
Mr.	07762	NED &	13	13	v	5	1	-	-
Manish	530	ID
Joshi
Mr.	00446	NED	16	16	v	1		1	10,000
Khusro	545						-
Nisar

 

{P- Promoter, NED- Non-Executive Director, ID- Independent Director, MD- Managing Director, WTD- Whole Time Director & ED- Executive Director}

Note:

*Excludes Directorship in Private Limited Companies, foreign Companies and Companies Under Section 8 of the Companies Act, 2013. **Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee in all Indian Public Limited Companies have been considered for the committee positions.

***There is no inter-se relationship between the Directors.

12.COMPOSITION OF BOARD OF DIRECTORS& CATEGORY

In compliance with the provisions of Companies Act, 2013 as amended from time to time (hereinafter referred to as "the Act") and Regulation 17 of Listing Regulations, the board has optimum combination of Executive and Non Executive Directors. All the Non Executive Directors are eminent professionals and bring the wealth of their professional expertise and experience to the management of the Company. Composition and Category of Directors are given in Table :1

	Name of Directors	DIN	Category
1	Mrs. Munni Bee	00027334	Whole Time Director
2	Mr. Mehmood Khan	00069224	Managing Director
3	Mr. Khusro Nisar	00446545	Non-Executive Director
4	Mr. Manish Joshi	07762530	Independent Director
5	Mrs. Ruchi Sogani	02805170	Independent Director
6	Mr. Vijai Singh Bharaktiya	00017285	Independent Director

12.INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 01.09.2022, inter alia, to:

a. Evaluate the performance of non independent director and the Board as whole, b. Evaluate the performance of chairperson of the Company taking into account the views of

Executive and Non - Executive Directors of the company, and c. Evaluate the Quality, Quantity and timeliness of flow of information between the management and the Board.

All Independent Directors were present at the meeting.

13.BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, Nomination and Remuneration Committee of the Board carried out an annual evaluation of every director’s performance. Pursuant to the provisions of Schedule IV to the Companies Act, 3013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 the Board evaluated the performance of Independent Directors. The Independent Directors in a separate meeting reviewed the performance of Non- Independent Directors, performance of Board as a whole and performance of the Chairman.

14.STATUTORY AUDITORAND THEIR REPORT

During the financial year, M/s. S N Gadiya & Co. , Chartered Accountants , Firm Registration No. 002052C issued by Institute of Chartered Accountants of India, having a valid Peer Review Certificate issued by Peer Review Board of ICAI , appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Bansal Mukesh & Associates, Chartered Accountants, (Firm Registration No. 008985C) to hold office till the conclusion of Annual General Meeting to be held in Financial year 2023-24.

The Auditor Report to the Shareholder for the year ended March, 31, 2023 does not contain any qualification, reservation or adverse remark and therefore does not call for explanations or comments.

Further, there is no fraud reported by statutory auditory under section 143(12) other than those which are reportable to Central Government.

15.SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to Provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Vikas Verma and Associates, Company Secretaries (FRN P2012DE081400), as a Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March, 31, 2023. The Secretarial Audit Report is appended to this report as Annexure III.

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

16. COST AUDITOR

Pursuant to the provisions of Section 148 of Companies Act, 2013 and rules made thereunder, the Board on the recommendation of the Audit Committee has appointed M/s. M.P. Turakhia & Associates, Cost Accountants (Firm Regn No. 000417), as Cost Auditors to conduct cost audits relating to sugar for the year ended March 31^st, 2022 and March 31^st, 2023.

The Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Cost Audit Report for the year end March,2023 shall be made available by Cost Auditors on or before September 30, 2023.

17.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion And Analysis Report for the year ended under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is presented separately and forms part of this Annual Report.

18.VIGIL MECHANISM

The Company has formulated a Vigil Mechanism for directors and employees to report their genuine concerns or grievances pursuant to Section 177 (9) of the Companies Act, 2013. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism provides for adequate safeguards against victimization of director(s), employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The policy on Vigil Mechanism may be accessed on the Company’s website www.dollex.in.

19.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the reporting period, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

20.PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.

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

The Company has put in place a policy on Anti Sexual harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. All employees (permanent, Contractual, temporary, trainees) are covered under this policy.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

No complaints have been received during the year under review.

22. CORPORATE GOVERNANCE

The Company being listed on the NSE Emerge Platform is exempted from provisions of Corporate Governance as per Regulation 15 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Hence no Corporate Governance report is disclosed in this Annual Report. It is pertinent to mention that the Company Follows majority of the provisions of the Corporate Governance voluntarily.

23. BOARD COMMITTEE

The Company has constituted different Board level committees in accordance with the requirements of Companies Act, 2013. Currently the board has constituted three Committees.

1.Audit Committee

2.Stakeholders’ Relationship Committee

3.Nomination and Remuneration Committee

The details of the Committee along with their composition, number of meetings and attendance at the meetings are mentioned Below.

1.AUDIT COMMITTEE

Audit Committee of the Board of Directors ["the Audit Committee is entrusted with the responsibility to supervise the Company’s internal controls and financial reporting process.The Composition , quorum , powers , role and scope are in accordance with Section 177 of the Companies Act.All the members of the Audit Committee are financially literate and bring in expertise in the fields of Finance, Taxation, Accounts, etc. It functions in accordance with its terms of reference that defines its authority, responsibility and reporting function.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2023.

During the Financial year 2022-2023, the Audit Committee met Five (5) times i.e on14.07.2022, 03.08.2022, 01.09.2022, 12.10.2022 & 16.01.2023. The Maximum Gap between two meetings was not more than 120 Days.

Sr. No.	Name of Director	Category of Director	Position	Audit Committee Meeting(s)
				Held	Attended
1	Mr. Vijai Singh	Independent Director	Chairman	5	5
	Bharaktiya
2	Mrs. Ruchi Sogani	Independent Director	Member	5	5
3	Mr. Mehmood Khan	Managing Director	Member	5	5

The Committee also reviews the observations of the Internal and Statutory Auditors, along with the comments and action taken thereon by the Management and invites senior executives to its Meetings as necessary.

2.NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, the Nomination and Remuneration Committee was formed on 01^st July, 2022.The Nomination and Remuneration Committee comprises of Two Independent Directors namely Ms. Ruchi Sogani & Mr. Vijai Singh Bharaktiya and one Non-Executive Director Mr. Khusro Nisar.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2023.During the Financial Year 2022-23, the Nomination and Remuneration Committee Met Once in a Year i.e 01.09.2022.

Sr. No.	Name of the Director	Category of Directorship	Position	Nomination Remuneration Committee Meetings
				Held	Attended
1	Mrs. Ruchi Sogani	Independent Director	Chairperson	1	1
2	Mr. Vijai Singh Bharaktiya	Independent Director	Member	1	1
3	Mr. Khusro Nisar	Non-Executive Director	Member	1	1

Performance Evaluation Criteria for Independent Directors:

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends etc.

The manner in which the annual performance evaluation is done by the Board including the criteria for the same is discussed in detail in Directors Report.

3.STAKEHOLDER RELATIONSHIP COMMITTEE

In terms of Section 178 of the Companies Act 2013Act, Stakeholder Relationship Committee was constituted on 1^st July, 2022, to oversee the matters relating to redressal of Stakeholder complaints pertaining to Issue of Duplicate Shares, Transfer of Shares, Non-Receipt of Annual Report, Non-Receipt of Annual Report, Non-Receipt of Declared Dividends etc.

The Stakeholder Relationship Committee Comprises of Director Mr. Manish Joshi as an Independent Director and Two Executive Director Mr. Mehmood Khan & Mrs. Munni Bee. Terms of Reference and Powers of the Committee is provided.

Meetings and Attendance, Composition, Chairperson and name of Members as on March 31, 2023.During the Financial Year 2022-23, the Stakeholder Relationship Committee met once in a year i.e14.07.2022.

Sr.	Name of the Director	Category of Directorship	Position	Nomination Remuneration Committee Meetings
				Held	Attended
1	Mr. Manish Joshi	Independent	Chairperson	1	1
		Director
2	Mrs. Munni Bee	Whole Time	Member	1	1
		Director
3	Mr. Mehmood Khan	Managing Director	Member	1	1

24.Complaints& Share Transfer:

During the year ended March 31, 2023 no complaints were received. No complaints were pending at the beginning or at the end of the year.

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

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars in the respect of conservation of energy, technology absorption and foreign exchange earning & Outgo are furnished in Annexure- IV and form a part of this report.

26.SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable standards issued by the Institute of Company Secretaries of India.

27. CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

28. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

29. PREVENTION OF INSIDER TRADING:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

30.VIGIL MECHANISM /WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company’s code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases

31.GENERAL

Your Directors 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.

a. Issue of Equity Shares with Differential rights as to dividend, voting or otherwise. b. Issue of Shares (including sweat Equity Shares) to Directors and employees of the Company under any scheme. c. Details relating to Employee’s Stock option Scheme. d. Revision of Financial Statements & Board Report e. Buyback of Shares f. The Company does not have scheme for provision of money for purchase of its own shares by employees or by trustee for the benefit of employees. g. Purchase by Company of its own shares or giving of loans for such purchase. h. There is no change in the nature of business of the Company. i. There is no material change or commitment affecting the financial position of the Company, occurred between the end of the financial year and the date of this report. j. The Company has not accepted deposits within the meaning of Section 73 or section 76 of the

Companies Act, 2013. k. No remuneration was paid to Non-Executive Directors except sitting Fees.

l. No Significant and material order is passed by the regulators or courts or Tribunals impacting the going concern status and Company’s operations in future. m. No fraud has been reported by the Auditors to the Audit Committee of the Board. n. No case of Child Labour, forced labour, involuntary labour, sexual harassment and Discriminatory employment was reported in the financial year 2022-23. o. There was no subsidiary, associate or joint venture company of the Company during the Financial year under review. p. Shares in held in trust for the Benefit of employees. q. Issue of Debentures/Warrants. r. Transfer to Investor Education and Protection Funds (IEPF). s. Disclosure about the application made or any proceeding pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the year along with their status as at the end of the Financial year.

32. ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to the wholehearted help and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, bankers of the company.

The Relations between the management and the staff were cordial during the period under review.

The Company also wishes to put on record its appreciation for the work done by the staff. Your directors appreciate and value the trust imposed upon them by the members of the Company.

	By Order of the Board
	For Dollex Agrotech Limited
Sd/-	Sd/-
Munni Bee	Mehmood Khan
Whole Time Director	Managing Director
DIN: 00027334	DIN:00069224
Date: 04/09/2023
Place: Indore