Chemo Pharma Laboratories Ltd

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MANAGEMENT DISCUSSION AND ANALYSIS

TO,

THE MEMBERS OF

M/S. CHEMO PHARMA LABORATORIES LIMITED

The Board of Directors take pleasure in presenting the Eighty Two Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024. The Management Discussion and Analysis has also been incorporated into this report.

1. OVERVIEW :

The Financial Statements have been prepared provisions of Section 129 read with Schedule III of Companies Act, 2013 and in accordance with the Indian Accounting Standards under the Companies (Indian Accounting Standards) Rules, 2015 and under Section 133 of the said Act read with Rule 3 of the Companies (Indian Accounting Standard) Rules, 2015 and Companies (Indian Accounting Standard) Accounting Rules, 2016. Our management accepts responsibility or the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

2. FINANCIAL RESULTS :

3. DIVIDEND :

IIn order to conserve funds for the business of the Company, the Board of Directors do not recommend any dividend for the financial year 2023-2024.

4. SHARE CAPITAL :

The paid-up Equity Share Capital as on 31^st March, 2024 was ' 1.5 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS :

The Board of Directors of the Company are exploring new business opportunities.

6. OUTLOOK, OPPORTUNITIES AND THREATS :

The Board of Directors of the Company perceive the outlook of the Company with optimism.

7. RISK AND CONCERN :

The Company has adopted Risk Management Policy as per Section 134 (3) (n) of the Companies Act,

2013. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk policy defines the risk management approach which helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The detailed risk management policy has been hosted on the website of the Company. There are no perceived risks in the present activity.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an in-house Internal Audit Function (IA). To maintain its objectivity and independence, the IA Department evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of IA function, process owners undertake corrective action in their respective areas and thereby strengthening the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place of ensuring proper and efficient conduct of the business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed M/s. Sarda Soni & Associates LLP as an Internal Auditor of the Company. Pursuant to Section 134 (5) (e) of the Companies Act, 2013, the Board of Directors has adopted Internal Financial Control Policy, which has also been hosted on website of Company.

9. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED DURING THE YEAR :

Mr. Bhavin Sheth (Din: 00114608), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri Ashok Somani ceased to Compliance Officer of the Company w.e.f. 24^th May, 2023.

Ms. Unnatti Jain has appointed Company Secretary and Compliance Officer of the Company w.e.f. 24^th May, 2023.

Pursuant to the amendments in the Companies (Appointment and Qualification of Directors) Rules,

2014, all the Independent Directors of the Company have registered themselves with the Databank of Independent Directors. The Directors who were not exempted from the requirement of appearing in the online proficiency test, have successfully qualified in the same.

10. INDEPENDENT DIRECTORS :

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015) for fulfilment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company.

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different point of view and experiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identifies potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board.

The Independent Directors have been appointed for a fixed tenure of five years from their respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in more than seven listed entities.

During the year under review, the Independent Directors met on January 31, 2024, inter alia, to discuss:

(a) Evaluation of the Performance of Non-Independent Directors and the Board of Directors as a whole.

(b) Evaluation of the Performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

(d) Other related matters.

The Independent Directors have expressed satisfaction at the robustness of the evaluation process, the Board's freedom to express its views on matters transacted at the meetings and the openness and transparency with which the Management discusses various subject matters specified on the agenda of meetings.

11. INDUCTION PROGRAMME FOR NEW DIRECTORS AND ONGOING FAMILIRIAZATION PROGRAMME FOR EXISTING INDEPENDENT AND NON-INDEPENDENT DIRECTORS :

An appropriate induction programme for new Directors and ongoing familiarization with respect to the business/working of the Company for all Directors is a major contribution for meaningful Board Level deliberations and sound business decisions.

At the time of appointing a Director, a formal letter of appointment is given to him/her which, interalia, explains his/her role, function, duties and responsibilities and the Board's expectations from him/her as a Director of the Company. The Director is also explained in detail the compliances required from him/her under the Act, SEBI Regulations and other relevant regulations and his/her affirmation taken with respect to the same.

A Presentation is also shared with newly appointed Director giving an overarching perspective of the industry, organizational set-up of the Company, the functioning of various divisions/departments, the Company's market in which it operates, governance and internal control process and other relevant information pertaining to the Company's business.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and equips him/her to effectively fulfill his/her role as the Director of the Company.

12. COMPOSITION OF BOARD OF DIRECTORS :

The Company's Board comprises of Six Directors -Two of them are Executive Directors, One is NonExecutive Non-Independent Director and remaining three are Non-Executive Independent Directors. The Chairman of the Board is Executive Director. The number of Non-Executive Independent Directors is 50% of the total strength of the Board.

During the year, there were Four (4) Board Meetings held on 24/05/2023, 27/07/2023, 27/10/2023, and 29/01/2024. The attendance of the Directors in the Board Meetings and last Annual General Meeting is given here below-

Meetings held during the year are expressed as number of meetings eligible to attend.

ED - Executive Director NED - Non- Executive Director ID - Independent Director

13. BOARD COMMITTEES :

The Board has constituted the following Committees of Directors:

(a) AUDIT COMMITTEE :

The constitution of Audit Committee meets with the requirements of Section 178 of the Companies Act, 2013.

i. Terms of Reference :

The Audit Committee acts as link between Statutory and Internal Auditor and the Board of Directors. It assists the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's statutory and internal audit activities. Majority of the members on the Committee, including the Chairman are Independent Directors. The Committee is governed by a Charter which is in line with the regulatory requirements mandated under Section 177 of the Companies Act, 2013 read with the Rule 6 of The Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Regulations. The terms of reference of the Audit Committee are as follows -

(1) oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statements is correct, sufficient and credible;

(2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(4) reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

(a) matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c)of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate commendations to the board to take up steps in this matter;

(7) reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity with related parties;

(9) scrutiny of inter-corporate loans and investments;

(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

(14) Discussion with internal auditors of any significant findings and follow up there on;

(15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

(16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

(18) To review the functioning of the whistle blower mechanism;

(19) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of the audit committee;

(21) Review of Management's discussion and analysis of financial condition and results of operations;

(22) Review of Statement of significant related party transactions (as defined by the audit committee), submitted by management;

(23) Review of Management letters / letters of internal control weaknesses issued by the statutory auditors;

(24) Review Internal audit reports relating to internal control weaknesses; and

(25) Review the appointment, removal and terms of remuneration of the chief internal auditor;

(26) Review of Statement of deviations if any; and

(27) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board or specified/ provided under the Companies Act, 2013 or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") or by any other regulatory authority.

ii. Composition :

The Audit Committee comprises of three members, all of which are Independent Directors.

Following are the members of the committee :

The Audit Committee met for Four (4) times during the year i.e. on 24/05/2023, 27/07/2023, 27/10/2023, and 29/01/2024. The attendance of Members at the Audit Committee was as follows:

Meetings held during the year are expressed as number of meetings eligible to attend.

iii. The Powers of the Audit Committee include :

• To investigate any activity within its terms of reference.

• To seek information from any employee.

• To obtain outside legal or other professional advice.

• To secure attendance of outsiders with relevant expertise, if it considers necessary.

iv. Internal Financial Controls and Governance Process :

a. Review the adequacy and effectiveness of the Company's system and internal controls.

b. Review and discuss with the Management, the Company's major financial risk exposures and steps taken by the Management to monitor and control such exposure.

c. To oversee and review the functioning of vigil mechanism (implemented in the Company as Ethical view Reporting Policy) and to review the findings of investigations into cases of material nature and the actions taken in respect thereof.

All the Members of the Audit Committee possess the requisite qualification for appointment on the Committee and have sound knowledge of finance, accounting practices and internal controls.

The Representative of the Statutory Auditors are permanent invitees to the Audit Committees.

They have attended all the Audit Committee Meetings held during the year. The Chief Financial

Officer (CFO) attended the meetings of Committee. The Company Secretary is the Secretary to the all the Committee Meetings of the Company.

(b) STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Stakeholders Relationship Committee comprises of three Members all of which are Independent

Directors. The Committee is governed by a Charter.

i. Terms of Reference :

The terms of reference of the Committee are as follows -

a) To scrutinize and approve registration of transfer of shares/ debentures/ warrants issued / to be issued by the Company;

b) To decide all questions and matters that may arise in regard to transmission of shares / debentures / warrants issued / to be issued by the Company;

c) To approve and issue duplicate shares / debentures / warrants certificates in lieu of those reported lost;

d) To refer to the Board and any proposal of refusal of registration of transfer of shares / debentures / warrants for their consideration;

e) To look into Shareholders and investors complaints like transfer of shares, non- receipt of annual reports, non-receipt of declared dividends, etc.;

f) To delegate all or any of its powers of Officers/ Authorized Signatories of the Company;

g) To issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

h) To issue and allot debentures, bonds another securities, subject to such approvals as may be required;

i) To approve and monitor Dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

j) To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend/interest, change of address for correspondence etc. and to monitor action taken.

ii. Composition :

The constitution and terms of reference of the Stakeholders Relationship Committee is in pursuance of Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and Section 178(5) of the Companies Act, 2013.

Following are the members of the committee :

The Committee met Four (4) times during the year i.e. on 24/05/2023, 27/07/2023, 27/10/2023, and 29/01/2024. The attendance of Members at the Stakeholder Relationship Committee was as follows:

Meetings held during the year are expressed as number of meetings eligible to attend. iii. Powers of the Committee :

The Powers of the Stakeholder Relationship Committee include :

(i) To approve and monitors transfers, transmission, splitting and consolidation of securities and issue of duplicate certificates by the Company;

(ii) To look into various issues relating to shareholders, including the redressal of Shareholders' and investors' complaints like transfer of shares, non-receipt of Balance Sheet, dividend etc.; and

(iii) To carry out the functions envisaged under the Code of Conduct for Prevention of Insider trading, which is effective from 15^th May, 2015.

Details of Investor Complaints Received and Redressed during the year 2023-24 are as follows:

(c) NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee is governed by a Charter. The Chairman along with

the other members of the Committee are Independent Directors.

i. Terms of Reference :

The terms of reference of the Committee inter alia include the following -

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

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

(5) 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.

ii. Composition :

The Composition of the Committee is composed pursuant to the Section 178 of the Companies

Act, 2013.

Following are the members of the committee :

The Nomination and Remuneration Committee met for one time during 2023-2024 i.e. on 29/01/2024.

Meetings held during the year are expressed as number of meetings eligible to attend. INDEPENDENT DIRECTORS MEETING :

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non Independent Directors and members of the management. All the independent directors shall strive to be present at such meeting

The independent directors in their meeting shall, inter alia-

(a) Review the performance of non-independent directors and the board of directors as a whole;

(b) Review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors;

(c) Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties;

Independent Directors met 1 (one) time during the year on January 29, 2024 and attended by all the Independent Directors i.e. Mr. Nandkumar Pareek, Mr. Toby Anthony and Mathura Prasad Sharma.

14. BOARD EFFECTIVENESS :

a. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS :

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry, in which the Company operates the business model etc. The same is also available on the website of the Company and can be accessed.

b. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee respectively. The Chairman of the Board of Directors individually get an overview of the functioning of the Board and its constituents interalia on the following broad criteria i.e. attendance and level of participation independence of judgment exercised by Independent Directors, interpersonal relationship etc.

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 judgement 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 was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

c. KEY MANAGERIAL PERSONNEL :

The following persons have been designated as Key Managerial Personnel of the Company pursuant to the Section 2 (51) and 203 of the Companies Act, 2013 read with rules thereunder -

1. Mr. Ashok Somani - Chief Financial Officer and Director

2. Mr. Bhavin Sheth - Chief Executive Officer and Director

3. Ms. Unnatti Jain - Company Secretary and Compliance Officer of the Company

During the year under review, Mrs. Unnatti Jain appointed as Company Secretary and Compliance Officer of the Company w.e.f. 24^th May, 2023.

15. MEETINGS :

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review there were Four (4) Board Meetings, Four (4) Audit Committee Meetings, Four (4), Stakeholders Relationship Committee Meetings and One (1) Nomination and Remuneration Committee Meeting were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The attendance of Meetings are enumerated in the table below -

Board Meetings Held During the Year

Audit Committee Meetings Held During the Year

Stakeholders Relationship Committee Meetings Held During the Year

Nomination and Remuneration Committee Meetings Held During the Year

Independent Director Meeting Held During the Year

16. DIRECTOR'S RESPONSIBILITY STATEMENT :

In terms of Section 134 of the Companies Act, 2013, We, the Directors of Chemo Pharma Laboratories Limited, state in respect of Financial Year 2023-2024 that:

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

b) The Directors have selected the accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

c) 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.

d) The Directors have prepared the Annual Accounts on a going concern basis.

e) The Directors have ensured that Proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f) The Directors reviewed that systems are in compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS :

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

18. RELATED PARTY TRANSACTIONS :

There was one Related Party Transactions pursuant to Section 188 (1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosures pursuant to Accounting Standards on related party transactions have been made in the note no. 19 of Notes to Financial Statements.

The policy on Related Party Transaction approved by the Board has been hosted on the website of the Company.

19. DEPOSITS :

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

20. PARTICULARS OF EMPLOYEES :

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all Shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

21. STATUTORY AUDITORS :

The Auditors, M/s Sanjay Rane & Associates LLP, Chartered Accountants were appointed as Statutory Auditors for a period of five continuous years from the conclusion of 79^th AGM held during the year under review till the conclusion of 84^th AGM.

Certificate from the Auditors has been received to the effect that they are eligible to act as auditors of the Company and their appointment would be within the limits as prescribed under Section 141 of the Act.

The Auditors have confirmed that they have subjected themselves to the peer review process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

As per the requirement of SEBI Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India and the same has been put up in the Notice of Annual General Meeting for approval of the members of the Company.

However, as per Companies (Amendment) Act, 2017 notified on 7^th May, 2018 the provisions regarding the ratification of auditor has been done away

22. AUDITOR'S REPORT :

The Statutory Auditors for the financial year ended March 31, 2024 does not contain any adverse comments or qualifications on the financial statements of the Company.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS :

There is no material transaction during the year.

24. SECRETARIAL AUDIT :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s. Kavita Khatri & Associates, Practising Company Secretaries, as Secretarial Auditor of the Company for the financial year 2023-24. The Report of the Secretarial Auditors is enclosed as "Annexure C" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. INTERNAL AUDIT :

The Board of Directors on recommendation of Audit Committee appointed M/s. Sarda Soni Associates LLP, Practicing Chartered Accountants, to undertake the Internal Audit of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.

26. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required under Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, etc. are not given as there has not been any manufacturing operation during the under report. A copy of Statements of Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 have been Annexed along with Board's Report in "Annexure B".

27. ANNUAL RETURN :

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 the Annual Return of the Company as on March 31,2024 is available on company's website at www.thechemopharmalaboratoriesltd.com

28. CORPORATE GOVERNANCE :

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, which is effective from 01st December, 2015, the Company is not required to comply with provisions of Corporate Governance as its Paid-up capital is less then Rs. 10 Crore and its net worth is also less than Rs. 25 Crore as on 31/03/2024.

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY :

The Company has a Vigil Mechanism/ Whistle Blower Policy in place since 2014 pursuant to the Section 177(9) of the Companies Act, 2013 read with Rule 7 of (the Companies of Board and its Powers) Rules, 2014 for reporting the genuine concerns of Directors and Employees and also provide adequate safeguards against victimization of persons who use such mechanism. The details of this policy are published on the website of the Company.

30. INTERNAL FINANCIAL CONTROL POLICY :

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

31. CODE OF CONDUCT OF INDEPENDENT DIRECTORS :

As per the requirement of Schedule IV of the Companies Act, 2013, the Board of Directors have adopted Code of Conduct of Independent Director in its meeting held on 26/09/2014, for the fulfillment of their responsibilities in a professional and faithful manner and to promote confidence of the investment community, particularly minority shareholders, regulators of the Company, a copy of detailed policy is published on the website of the Company.

32. PERFORMANCE EVALUATION POLICY :

As per the Listing Agreement entered into with the Company, every Listed Company needs to adopt Performance Evaluation Policy for annual evaluation of the Board of Directors and of its own performance (self-appraisals) and that of its committees and individual Directors as mentioned under the Clause (p) of Sub-section (3) of Section 134 of the Companies Act, 2013.The Company adopted it in its meeting dated 29/09/2014, details of this Policy is published on the Website of the Company.

33. RISK MANAGEMENT POLICY :

The Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Companies Act, 2013.

34. ADOPTION POLICIES UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 :

The Board of Directors had adopted the policies prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in its meeting dated 21st January, 2016, copies of which is hosted on website of the Company.

The Polices which were adopted are as follows -

a. Archival Policy

b. Policy on Determination of Materiality of Events or Information Materiality

c. Policy on Preservation of Records

d. Policy on Materiality of Related Party

35. PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT THE WORKPLACE :

TThe Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed there-under, the Company has formulated a well defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. The said policy has been uploaded on the website of the Company.

An Internal Complaint Committee (ICC) has been set up comprising of two female and one male employee. One of the female employees is the Chairperson and a female member is the Secretary of the Committee. There is one external male member on the Committee who is a specialist in dealing with such matters. Apart from the above, there is one female nodal person to receive and forward complaints either to the First Instance Person (FIP).

36. PROHIBITION OF INSIDER TRADING :

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into force on 15th May, 2015. Pursuant thereto, the Company has formulated and had adopted a Code for Prevention of Insider Trading. Further the SEBI notified Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 on 31^st December, 2018 directing the listed entities to adopt revised code of conduct as per the amendments listed in the circular.

The Company adopted the new Code of Conduct for Prevention of Insider Trading to Regulate, Monitor and Report Trading by Insiders. This code is applicable to all key managerial personnel, connected persons and designated person of the Company and the persons who have access to unpublished price sensitive information relating to the Company.

The Board of Directors in its meeting held on 27^th May, 2019 adopted the policy. A Copy of Detailed Policy is hosted on the website of the Company.

37. GENERAL BODY MEETINGS :

(a) Location and time where last three Annual General Meetings were held:

Annual General Meetings

No resolution has been passed through Postal Ballot

38. OTHER DISCLOSURES :

a. Subsidiary Companies :

The Company has No Subsidiary Companies.

b. Disclosure of Accounting Treatment :

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India along with Indian Accounting Standards under the Companies (Indian Accounting Standards) Rules, 2015 to the extent applicable. The Financial Statements have been prepared on their historical cost convention and in accordance with the normally the normally accepted accounting principles on accrual basis.

39. MEANS OF COMMUNICATION :

1. Quarterly Results:

The Company has submitted Audited and Un-audited Quarterly Results to the Bombay Stock Exchange.

2. Newspapers wherein normally published: Free Press Journal, Mumbai Nav Shakti, Active

Times and Mumbai Lakshwadeep.

3. Whether Management Discussion & Analysis Report is a part of Annual Report : Yes.

40. GENERAL SHAREHOLDER INFORMATION :

(a) AGM DATE, TIME AND VENUE : Annual General Meeting will be held on Monday, September

23, 2024 at the Registered Office of the Company situated at 5, Kumud Apartment CHS Limited, Karnik Road Chikan Ghar, Kalyan, Thane - 421 301 at 04:00 p.m.

(b) FINANCIAL CALENDAR FOR 2024-2025 :

Tentative Schedule

(c) DATE OF BOOK CLOSURE AND RECORD DATE : Share Transfer Register will be closed from September 17, 2024 to September 23, 2024 (both days inclusive) and Record Date will be September 16, 2024

(d) Dividend payment date: Not Applicable

(e) Company's Shares are listed on Bombay Stock Exchange

(f) Stock Code: 506365

(g) MARKET PRICE DATA: HIGH, LOW DURING EACH MONTH IN LAST FINANCIAL YEAR (2023-2024)

(h) REGISTRAR AND SHARE TRANSFER AGENT :

The Registrar and Share Transfer Agent of the Company is Purva Sharegistry (India) Private Limited (SEBI Reg. No.-INR000001112) for handling and dealing with all aspects of investor servicing relating to shares in both physical and DEMAT Form.

The Contact Details of our Registrar and Share Transfer Agents are as follows: Purva Sharegistry (India) Private Limited

(i) SHARE TRANSFER SYSTEM WITH NUMBER OF SHARES TRANSFERRED :

Shares transfers in physical form are registered and returned within a period of 15-20 days from the date of receipt, in case documents are completed in all respects. The Stakeholders Relationship Committee meets periodically. The total numbers of shares transferred during the financial year under review were as below:

(j) Dematerialization of shares and liquidity: Yes

(k) Outstanding GDRs/Warrants, Convertible Bonds, conversion date and its impact on equity: Nil

(l) DISTRIBUTION OF SHARES AS ON 31/03/2024 :

DISTRIBUTION OF SHAREHOLDING AS ON 31^st MARCH, 2024 INE320M01019 - CHEMO PHARMA LABORATORIES LIMITED

(m) DISCLOSURE IN REGARD TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 :

Information as per Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company can be obtained by an interested shareholder by submitting a written request to the Company Secretary. This practice is followed as per the provisions of Section 136 (1) of the Act. Thus, the Report and the Accounts are being sent to all shareholders, excluding the information on employees' particulars under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(n) REDRESSAL OF SHAREHOLDERS GRIEVANCE :

The Shareholders of the Company can send their complaints/grievances to either the address of Registered Office as mentioned above or to the Registrar and Share Transfer Agents or to the Corporate Office of the Company which is following :

Chemo Pharma Laboratories Limited

3^rd Floor, Empire House, 214, Dr. D. N. Road, Fort, Mumbai - 400 001.

You can also post your query to our Email Address i.e. chemopharmalab@gmail.com

OR

Purva Sharegistry (India) Private Limited

Unit No. 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, Lower Parel (E), Mumbai - 400011 You can also post your query to Email Address i.e. support@purvashare.com

41. POSTAL BALLOT :

There were no resolutions passed through Postal Ballot Mode.

42. ANNUAL LISTING FEES :

Pursuant to Regulation 14 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has paid the Listing Fees for the period 01/04/2023 - 31/03/2024.

Further, the Company has paid Annual Custody Fees for the financial year 2023-24 to both the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSl) within the stipulated time.

43. ENHANCING SHAREHOLDERS VALUE :

Our Company believes that its Members are among its most important stakeholders. Accordingly, our Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Our Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

44. CAUTIONARY STATEMENT :

Statements in the Board Report and the Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be 'forward-looking statements' within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed in the statement. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward looking statements that speak only as of their dates.

GENERAL :

Your Directors state that no disclosure or reporting is required in respect of the following matters as

• there were no transaction on these matter during the years under review.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank or Financial Institution.

• There was no revision in the previous financial statements of the Company.

45. ACKNOWLEDGEMENT :

The Directors of the Company are thankful to the Central and State Government Departments for their continued guidance and Co-operation. The Directors also gratefully to all valuable stakeholders of the Company viz. customers, Members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

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