Heranba Industries AR2023

Heranba Industries Limited
Annual Report 2022-23
Perseverance
in the Face of
Challenges
Inside this document
02 Strategic
Review 42
Statutory
Reports
02 About Heranba Industries 42 Corporate Information
04 Robust Brand & Product Portfolio 43 Notice
06 Business Verticals 62 Board’s Report
08 Manufacturing Infrastructure
87 Report on Corporate Governance
12 R&D Capabilities
102 Business Responsibility and
14 Geographical Presence Sustainability Report (BRSR)
16 Chairman’s Address
18 Message from the MD
20 Value Creation Model
22
24
Strategic Priorities
Key Performance Indicators 131 Financial
Statements
26 Board of Directors
131 Standalone Financial Statements
28 Corporate Governance Framework
185 Consolidated Financial Statements
30 Risk Management Framework
32 Corporate Social Responsibility
34 Management Discussion and Analysis
Perseverance in the
Through the relentless pursuit of enhancing our
Forward Looking Statement Sadashiv K Shetty chemistry, we have consistently delivered innovative
Face of Challenges
This document contains statements Chairman and agrochemical solutions that cater to the ever-
about expected future events, financial Executive Director evolving needs of the agricultural sector. This
and operating results of Heranba unwavering commitment to advancements has
Industries Limited, which are forward- Amidst a turbulent year of industry garnered us a prestigious position in our industry.
looking. By their nature, forward-looking “Our financial strength gives headwinds and a challenging market
statements require the Company to us the confidence to continue landscape, our unwavering resolve Even during this downturn, we have remained
make assumptions and are subject to pursuing our long-term objectives, resolute in pursuing our strategic initiatives. Our
and resilience have shone brightly. expansion projects moved ahead undeterred,
inherent risks and uncertainties. There is regardless of short-term As a distinguished manufacturer of
a significant risk that the assumptions, investments in product development persevered,
headwinds.”
predictions, and other forward-looking agrochemicals and crop protection and our long-term vision stayed intact. Embracing
statements will not prove to be accurate. Learn more on page 16 solutions, we have successfully that cycles are an intrinsic part of business, we
Readers are cautioned not to place confronted the ongoing obstacles faced steadfastly adhere to our vision, undeterred by
undue reliance on forward- looking transient market fluctuations.
by the entire agrochemical industry
statements as a number of factors could
cause assumptions, actual future results,
throughout the past year. One of the pillars bolstering our resilience is our
and events to differ materially from robust capital structure, coupled with minimal debt.
those expressed in the forward-looking At Heranba, our ability to weather the This financial fortitude grants us the freedom to
statements. Accordingly, this document Raghuram K Shetty storm stems from a solid foundation think long-term, invest in research and development,
is subject to the disclaimer and qualified Managing Director built upon robust financial strength, fully and seize growth opportunities. By nurturing a
in its entirety by the assumptions, integrated manufacturing infrastructure, future-oriented approach, we are primed to navigate
qualifications, and risk factors referred and robust in-house research and market cycles and emerge even stronger.
to in the management’s discussion and “Our efforts to tap new markets development capabilities.
analysis of Heranba Industries Limited’s are progressing well, further Our unwavering focus on strategic pursuits,
Annual Report, FY23. supported by the Sarigam plant. even in the face of industry headwinds,
We are actively pursuing product epitomises our dedication to long-term
registrations for both technicals growth. Going forward, we stand poised
and formulations to strengthen our to perpetuate our trajectory of success,
presence in international markets.” Learn more solidifying our position as a pivotal force
www.heranba.co.in within the agrochemical industry.
Learn more on page 18
2 Strategic Review Statutory Reports Financial Statements 3
About Heranba Industries

Key Strengths of HIL
Heranba Industries
Driven by the first-generation promoters
Sadashiv K. Shetty and Raghuram K. Shetty,
and its purpose

Heranba Industries embarked on its journey by
initially manufacturing intermediates. Over time, Expansive presence
their strategic foresight led the company to across value chain
expand and diversify operations, encompassing We have strategically positioned ourselves across
the production of technicals and formulations. As the complete value chain of synthetic pyrethroids
a result, Heranba Industries has evolved into a and other active ingredients in the agrochemicals
Founded in 1992, Heranba Industries Limited (HIL) stands as a prominent player in the Indian prominent integrated player in the agrochemical sector. Manufacturing intermediates, technicals, and
agrochemical sector. Committed to empowering farmers and enhancing agricultural yields, industry, boasting a comprehensive presence formulations, provides us flexibility and empowers us to
throughout the entire value chain. adapt and optimise our product offerings according to
HIL aims to deliver cutting-edge solutions by leveraging the power of chemistry. market conditions, ensuring we meet the needs of our
customers effectively.
Heranba Industries embodies the epitome of exceptional chemistry. Our extensive range of pesticides comprises
insecticides, herbicides, fungicides, and public
health products designed for effective pest Extensive product registrations
control. With an extensive understanding and & international presence
expertise in agrochemicals, bolstered by robust
manufacturing capabilities, a steadfast focus on With our product & technical strengths and
research and development, and a wide-reaching collaborations with our international distribution partners,
we have secured registrations for 892 products in 51
network of dealers and distributors, we are
countries worldwide. This ability significantly aids us in
poised to emerge as a formidable global force in
expanding our global market presence, enabling us to
the agrochemical sector. effectively reach customers around the world.
Robust domestic brand

& product portfolio
We serve farmers across the country through our vast

dealer network of over 10,000+ dealers and distributors
(including dealers of the subsidiary company), supported
by 21 stock depots strategically located across 19 states
Our Mission and union territory in India. This extensive distribution
infrastructure ensures efficient and widespread
Our mission is to improve crop availability of our products to meet the needs of our
productivity and public health. valued customers nationwide.
We are committed to the
wellness of world citizens and
Esteemed institutional
are passionate about providing clientele
innovative products to farmers
that enhance farm efficiency. Heranba Industries serves a wide range of domestic and
multinational agrochemical companies globally, including
4 70+ 850+ UPL, Rallis, Tagros, Gharda Chemicals, ADAMA,

Dhanuka, PI Industries, Meghmani, Sumitomo, Sulphur
Manufacturing facilities International presence Team strength across Mills, Biostadt India, Crystal Crop Protection, and more.
across Gujarat across 70+ countries all functions This diverse customer base underscores our commitment
to meeting the needs of the agrochemical industry while
strengthening our presence in the global market.
60+ 10,000+ 41% First-generation technocrat

Active international Dealers across 19 states Revenue derived from promoters & professional team
customers* & UT robust exports
Heranba Industries has an optimum blend of youth
and experience that is vital to the Company’s growth
892 16,224 MTPA 370+ and evolution. With the first-generation promoters
boasting over 3 decades of hands-on experience in the
Cumulative product registrations Aggregate capacity Products agrochemicals sector, they bring valuable expertise &
wisdom to the table. Additionally, the second generation
& 182 registration in pipeline across 4 plants commercialised till date of promoters has actively engaged in business operations
and is carrying the baton forward, ensuring a seamless
*Institutional Customers includes Technical Exports, Technical Domestic, Branded Formulation and Public Health Clients
transition and continued success for the company.
Heranba Industries Limited Annual Report 2022-23

Robust Brand & Product Portfolio
An expansive brand
and product portfolio
Brand Launches in FY23 Intermediates
Heranba takes immense Product Portfolio Highlights HAURIS, FENAXYL, QUIZ,
pride in providing farmers
892 51 countries
QUIZ SUPER, TRIANOL, MANTRA GR Cypermethric Acid Chloride (CMAC) High CIS CMA
with high-quality products &
solutions that offer a diverse Cumulative product Product registration across High CIS CMAC High Trans CMA High Trans CMAC
range of options, ultimately registrations 51 countries Bromobenzene Metaphenoxy Benzaldehyde (MPBD)

leading to enhanced crop
Metaphenoxy Benzyl Alcohol (MPBAL) NPBR
182
yield and increased incomes. Key markets include India,
Middle East, CIS, Asia,
Our comprehensive portfolio Product registrations North America, South East
encompasses intermediates, in pipeline Asia and Africa
technicals, and formulations, Technicals
including public health
products. Our public health Registrations of manufacturing & sales in India
offerings extend beyond Insecticides
agriculture and are supplied
to pest control companies and 44 260 Cypermethrin Deltamethrin Alpha Cypermethrin
various governmental health Technicals Formulations Acephate Lambda Cyhalothrin Permethrin
departments.
Profenophos Temephos Theta Cypermethrin
Registrations of manufacturing & sales for export markets
Thiamethoxam Imidacloprid
184 404
Technicals Formulations
Fungicides
Tricyclazole Hexaconazole Tebuconazole
Top Selling Brands

ASTRON, ANIKA, PROGRESS PLUS, Herbicides
HERACLAIM, GLORY
Glyphosate Metribuzin Clodinafop
Bispyribac Sodium
Formulations
Emulsifiable Concentrate (EC) Capsule Suspension (CS)
Suspension Concentrate (SC) Oil Dispersion (OD)
ZC Formulation Concentrated Aqueous Emulsions (EW)
Suspoemulsion (SE Formulations)
Water Dispersible Granule (WDG)

Business Verticals
Heranba’s complementary
business verticals
Technicals (Domestic) Technicals (Exports) Formulations (Branded) Formulations (Exports)
Our primary focus lies in the manufacturing and Manufacturing technicals to cater to the export Domestically, our branded insecticides, herbicides, Another area of operations for the Company is in
sale of technicals in bulk to both domestic and market is a key focus area for us. We supply fungicides, are effectively marketed through our the manufacturing of formulations dedicated to the
multinational agrochemical companies. These technicals to agrochemical companies worldwide, extensive pan-India distribution network. In our export market, supplied to agrochemical companies
companies then utilise our high-quality technicals as having obtained the necessary approvals & robust distribution infrastructure, we have set up worldwide. We have a robust portfolio of product
raw materials to produce various formulations. By registration for many products, and ensuring 21 depots located in 19 states and union territory, registrations, and are actively working on securing
providing them with superior quality technicals, we compliance with export market regulatory standards. strategically positioned to efficiently serve our further registrations for export markets, while also
enable our valued partners to develop and deliver Additionally, we are currently in the process of customers. Furthermore, our strong network expanding our product portfolio to meet the evolving
effective formulations to meet the diverse needs of securing registrations for additional technicals, comprises over 10,000+ dealers (including dealers demands of global customers.
farmers and agricultural stakeholders. which will further expand our product offerings and of the subsidiary company), ensuring widespread
enable us to meet the evolving demands of the availability of our products at retail touchpoints and
international market. providing farmers with convenient access to our
diverse range of offerings.
Sales Sales Sales Sales

(In ₹ crore) (In ₹ crore) (In ₹ crore) (In ₹ crore)
522 475 464 397 159
145
392 334
390 397 371 124
342 110
331 256
304 90
181 181
FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23
Contribution Contribution Contribution Contribution

(In %) (In %) (In %) (In %)
36 39 39 30 13
33 32 32 36 12
30 32
23 10
28 21 09 09
18 19

Manufacturing Infrastructure
Robust manufacturing
infrastructure
In order to cater to a wide range of

4 16,224 MTPA 249
Heranba’s cutting-edge manufacturing facilities are
equipped with state-of-the-art technology and staffed
customers both domestically and with highly skilled experts, ensuring the production
internationally, the Company has of top-notch products. Our manufacturing prowess Manufacturing Aggregate manufacturing Reactors installed
established a robust manufacturing encompasses four distinct units, adept at handling facilities capacity across 4 facilities
diverse chemistries and a multitude of reactions.
infrastructure capable of efficiently catering
large volumes and intricate processes.
42,502 SQ MT 1,37,416 SQ MT
Total area Additional area available
in use for expansion
Key reaction capabilities

We possess exceptional chemical competency with the ability to deliver diverse & complex chemical reactions
through our state-of-the-art facilities.
Ammonolysis Hydrolysis Favorski
Cyanation Methoxylation Halogenation
Esterification Condensation Isomerisation
Friedel Crafts Cyclisation

Manufacturing Infrastructure (Continued)
UNIT- I GIDC, Vapi UNIT- III GIDC, Sarigam UNIT- IV GIDC, Vapi Sayakha
• Heranba’s first facility to manufacture various • ISO 9001: 2015 certified facility equipped with • Unit-IV is the Company’s facility to manufacture • The Company possesses a decent land parcel at
technical grade Synthetic Pyrethroids and modern formulation and packing facilities capable Liquid Bromine, Phenol, Ammonium Chloride Saykha for expansion of its current operations
Organophosphorus products and their of handling large capacities of liquid, powders and Powder, Poly Ammonium Chloride and Powder,
intermediates granules • It has already received an EC from the Ministry
Copper Hydroxide, Bromobenzene, Pure
of Environment, Forest & Climate Change,
• Large scale manufacturing unit for insecticides, • It specialises in various formulations such as EC, SC, Benzene
Government of India to set up its manufacturing
herbicides, fungicides & their intermediates SL, SE, EW, CS, ZC, FS, SP, WP, WS, and WDG • The commercial production from this Unit-IV unit with an annual capacity of 10,680 MTPA at
• ISO 14001:2015 certified unit with a large-scale • Recently, also installed setup of spray drying facilities commenced in FY22. This facility is in line with the Saykha site
production house for WDG formulations for various formulations of the Company’s commitment and promises
• It has also received a Consent to Establish (“CTE”)
sulphur such as WDG and specific combination towards fostering sustainable growth
from the Gujarat Pollution Control Board (“GPCB”)
formulations of sulphur such as Sulphur/Imidacloprid • This site has a large volume production facility for the manufacturing of pesticides, intermediates,
UNIT- II GIDC, Vapi 70 WG/COC WG, Sulphur/Tebuconazole, and other to produce the highest purity products from fungicides, herbicides and insecticides
such spray-dried granulated products by-products and Intermediates, which have
• In addition to the above, the Company has
• Equipped with a rooftop solar plant that generates agrochemical applications
• Manufacturing Cypermethric Acid Chloride also acquired two additional industrial plots at
(CMAC) and all other Isomers/derivatives of 185.0 KW per annum energy, utilised for captive • This facility enables the Company to become Saykha Industrial Estate for further expansion of
CMAC as per internal & customer requirements consumption self-dependent, mainly for Bromine recovery, its manufacturing units. Out of this one unit has
• The new technical plant at Sarigam is intended without relying on external job workers already received Consent to Establish a plant from
• Manufactures Cypermethrin and Alpha
to cope with the increasing demand for different Gujarat Pollution Control Board
Cypermethrin technicals
segments including branded, bulk and exports
• Recently acquired an industrial plot adjacent
to the existing site to enhance its production • The Company expects to commission additional
capacities and upgrade Unit II’s environmental capacity of technicals and their intermediates by end
pollution control facilities of Q2FY24

R&D Capabilities
The foundation
of Heranba
With a strong commitment to research and Our dedicated team of chemists, engineers, and
scientists work tirelessly to push the boundaries,
development (R&D), Heranba excels in harnessing driving forward our mission to deliver innovative
new technologies to continuously improve our solutions that meet the evolving needs of our
production processes, achieve unparalleled customers. Whether it’s enhancing the performance
of our current products or spearheading the
efficiencies, and elevate the quality of our existing commercialisation of new molecules, our R&D
products, while also working on commercialising capabilities are at the forefront of our success.
new molecules.
3 25 ₹3.9 crore
Dedicated R&D team strength consisting of R&D spends
state-of-art R&D centres scientist, engineers and chemists in FY23
The Company’s commitment to long-term sustainability

and market preeminence rests on its continuous
In 2020, the Company’s new R&D facility at Unit
III became operational, equipped with the latest
Key R&D focus areas
innovation, and its ability to develop and deliver technologies, equipment and processes. This
products that meet a wide range of customer needs, facility enables comprehensive research on active
ensuring consistent growth in scale of operations. ingredients and formulations, particularly for export
markets. Ongoing tests are being conducted on 01 New product
development 02 Improving process
efficiencies 03 Enhancing existing
product quality
To achieve this, the Company has allocated substantial fungicide products effective for rice, fruits, and
resources to its advanced R&D facilities, and employed vegetables, as well as herbicides and insecticide
them with exceptional talent. These facilities focus on products that exhibit effectiveness on soybean,
developing more efficient manufacturing processes maize, rice, cotton, groundnut, and sugarcane.
for the active ingredients and intermediates used
in herbicide, insecticide, and fungicide products. Our research and development endeavours are
Additionally, it explores development of new innovative bolstered by a team of highly qualified experts and
formulations for crop protection products. scientists. Equipped with cutting-edge equipment Quality control laboratory
and technology, they collaborate synergistically to
The R&D centre has been accorded the recognition enhance existing products and pioneer new ones. All three of our units are equipped with independent Moreover, we place a particular emphasis on
by Department of Scientific and Industrial and fully-functional quality control laboratories. These our export markets, and our labs enable us to identify
Research (DSIR), Ministry of Science & Technology, labs play a crucial role in consistently monitoring the and quantify impurities accurately. This capability is
Government of India, overseeing the standard of R&D R&D focus area in FY23 quality and consistency of raw materials, in-process crucial for meeting the specific demands of the export
establishments in India. We also have the certifications materials, and finished goods. To maintain the highest business vertical.
of ISO-9001: 2015 QMS, ISO-14001:2017. Further, standards of quality, we employ advanced equipment
the analytical laboratory has been accredited by NABL In FY23, our R&D team such as High-performance Liquid Chromatography
under ISO/IEC-17025:2017. worked on developing (HPLC), Gas chromatograph (GC), UV spectro-
three herbicides, three photometer, Moisture analyzer, Particle Size analyzer,
As part of a pilot project, a formulation development fungicides, and three and Electron Microscopes.
insecticides. Three By leveraging our state-of-the-art
lab has been established with state-of-the-art
equipment, including a bead mill, air jet mill, extruders,
of these compounds
Our quality control laboratories conduct equipment and rigorous testing protocols,
are being developed we can guarantee the precision and
and fluidized bed dryer. The R&D facilities at Units for sales in export
comprehensive tests, including classical methods such
I and II have also been acknowledged by the as melting and boiling point tests, as well as chemical reliability of our products, reinforcing our
markets such as the
Department of Scientific and Industrial Research, USA & Brazil. analysis of the materials. These tests ensure that our commitment to delivering the highest
Ministry of Science & Technology, Government of India. products meet the stringent quality requirements. quality standards to our customers.

Geographical Presence
Reaching customers
far and wide
Heranba takes pride in its extensive

presence across India and various countries
worldwide. Through gradual and strategic
expansion, the Company has made its
products available across the world.
We have achieved significant milestones by
successfully entering key markets, including the
USA and Europe, which have become valuable
associations for the Company. By establishing a
presence in these markets, Heranba believes it is
well-positioned to seize opportunities and capitalise
on the potential for growth. The Company’s expansion
into these key markets has strengthened its outlook
and reinforced its potential for future success.
Domestic Presence
Map not to scale, only for illustration purpose
Andhra Pradesh
Assam
Global Presence
Bihar
Chhattisgarh
Gujarat
Haryana ASIA EUROPE AFRICA AUSTRALIA
Himachal Pradesh
Afghanistan Lebanon Belgium Algeria Australia
Karnataka
Armenia Malaysia Bulgaria Egypt
Kerala
Madhya Pradesh
Bangladesh Mauritius Cyprus Ethiopia NORTH AMERICA
Cambodia Myanmar France Ghana
Maharashtra Canada
China Nepal Germany Ivory Coast
Odisha
Punjab Presence across Hongkong Oman Italy Kenya Dominican Republic
19
Indonesia Saudi Arabia Liechtenstein Madagascar Jamaica
Rajasthan Mexico
Iran Singapore Netherland Malawi
Tamil Nadu
Telangana
states & UT Iraq Taiwan Republic Of Belarus Nigeria Nevis
Jordan Thailand Russia Rwanda U.S.A.
Uttar Pradesh
Korea U.A.E Serbia Somalia
West Bengal Presence across Kuwait Uzbekistan Spain South Africa SOUTH AMERICA
UNION TERRITORIES 70+ Kyrgyzstan Vietnam Turkey
Ukraine
Swaziland
Tanzania
Argentina Ecuador
Jammu and Kashmir countries United Kingdom Tunisia
Brazil Peru
Chile Uruguay
Zimbabwe Colombia Venezuela

Chairman’s Address
A roadmap to our Dear Shareholders,
long-term vision
I hope this letter finds you in good health and This new facility will be instrumental in further
high spirits. I write to you with an update on strengthening our market position and supporting our
our Company’s performance for the financial growth strategy.
year 2022-23. As many of you may be aware,
we have faced several industry headwinds Furthermore, we are actively pursuing opportunities to
tap into new markets, particularly in developed ones,
and challenges during the previous year that
such as the US and Europe. Our efforts to expand
have impacted our financial results in FY23. our reach and diversify our customer base are in full
This is true for much of the agrochemicals and force. By entering these new markets, we aim to create
crop protection space. However, I am pleased additional avenues for growth and create long-term
to inform you that despite these near-term value for our shareholders.
obstacles, we have demonstrated resilience
“Our financial and maintained a strong position in the market. Despite the short-term challenges, we remain optimistic
strength gives us the about the long-term prospects of our industry. The
agrochemical sector has at times experienced cyclical
confidence to continue The challenges we encountered during this period
patterns, and we are confident that demand will
were primarily driven by industry headwinds and to
pursuing our long-term an extent an unfavourable global economic scenario. eventually rebound. Our focus on innovation and
objectives, regardless of There has been an inventory build-up in the trade product development positions us well to capitalise
channels post the Covid led price escalation across on future market opportunities. We are continuously
short-term headwinds.” the chemicals and agrochemicals value chain, a investing in research and development initiatives to
trend which is reversing now. This reversal has led ensure that we have a robust pipeline of products that
to destocking across the supply chain. Moreover, meet the evolving needs of our customers.
we experienced sluggish demand from some key
export regions. Consequently, the prices of base raw In addition to our product development efforts, we
Sadashiv K Shetty are also investing in operational efficiency and cost
materials and agrochemicals witnessed a persistent
Chairman and optimization. We believe that by streamlining our
decrease, impacting both our top line and bottom line.
Executive Director operations and leveraging better technology, we can
Nevertheless, it is important to note that these enhance our competitiveness and mitigate the impact
challenges and scenarios are not unfamiliar to us. of external challenges. Our goal is to emerge from
Throughout our Company’s history, we have weathered this challenging period as a leaner and more agile
many industry cycles and demonstrated remarkable organisation.
agility in the face of adversities. Our ability to navigate
through such cycles has been a testament to the We understand that you, as our valued shareholders,
strength and resilience of our organisation, and a have placed your trust in us, and we are committed
litmus test for our business model. to delivering sustainable growth and value. We are
focused on optimising our resources, enhancing our
One of the factors that have contributed to our operational efficiencies, and expanding our market
resilience in the current cycle is our robust capital presence. Our aim is to create long-term value for our
structure. We are proud to maintain a robust capital shareholders and ensure that we are well-positioned
structure with a net-debt free status, and our surplus to capture growth opportunities when the market
cash and cash equivalents provide us with the financial conditions improve.
stability needed to execute our growth oriented
projects while weathering this challenging period. This In conclusion, despite the challenges we faced during
financial strength gives us the confidence to continue the fiscal year 2023, I firmly believe that our Company’s
pursuing our long-term objectives, regardless of strong foundation and long-term focus will pave the
short-term headwinds. way for sustainable growth and value creation. We are
well-positioned to overcome the current obstacles and
Moving forward, we remain unwavering in our focus emerge even stronger. Thank you for your unwavering
Q2FY24 on our long-term priorities. Despite the short-term

headwinds, our commitment to product development
commitment to our Company.
Expected Commissioning of and research and development initiatives remains Yours sincerely,
Sarigam Expansion steadfast. We are dedicated to commercialising new
products for our upcoming Sarigam plant, and I am Sadashiv K Shetty
pleased to inform you that the work is progressing Chairman and Executive Director
in full swing. We expect the commissioning of the
Sarigam plant to take place by the end of Q2FY24.

Message from the MD
Navigating adversities These products have already demonstrated success at
with agility the pilot stage after receiving R&D clearance. Initially,
we will manufacture small batches of technicals for our
own branded formulations. Subsequently, once the
Sarigam technical plant starts commercial production,
Dear Shareholders, we plan to enter the institutional customer segment for
these products.
I hope this letter finds you well. I would
like to reflect upon and run you through Our efforts to tap new markets are progressing well,
the last financial year and provide you with “Our efforts to tap new further supported by the Sarigam plant. We are actively
an update on our Company’s performance markets are progressing pursuing product registrations for both technicals and
in context of the current scenario of the formulations to strengthen our presence in international
well, further supported markets. In the coming years, several technicals are
agrochemical industry.
by the Sarigam plant. set to go off-patent, providing us with opportunities
to commercialise these molecules worldwide. We
Undoubtedly, the past financial year has been a We are actively pursuing are particularly focused on registering some of these
challenging one, not only for our Company but for
the entire agrochemical industry in India and across
product registrations molecules in regulated markets.
the world. We faced headwinds arising from an for both technicals
Our strategic plan includes a comprehensive initiative
unfavourable global economic scenario, inventory and formulations to aimed at achieving $25 million in sales in the US
build-up in the system, and sluggish demand from key
export regions. These factors significantly impacted strengthen our presence market within the next few years. This underscores our
commitment to establishing a strong foothold in the
our overall performance. in international markets.” US, a significant market for our industry. Additionally,
we have an active pipeline of 10-12 molecules
As a consequence, our Revenue from Operations for
Raghuram K Shetty undergoing development by our dedicated R&D
the financial year stood at ₹1,324.38 crore, compared
Managing Director team. Depending on the receipt of necessary product
to ₹1,450.37 crore in the previous year. Additionally,
registrations and the success of our research and
our EBITDA margin for FY23 stood at 13.3%, down
development efforts, we plan to commercialise a few
from 19.2% in FY22, primarily due to lower sales,
new molecules in FY24.
reduced price realisations, and higher power and fuel
costs. Consequently, our Profit After Tax for the year
We have also strengthened our team with the addition
amounted to ₹110.11 crore, compared to ₹189.06
of a few senior industry veterans who possess
crore in FY22.
extensive experience in the industry. Our augmented
management bandwidth will be fundamental in
While these figures reflect the challenges we faced,
the development of new strategic initiatives of the
it is important to acknowledge the silver linings
Company.
amidst all of the uncertainty. Despite the testing
circumstances, our formulation products experienced
Looking ahead, our primary focus will be on
decent traction in both domestic and export markets.
strengthening our position in the pyrethroids segment,
This achievement underscores the resilience of our
particularly as the market shifts towards pyrethroids,
6
business model built on diversification over multiple
which are more environmentally friendly than
revenue verticals.
organophosphorus. This transition presents us with an
Central Insecticide Board and opportunity to become the dominant player in the crop
Moreover, despite the challenging year, I am pleased to
Registration Committee (CIB&RC) protection market.
report that Heranba’s Balance Sheet remains robust,
registrations between March and
with a ‘Net Debt Free’ status and a healthy gross
April 2023 In closing, I would like to express our gratitude to all
cash and cash equivalents balance of ₹118.63 crore
our stakeholders for their unwavering commitment in
as of March 31, 2023. This financial stability not only
the face of uncertainties. We deeply appreciate your
safeguards our operations but also fuels our CAPEX
trust and support. Together, we will forge a brighter
₹118.63 crore
plans, enabling us to invest in future growth.
and more inclusive future, creating value for all our
shareholders.
Another noteworthy accomplishment recently was Cash and Cash Equivalents
the receipt of 6 Central Insecticide Board and as of March 31, 2023 With regards,
Registration Committee (CIB&RC) registrations
between March and April 2023. These registrations
Raghuram K Shetty
align with our strategy to launch 5 new products
Managing Director
from the Sarigam technical plant.

Value Creation Model
Creating value
for all
Inputs n Outcomes
a tio Strategic Priorities
re
Enhancing and streamlining
C
Financial Capital Robust Financial Health
e
Mission production capacities and operations
Valu
• Total Equity • Revenue
₹816.11 crore ₹1,324.38 crore
To improve crop productivity
• CAPEX and public health. We are Commercialising new molecules • EBITDA
₹79.89 crore committed to the wellness ₹174.64 crore
• Net Debt of world citizens and are • PAT
Free Status passionate about providing Establishing presence in the US ₹110.11 crore
innovative products to and Europe markets
• EPS
farmers that enhance farm ₹27.52
efficiency.
Expanding the reach of
Technological & formulations and technicals vertical Superior Manufacturing
Infrastructure Capital in international markets Capabilities
• Total Manufacturing Capacity
• Manufacturing Facilities 16,224 MTPA
4 Strengthening and expanding the
• Cumulative Product
• R&D Centres branded formulations and public Registrations
3 health products segment 892
Strengths • Product Registration in
Pipeline
Presence in a wide range 182
of products across the entire value
• Product Registrations Across
chain of synthetic pyrethroids 51 Countries
Human Capital Committed Workforce

Product registrations in the domestic
• Employee Strength • Upskilled, Motivated and
850+
and international markets enabling
global outreach
Outputs Experienced Workforce
• R&D Team Strength

25 Business Verticals
Strong product portfolio and wide • Technicals (Domestic)
distribution network • Technicals (Exports)
Community and • Formulations (Branded) Community Development and
Environmental Capital • Formulations (Exports) Environmental Stewardship
• Committed & Invested

Diversified and stable customer base • Generated 202,000 kWh
Towards Sustainability Products Solar Power for Captive
Initiatives • Intermediates Consumption in FY23
Experienced technocrat promoters • Technicals
• Proactive Towards and professional management team • Formulations • Reduced Carbon
CSR, Having Deployed Footprint
Effective Solutions
Towards That End • Minimised Environmental
Impact

Strategic Priorities
Overlooking the
transient Heranba’s forward-thinking approach and proactive planning have been instrumental in its scale-up in the last
few years. As the Company ventures into new realms of operations, with developed markets taking centre
stage, it is fully committed to long-term strategic priorities. To ensure continued progress and elevate its
position, Heranba has established areas of focus i.e. strategic priorities that serve as a roadmap for growth.
These priorities not only enhance the existing business model but also enable the Company to navigate
industry challenges, like ones prevalent in the current context. By adhering to these strategic priorities,
Heranba aims to not only stay on track but also scale to new heights of success.
Expanding • With the upcoming capacity at the Sarigam unit, the Company has
strategic plans to expand its Technicals business vertical in both domestic
the reach of and export markets.

• Furthermore, there is a strong focus on obtaining product registrations
formulations for both technicals and formulations to strengthen the business in
international markets.
and technicals • The Company aims to take advantage of upcoming opportunities as
vertical in several technicals are set to go off-patent in the coming years. It plans to
commercialise these molecules worldwide, with a particular emphasis on
international registering these molecules in regulated markets.
markets
Enhancing and • The Phase-I expansion of the Sarigam facility is expected

to be completed by the end of Q2FY24. Commercialising • The Company has an active pipeline of 10-12 molecules that are currently
undergoing development by our dedicated R&D team. Depending on the
streamlining • The Company has plans to commercialise 5 molecules from this facility in new molecules receipt of necessary product registrations and the success of our research
and development efforts, Heranba plans to commercialise a few new
Phase-I. These products will cater to both domestic and export markets,
production and the Company aims to enhance its geographical diversification through
molecules in FY24.
the commercialization of this facility.
capacities and
• Moving forward, our primary focus will be on strengthening our position in
this segment. Additionally, the shift towards pyrethroids, which are more
• Additionally, the Company has made provisions for Phase-II at the
operations
environmentally friendly than organophosphorus, presents an opportunity for
Sarigam facility. This expansion will be initiated once the existing capacity
it to become the dominant insecticide segment in the crop protection market.
reaches optimal utilisation levels.
Strengthening • The Company is actively participating in international and domestic

agrochemical exhibitions and industry trade shows to promote its business on
Establishing • Heranba’s endeavours to enter developed markets, including the US and
and expanding the institutional front, be it for technicals or formulations. Europe, are making significant progress. Following our initial consignment
• In addition, on the ground, the Company conducted numerous farmer training presence in the in 2021, we have intensified our efforts in this area.
the branded camps, engaged in village-level programs, and participated in exhibitions • The commissioning of the Sarigam facility will be a positive step towards
across India to educate farmers about the benefits of using its products and US and Europe expanding our presence in these markets. Our dedicated R&D team is
formulations establish direct connections with the farming communities. The Company currently focusing on developing a few molecules specifically for the US,
undertakes brand building and demand generation initiatives as a continuous markets
and public
Europe and Brazil markets.
function to establish and further strengthen its brands among end-users.
• Furthermore, we have devised a comprehensive plan with the aim of
health products • Moving forward, the Company will utilise its sales and marketing teams to
maintain and strengthen existing customer relationships, while also exploring
achieving $25 million in sales in the US within the next few years. This
strategic initiative reflects our commitment to establishing a strong
segment opportunities to establish new connections with potential customers. foothold in the US market.
• The Company will continue to promote its branded formulations through
various events and initiatives, aiming to bring the products closer to farmers.

Key Performance Indicators
Demonstrating resilience
in performance
Heranba’s resilient financial performance serves
as evidence of its business model strength,
capable of delivering results in various industry
environments, including challenging macro Revenue from Operations EBITDA EBITDA Margin
(In ₹ crore) (In ₹ crore) (In %)
environments and industry headwinds. Over the
past few years, the Company has consistently 1,450.37 279.11 18.6 19.0
demonstrated a track record of growth along with 1,324.38
1,218.65 228.37
healthy return ratios, pointing to the scalability 15.1
of its business model. This accomplishment 1,004.44 13.7 13.1
951.37 174.64
showcases Heranba’s ability to navigate the
138.81 145.88
market successfully and underscores the
effectiveness of its business strategies.
FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23 FY19 FY20 FY21 FY22 FY23
PAT PAT Margin Net Worth ROE

(In ₹ crore) (In %) (In ₹ crore) (In %)
189.06 12.7 13.0 816.11 33.1
30.4 29.2
714.46
154.23 10.3 26.5
110.11 8.3 528.13

7.5
97.66
75.40 320.85 14.4
228.18
Capital Employed ROCE Net Debt to Equity Working Capital Cycle

(In ₹ crore) (In %) (In X) (In Days)
828.56 55.7 0.22 131
730.04
109
41.8 39.7 95
538.19 35.5 83
0.13
0.10
0.11
329.48 58
238.45 16.8 0.07

Board of Directors 1. MR. SADASHIV K SHETTY 4. MR. SHRIRAJ S SHETTY

Chairman & Executive Director Whole-Time Director
Empowered by a strong Since 1994, Mr. Sadashiv K. Shetty has been an integral part
of the Company, boasting over thirty years of experience
Mr. Shriraj S Shetty has been a valued member of the
Company since 2014, overseeing various critical functions
leadership
in the agrochemicals industry. With a Bachelor’s degree including Business Operations, Risk Management &
in Physics and Chemistry, as well as a Master’s degree in Governance, Technical Process Improvement, Process
Chemistry from the University of Mysore, he possesses a Implementation, Technical Innovation Expertise, Team
strong educational foundation. Management, Production Improvements, Product Quality
As a driving force behind the development of new products, and Safety, Procurement, Sales & Marketing, as well as
Mr. Shetty has played a crucial role in enhancing the demonstrating extensive experience in functional and
Company’s capacities and capabilities. His extensive skill managerial roles. He holds a Bachelor’s degree in Chemical
set includes expertise in business leadership, operations, Engineering and has also earned an M. Tech. degree
risk management, governance, strategic planning, general in Chemical Engineering. With his strong educational
1 2 management, functional and managerial experience, in-depth
chemical industry knowledge, manufacturing, and research
background and expertise in these areas, he contributes
significantly to the Company’s operations, driving efficiency,
and development. innovation, and excellence.
2. MR. RAGHURAM K SHETTY 5. MR. GANESH N VANMALI

Managing Director Independent Director
Mr. Raghuram K. Shetty has been an invaluable part of the Mr. Ganesh N. Vanmali, is a Certified Associate of the Indian
Company since 1994, having assumed responsibility for Institute of Bankers from the Indian Institute of Banking and
C R S R overall management and daily operations, while also shaping Finance, bringing a wealth of experience in the banking
future business strategies. He serves as the driving force industry, spanning over four decades. He has previously
behind various aspects, including business development, worked with the Bank of Maharashtra, further enhancing his
operations, risk management, governance, finance, expertise in the field. Mr. Vanmali holds a Bachelor’s degree in
accounting, strategic planning, procurement, sales and Commerce and General Laws from the University of Mumbai.
marketing, managerial operations, international trade, export In addition to his banking career, he serves as a consultant,
3 4 business management, banking, product development,
plant setup, investor relations, supply chain, human
leveraging his extensive knowledge and insights to provide
valuable guidance in the banking industry.
resources, administrative reforms, decision-making, litigation
management, intellectual property rights, and more. 6. MR. ANILKUMAR M MARLECHA
With over three decades of experience in the agrochemicals Independent Director
industry, Mr. Shetty brings a wealth of knowledge and Mr. Anilkumar M. Marlecha is a distinguished advocate with
expertise to his role. He holds a Bachelor’s degree in an active practice, holding a certificate of practice issued by
Economics from the University of Mysore, as well as a the Bar Council of India. With over nine years of experience,
R Government Commercial Diploma from the Department including in the legal profession, he has established himself
of Education, Bureau of Government Examinations, as a reputable legal practitioner. Mr. Marlecha has a strong
Maharashtra. Furthermore, he has successfully completed educational background, having obtained a Bachelor’s degree in
a Diploma in Export and Import Management from the India Commerce and Law from the University of Mumbai. His expertise
International Trade Centre in Mumbai. and commitment to his profession make him a valuable asset in
5 6 3. MR. RAUNAK R SHETTY

Whole-Time Director
providing his valuable guidance to the Company.
Mr. Raunak R. Shetty joined the Company in 2016 and is 7. MS. RESHMA D WADKAR
responsible for various key functions, including Finance Independent Director
& Banking, Standardization of Systems and Processes, With over two decades of experience in finance, accounting,
A N Procurement, Marketing, Investor Relations, Business taxation, and banking, Ms. Reshma D Wadkar brings a wealth of
Development, new Project and Product Development, as well expertise to her role. She holds a Bachelor of Commerce degree
as exploring new technologies and fostering innovation within from the University of Mumbai, providing her with a strong
S C R N S the organisation. He holds a Bachelor of Commerce degree foundation in the field. Her extensive experience and knowledge
from the University of Mumbai and is an associate member in financial matters make her a valuable member of the Board,
of the Institute of Chartered Accountants of India. With his capable of delivering sound financial guidance and other
expertise in these areas, Mr. Shetty contributes to the growth domains of expertise.
of the Company.
7 8
8. MR. MULKY V SHETTY
Independent Director
Mr. Mulky V. Shetty, a seasoned consultant in the chemicals
industry, brings with him over two decades of experience
Keys: across multiple domains within the sector. His expertise
Chairman Member extends to areas such as product development, plant setup,
A and manufacturing operations. He holds a bachelor’s degree
Audit (A) | Nomination and Remuneration (N) | in Science, with a focus on Physics and Chemistry, from the
A N C Stakeholders’ Relationship (S) | Corporate Social University of Mysore. With his in-depth knowledge and extensive
Responsibility (C) | Risk Management (R) background in the field, Mr. Shetty offers valuable insights and
guidance to the Company.

Corporate Governance Framework
Delivering value Balanced Board Skills and expertise

Policies adopted by the Board
transparently Composition of the Board
The Board of Directors comprises a well- Prohibition of Child and Forced Labour Policy
Heranba takes great pride in its robust code of ethics balanced mix of professionals with diverse
skill sets. Further, the Board features a Anti Discrimination Policy Labour and Human Right Policy
and conduct, which upholds the highest standards
of integrity, transparency, and accountability. The balanced composition consisting of an Grievance Redressal Policy BRSR Policy
company is dedicated to operating and expanding equal number of Executive and Non-
its business in a sustainable and socially responsible executive Directors. Their collective expertise Anti-Corruption Policy Determination of Materiality Policy
manner, ensuring long-term value generation for encompasses the agrochemicals industry,
all stakeholders. Guided by strong principles of Code of Conduct for Board of Sexual
financial and organisational management,
business integrity and ethics, Heranba remains Directors and Senior Management Harassment Policy
and a thorough understanding of relevant
committed to making a lasting positive impact in the
laws and regulations. The Board members KMP for Determining Materiality Fair Disclosure Code
industry and beyond.
bring a dynamic blend of experience and
fresh perspectives, fostering the introduction Diversity on The Board Of Directors Policy CSR Policy
A Proactive Board of new ideas & innovation, while also Materiality of Related Party Transactions policy
leveraging their lived experiences.
6 98% 50% 50%

Risk Assessment and Minimisation Policy
While governance practices are mandated for Preservation of Documents Policy Vigil Mechanism Policy
listed companies, Heranba goes beyond the
Board Meetings Overall Attendance Non-executive Executive norm by actively embracing and promoting Dividend Distribution Policy Insider Trading Policy
Conducted at Board Meetings Directors Directors good practices, even if they fall outside the
during FY23 gambit of general norms. The Company’s
Familiarisation Program for Independent Directors Policy
approach to governance is driven by strong Terms and Conditions of Appointment of Independent Directors
ethical values rather than mere compliance,
Remuneration Policy Succession Policy
which has contributed to its exceptional
Board Committees
reputation. Heranba has voluntarily developed Materiality Subsidiary Policy
several policies to maintain its commitment
to excellence. These policies reflect the
Company’s unwavering dedication to Click to access the respective policy documents
upholding high standards and staying on the
path of continuous improvement.
Corporate
Nomination and Stakeholders’ Risk
Audit Social
Remuneration Relationship Management
Committee Responsibility
Committee Committee Committee
Committee
Audit Committee Nomination and Stakeholders’ Corporate Social Risk Management Committee
Remuneration Committee Relationship Committee Responsibility Committee
Entrusted with regular review Engaged in formulating and recommending an appropriate Risk
of financial statements, internal Entrusted with regular review of Engaged in periodic review Engaged in formulating and Management Policy to the Board. The Committee is also responsible for:
audit reports, audit plans, audit the remuneration of directors and of the functioning of the recommending an appropriate 1. Ensuring appropriate methodology, processes and systems are in
findings, adequacy of internal persons who may be appointed shareholder/investor grievance CSR Policy to the Board, and place to monitor and evaluate risks associated with the business
controls, compliance with as senior management and key redressal system and overseeing indicating activities that are to of the Company.
accounting standards and more managerial personnels. The incremental improvements in the be undertaken by the Company,
of such crucial activities. The Committee is also responsible same, besides reporting critical either directly or through an 2. Monitoring and overseeing implementation of the risk
Committee is also responsible for for carrying out evaluation of concerns, if any. implementation agency. The management policy, including evaluating the adequacy of
evaluation of the internal financial the director’s performances and Committee is also responsible risk management systems.
controls and risk management recommending appointments for periodic review of the CSR 3. Periodically reviewing the risk management policy.
systems. and dismissals of the directors to programs, its implementation and
the Board. its expenditure. 4. Keeping the Board of Directors informed about the nature and
content of its discussions, and subsequently recommendations
and actions to be taken.

Risk Type Mitigation Measures

Risk Management Framework
Embracing & mitigating

Our organisation has a clearly defined structure that facilitates smooth
Business Operations information flow across departments. We maintain ample stock of
uncertainty
The Company faces risks when it comes raw materials and have backup power generation capacity to ensure
to the planning, monitoring, and reporting uninterrupted production. Additionally, we take measures to minimise
tasks involved in its daily operations. production costs. A proficient HR team ensures the recruitment and
retention of talented individuals.
Liquidity To mitigate these risks, we implement various measures. We engage

in comprehensive financial planning by creating annual and quarterly
Considering the diverse nature of our business By diligently following our risk management The Company may encounter
budgets, conducting variance analyses, and estimating daily cash
measures, we are able to anticipate and navigate risks pertaining to financial
operations, and revenue streams derived from challenges that may arise in our operations. This
flows. To prevent the loss of interest on collections, we utilise cash
solvency, borrowing constraints,
across the world, we recognize that we are approach empowers us to transform potential and cash management.
management services offered by banks. Additionally, we support our
foreign exchange transactions with bank guarantees and implement a
exposed to a wide range of risks. To ensure risks into avenues for progress and development.
suitable hedging policy.
Through continuous monitoring and evaluation, we
proactive identification, assessment, and remain committed to upholding a proactive risk
management of these risks, we have implemented management culture that safeguards our business
a comprehensive and resilient risk management interests and promotes sustainable growth. Credit We have established systems to evaluate and ensure the
The Company is exposed to the creditworthiness of our customers.
framework. This systematic approach enables us
risk of uncertainties concerning the
to effectively address and mitigate potential risks. recovery of outstanding dues.
Logistics We exclusively engage with committed and dedicated service

providers to mitigate risks associated with third-party transporters.
Robust Risk Management Framework The Company may face risk on
account of availing services of
To optimise our operations, we have implemented a combination of
transportation modes, including road, rail, sea, and air. Additionally, we
third-party transporters. have obtained comprehensive transit risk insurance coverage for all
incoming and outgoing goods.
01 Identifying a
potential risk 02 Assessing the risk on
cogent parameters 03 Implementing processes
to mitigate the risk Market & Industry We strategically procure our raw materials from multiple sources
to obtain competitive prices. Although we have no direct control
The Company is exposed to various
over demand and supply, we leverage our experience to plan our
risks, including those related to demand
production and sales accordingly. To ensure uninterrupted raw material
and supply, quality and quantity of supply, we have established relationships with multiple providers and
products, lead time, suppliers, interest implemented effective inventory control systems.
04 Evaluating and analysing the
measure so implemented and 05 Continually
monitoring the risk
rates, raw material prices, and potential
interruptions in raw material supplies.
its effect on the risk
Human Resource Our HR team is dedicated to ensuring the appropriate recruitment

The Company is susceptible to risks of new talent and conducting performance-based appraisals
stemming from turnover within its to keep our employees motivated. We prioritise upskilling our
workforce through regular training initiatives and actively engage in
workforce, the need for training, and
employee engagement and welfare activities.
potential skill redundancies.
Disaster While we cannot prevent natural disasters, we prioritise preparedness

for such events. We have insured our properties against natural risks
The Company’s infrastructure and
to minimise potential losses. Additionally, fire hydrants have been
operations are vulnerable to force
installed at all our manufacturing locations, and we conduct regular
majeure events such as fires, floods, fire safety drills. Our watch and ward staff, as well as safety personnel,
seismic activity, and other unforeseen receive first-aid training. Furthermore, our workmen are covered under
circumstances. various schemes such as Employee State Insurance (ESI), Employee
Provident Fund (EPF), and more.
System Our systems administrator diligently monitors and performs regular

The Company’s IT infrastructure may upgrades to our systems. To enhance data security, we employ
be open to data security, as well as password protection measures and exclusively use licensed
software. We have implemented access control mechanisms to
interoperability risks.
safeguard our data from unauthorised access.

Corporate Social Responsibility
Fostering sustainable
and inclusive growth
At Heranba, we firmly believe that businesses have a vital role to play in fostering social and
environmental progress. As a responsible corporate citizen, we have integrated Corporate Social
Responsibility (CSR) into our core values and operations. Our CSR initiatives are built on the pillars
of Education, Health & Sanitation, Cultural Programs, and Sports Promotion. Through partnerships
with various implementing agencies such as trusts and NGOs, we strive to create a positive and
lasting impact on the communities we serve.
EDUCATION HEALTH & SANITATION SPORTS PROMOTION INCLUSIVE INITIATIVES

Empowering Minds for a Brighter Future Nurturing Healthy Communities Empowering Athletes for Excellence Empathy and Care for
Education is the foundation of progress, and at Health and sanitation are fundamental human Heranba is committed to nurturing talent and Differently-Abled Individuals
Heranba, we recognize its significance in shaping a rights, and Heranba is dedicated to promoting promoting sports development. We proudly At Heranba, we firmly believe in creating an
brighter future for the younger generation. Through their accessibility. As part of our CSR efforts, contribute towards sports initiatives, with a particular inclusive society that embraces diversity and
our CSR programs, we have been actively involved we have undertaken the development of Green focus on badminton. By funding training expenses empowers differently-abled individuals. As part
in providing vocational training to underprivileged Community Toilets at GIDC Vapi, in the vicinity of for athletes, we seek to create opportunities for of our CSR endeavors, we have distributed
students in Rajasthan, Uttar Pradesh, and Gujarat. our manufacturing facilities. These eco-friendly aspiring players to excel in their chosen field. free appliances to differently-abled people in
By equipping these students with valuable skills, toilets not only address sanitation needs but also Through our support, we hope to contribute to the Gujarat. These contributions are a testament to
we aim to enhance their employability and enable contribute to environmental sustainability. growth and recognition of sports as an essential part our commitment to ensuring that all members
them to lead self-reliant lives. of a healthy and dynamic society. of society have equal access to resources
and opportunities.
Furthermore, our commitment to education
extends beyond skill-building. We have
collaborated with various trusts to fund classroom
development initiatives. By improving infrastructure
and enhancing learning environments, we aspire
to create a conducive space for nurturing young
minds and fostering a passion for learning.

MD&A
Management Discussion
and Analysis Indian Economy
The momentum of growth significantly weakened According to the Fiscal Policy statements, India’s Nominal
in the United States, the European Union, and Gross Domestic Product (GGP) is projected to grow at a rate
other developed economies, negatively impacting of 15.4% year-on-year (Y-o-Y) in FY 2022-23, compared to
the global economy as a whole. The projected 19.5% in the previous year. The real GDP growth is projected
economic growth rate for the United States is to be 7% Y-o-Y, down from 8.7% in 2021-22.
World Global Growth
1.6% in 2023 and 1.1% in 2024, primarily due
(In %)
Economic to lower real incomes, high inflation, and the The agriculture sector is expected to show robust growth,
consequences of substantial interest rate hikes by with a projected growth rate of 3.5% in FY 2022-23. India
Outlook 3.4
2.8 3.0 the Federal Reserve, which increased rates from has emerged as a net exporter of agricultural products, with
April 2023 nearly 0% in March 2022 to a range of 4.75-5.0% agricultural exports reaching $50.2 billion in the same period.
in March 2023. By the end of 2023, interest rates The total kharif food grain production is estimated to be
FY22 FY23 FY24 are expected to be in the range of 5.0-5.5% as 149.9 million tonnes, higher than the average of the previous
part of efforts to restore price stability and balance five years, despite a slightly lower area sown under paddy
in the US economy. Moreover, concerns about compared to the previous year.
the viability of the US financial system have been
United States Euro Area triggered by the instability in the banking sector in The industry sector is expected to experience modest
(In %) (In %)
mid-March 2023. growth of 4.1% in FY 2022-23, driven by positive indicators
Economic Overview 3.5
such as domestic auto sales and tractor, two-wheeler, and
2.1
1.6 The Eurozone is expected to experience a three-wheeler sales, signalling improvement in rural demand.
1.1 1.4 significant decline in economic growth, dropping
0.8
from 3.5% in 2022 to 0.8% in 2023, with a The services sector is predicted to rebound with a Y-o-Y
subsequent recovery to 1.4% in 2024. This growth rate of 9.1% in FY 2022-23, driven by pent-up
FY22 FY23 FY24 FY22 FY23 FY24
downturn is attributed to the ongoing war in demand for contact-intensive services following the
Global Economy
Ukraine, which shows little signs of resolution. successful vaccination program. Private consumption is
Many European countries are likely to face a estimated to grow at 7.7% in FY 2022-23, slightly lower than
Latin America & mild recession, characterised by increased the previous year.
Sub- Saharan Africa The Caribbean
FY23 was marked by various disruptions (In %) (In %) energy costs, high inflation, and tighter financial
including the Russia & Ukraine conflict, higher conditions. These factors are expected to dampen Despite supply chain disruptions and an uncertain
interest rates, elevated inflation, increased 3.9 4.2 4.0 household consumption and investment. geopolitical environment, exports are expected to grow
3.6 by 12.5% in FY 2022-23, with the share of exports in GDP
global debt levels, reduced spending, the after
1.6
2.2
effects of the COVID-19 pandemic, escalating On the other hand, emerging and developing increasing compared to the previous year.
geopolitical tensions, and financial turbulence. countries in Asia are projected to see a rebound
These factors have contributed to a fragile and FY22 FY23 FY24 FY22 FY23 FY24 in economic growth. After experiencing a Looking ahead to FY 2023-24, the growth trajectory will
uncertain global economic outlook in the near deeper-than-expected slowdown to 4.4% in be supported by strong domestic demand and increased
term. According to the IMF’s World Economic 2022, these countries are anticipated to achieve capital investment. Structural changes such as the
Outlook (WEO) report in April 2023, global growth rates of 5.3% in 2023 and 5.1% in 2024. Insolvency and Bankruptcy Code (IBC) and Goods and
Middle East & Emerging & China’s reopening and the subsequent boost to Services Tax (GST) have improved the efficiency and
economic growth is projected to decelerate Central Asia Developing Asia
from 3.4% in 2022 to 2.8% in 2023 before (In %) (In %)
its economy are significant contributors to this transparency of the economy. The expansion of India’s
experiencing a modest recovery to 3.0% in 2024. upward trajectory. public digital infrastructure is accelerating financial inclusion
5.3 5.3
and formalisation, which are expected to be growth drivers in
4.4 5.1
Global inflation reached a multi-decade high of 3.5 the coming years.
2.9
8.7% in 2022, driven by pent-up demand, supply
disruptions, and surges in commodity prices. Path-breaking policies like PM Gati Shakti, National Logistics
Central banks responded by rapidly tightening FY22 FY23 FY24 FY22 FY23 FY24
Policy, and the Production-Linked Incentive (PLI) schemes
monetary policies to curb inflation and keep will further strengthen infrastructure and manufacturing
inflation under control. It is expected that global capabilities while reducing costs in the value chain. These
inflation will ease to 7.0% in 2023 and further initiatives lay a solid foundation for sustained economic
Source: IMF, World Economic Outlook, April 2023.
decrease to 4.9% in 2024. growth and increased resilience in the Indian economy.
Source: IMF, World Economic Outlook, April 2023.

Source: Ministry of Finance

MD&A (Continued)
Global Agrochemicals & Indian Agrochemicals

Fertilisers Overview Market Overview
By 2025, the global Agrochemicals & Fertilizer Market India crop protection chemicals consumption (domestic
is projected to generate revenues of approximately $ market) has grown at a CAGR of 3.9% from $ 1.79 billion in
250-260 billion, with a compound annual growth rate 2015, to $ 2.16 billion in 2020. It is further projected to grow
(CAGR) ranging from 5.5% to 6% during the forecast at 4.3% during the forecast period of 2020-25, reaching
period of 2020-2025. Synthetic fertilisers, pesticides, $ 2.66 billion by 2025. At the same time, during the period
hormones, and other chemical substances play a from 2015 to 2020, India witnessed a CAGR of nearly
vital role in regulating plant growth in agriculture. The 7% in its crop protection chemicals exports. In 2020, the
expansion of agriculture in emerging markets like export contribution of crop protection chemicals accounted
South America, Africa, and the Middle East presents for approximately 50% of the total domestic production
lucrative opportunities for market players. Furthermore, value. Projections indicate that by 2025, exports will further
agrochemical manufacturers’ strong emphasis on increase to around 55% of the total domestic production
product innovation is expected to provide them with a value, reaching $ 3.4 billion, while the overall domestic
competitive edge over their counterparts. production value is estimated at $ 6.1 billion.
In China and India, the consumption and production of In terms of imports, India ranks 13th globally in pesticide
fertilisers, particularly nitrogen-based and potassium- imports. Brazil holds the largest market share in crop
based fertilisers, are anticipated to drive substantial protection chemical imports, accounting for 7% of the
Industry Overview growth in the agrochemicals & fertilisers market. These global imports (2018, based on volume). Following Brazil
countries serve as major exporters of agrochemicals & are France (5%), Canada (5%), the United States (4%),
fertilisers to regions such as Latin America, Asia Pacific, Germany (4%), Thailand (4%), Australia (3%), Belgium (3%),
and others, thereby establishing a robust platform for the United Kingdom (3%), Nigeria (3%), Spain (3%), Italy
the growth of the Chinese and Indian markets. (3%), and India (2%).
Global Chemical Commodity
Industry Overview The strong growth potential of traditional crop Furthermore, in 2018, India ranked as the world’s 3rd largest
Chemicals protection chemicals in high-volume-high-growth pesticide exporter based on volume. China leads the global
($ billion) 4780 markets like India ensures a promising trajectory. Here pesticide exports, holding a market share of 27%. Germany
3187 3745 are some critical success factors for players in the crop follows with 8.3%, and India holds an 8% market share.
The global chemicals market had an estimated
value of approximately $ 5,027 billion, with protection chemicals industry: Other significant pesticide exporters include the United
China holding the largest market share of 39%, States, Belgium, and France. These figures demonstrate
followed by the European Union at 15% and
2015 2020 2025F • Backward Integration of Technical Active India’s significant presence in the global crop protection
the United States at 13%. India contributed Ingredients: To achieve high profit margins, chemicals market, both as an exporter and an importer.
formulators must prioritise backward integration of
around 4% to the global chemicals market. Speciality their technical active ingredients. Having control India has one of the lowest per capita consumption rates
Projections indicate that the global chemicals
market will grow at a compound annual growth Chemicals over the entire production process allows them to of crop protection chemicals per hectare compared to
rate (CAGR) of 6.2%, reaching $ 6,780 billion by ($ billion)
1090 optimise costs and ensure a reliable supply of key developed nations like the United States or Japan. In
696 847 components. countries like Taiwan, China, and Japan, the consumption
2025. During the forecast period (2020-2025),
the Asia-Pacific (APAC) region is expected to of crop protection chemicals per hectare reaches double-
experience the highest growth rate of 7-8%. • Comprehensive Product Portfolio: Providing a digit kilograms. In contrast, India’s per hectare consumption
Conversely, the chemicals markets in Western 2015 2020 2025F comprehensive product portfolio that serves as a stood at just 0.6 kilograms in 2019. This significant disparity
Europe, North America, and Japan, being more one-stop solution for farmers’ agrochemical needs indicates a vast potential for growth in the crop protection
mature, are likely to witness slower growth rates is a key driver of success. Offering a wide range of chemicals sector in India.
of approximately 3-4%. Others effective and diverse solutions positions a company
favourably compared to competitors. By increasing the usage of crop protection chemicals,
($ billion)
such as herbicides, India has the opportunity to enhance
Growth (CAGR) 910 • Strong Distribution Network: A robust distribution agricultural productivity and compensate for the shortage
337 435 network is crucial for reaching fragmented farmer of farm labour. The extensive use of these chemicals can
populations worldwide. It facilitates efficient help control weeds and pests, leading to improved crop
3.6% 6.2%
product delivery, establishes effective feedback yields and overall farm efficiency. Increasing the adoption of
2015 2020 2025F mechanisms, and fosters strong customer crop protection chemicals can contribute to the sustainable
relationships, contributing to market success. growth of the agricultural sector in India.
2015 2020 2025F
Source: Frost & Sullivan Primary Research & Analysis

MD&A (Continued)
Global Pyrethroid Company Risks and

Market Overview
Overview Concerns
In 2020, the global Pyrethroids market was valued The utilisation of Pyrethroids has been on the rise in Heranba Industries Limited (HIL) is a prominent In FY23, the Company faced a challenging
at approximately $ 3.3 billion. From 2015 to 2020, Europe and North America, particularly in Canada, agrochemical Company in India that specialises macro environment and industry headwinds.
the market experienced steady growth with a CAGR as they are being increasingly substituted for in the manufacturing of intermediates, technicals, These included a decrease in demand due to
of 4.7%. Looking ahead, it is projected to continue organophosphates. Vegetables and fruits in North and formulations for farmers and other institutional supply-chain destocking in various regions,
growing at a CAGR of 6.4% until 2025, reaching a America are treated with domestically registered customers. The Company provides innovative crop care lower overall demand, and a decline in price
value of $ 4.5 billion. Pyrethroids. The demand for insecticides is expected solutions to the farmers, and public health products realisations for agrochemicals. Despite these
to continue growing due to robust government support like pesticides to pest control companies, government obstacles, the Company exhibited resilience in
Despite the pandemic-related obstacles, the for environmentally friendly and responsible agricultural authorities, etcetera. HIL operates four state-of-the-art its performance and continued to advance its
Pyrethroids market is anticipated to recover and practices. However, the European market is projected manufacturing units located in the industrial belt of Vapi, strategic initiatives, such as product development
exhibit growth due to the ongoing demand for these to exhibit sluggish growth in the forecast period due Sayakha, and Sarigram in Gujarat. The Company has and commercialization, project execution, and
chemicals in various applications. Pyrethroids find to stringent regulations on chemical production and a dedicated in-house research and development team brand building efforts. Heranba Industries remains
extensive application in both agricultural and urban usage. focused on product development and improvement confident in its performance and believes it will
settings for Public & Animal Health functions. As the which operates out of continue to deliver value to its customers and
global population expands and farmland diminishes, In terms of global consumption, the Asia Pacific and 3 state-of-art R&D centres established by the Company, shareholders in the future.
farmers worldwide are embracing novel farming Latin America regions together accounted for nearly complemented by a strong product registration team
techniques to enhance crop productivity. In terms 60% of the total demand in 2020, with the Asia Pacific working on expanding its business across the globe. As agrochemicals rely on the agricultural sector
of human safety, Pyrethroids also offer a safety region also functioning as the largest manufacturer and for their demand, they are susceptible to weather
advantage over organophosphates, being more eco- supplier of Pyrethroids. With a diverse product portfolio, robust R&D capabilities, conditions, including extreme events like droughts
friendly and safer for humans & mammals. and prudent growth strategies, Heranba Industries and natural disasters. Prolonged periods of
Global Pyrethroids Contribution Limited is well-positioned to expand its operations excessive rainfall or drought in India or foreign
In 2020, the Asia Pacific region, including India, globally and become a leading player in the agrochemical markets where the company operates can impact
held the dominant position as the largest market for industry. The Company develops, manufactures, and sells the supply of raw materials and demand for
Pyrethroids, comprising approximately 40% of the Agriculture crop protection solutions such as herbicides, insecticides, products. Unfavourable weather patterns can have
global market share. Following closely were Latin and fungicides, aiding farmers in safeguarding their crops adverse effects on the Company’s operations and
(In %)
America at 22%, North America at 18%, Europe at against weeds, pests, and diseases. Heranba primarily financials.
14.5%, and the Middle East and Africa at around 78 76 75 operates in the off-patent market, offering customers
5%. While India played a significant role in the long-standing foundational products and unique Given the nature of the products manufactured
export market, its own consumption accounted for formulations. It holds a prominent position as one of the by Heranba Industries, challenges such as
approximately 4% of the global total. Within the Asia leading domestic producers of synthetic pyrethroids, contamination, adulteration, and product tampering
Pacific region, India constituted around 10% of the 2015 2020 2025F including cypermethrin, alphacypermethrin, deltamethrin, arise throughout the manufacturing, transportation,
demand, with China being the largest player in the permethrin, lambda cyhalothrin, and others. The and storage processes. Product liability or recall
region. Company’s pesticide range encompasses insecticides, claims are inherent risks for the company if goods
Public Health herbicides, fungicides, and public health products for fail to meet quality standards or are alleged to
Among the emerging economies, including China, & Household pest control. cause harm to consumers. While the company
India, Vietnam, and Thailand, there is substantial
(In %) 19 19 20 follows standard manufacturing practices and
consumption of Pyrethroid insecticides for various Heranba Industries Limited has a strong global conducts final product testing to mitigate these
cereal and grain crops. presence with its footprint in the Middle East, risks, it cannot completely eliminate them.
Commonwealth of Independent States (CIS), Asia,
2015 2020 2025F Southeast Asia, and Africa regions. Further, the For more information on the Risks and Risk
Company is actively working towards expanding Management Framework of the Company,
operations in developed markets such as the US refer to page number 30.
Global Pyrethroids Market ($ billion) Animal Health and Europe.
or Veterinary
Application 5
6
4
2.6 3.3 4.5
3
(In %) Manufacturing facilities
3
2015 2020 2025F
2015 2020 2025F Source: Frost & Sullivan, “Indian Chemicals and Specialty
Dedicated
Chemicals Market Report”
state-of-art R&D centres
MD&A (Continued)
FY23 Performance Human Resource and

Review & Outlook Industrial Relationship
Revenue from Operations stood at ₹1,324.38 crore Financial Ratios Heranba Industries Limited recognizes that its
Internal Controls
in FY23 as compared to ₹1,450.37 crore in FY22. people are the key drivers of its business growth Systems and Their
Sl.No. Ratios FY23 FY22 % Change
EBITDA stood at ₹174.64 crore during the year as and considers them as its most valuable asset. Adequacy
compared to ₹279.11 crore in FY22. Subsequently 1 Debtors 3.17 3.64 -13% The Company is committed to not only fostering
EBITDA margin stood at 13.3% in FY23 as compared Turnover Ratio the professional development of its employees The Company’s robust system internal controls
to 19.2% in FY22. Profit After Tax stood at ₹110.11 2 Inventory 3.21 4.41 -27% but also nurturing their personal growth. It strives safeguard and preserve its assets from loss,
crore in FY23 as compared to ₹189.06 crore in FY22. Turnover Ratio to unlock the full potential of its human resources, illegal use, or disposal. All of the Company’s
The Company’s FY23 revenues and profits remain 3 Interest 19.21 63.64 -70% thereby enhancing employee performance and transactions are approved, documented,
restricted by unfavourable global economic scenario, Coverage achieving the organisational objectives. and reported to the Management in a time
inventory build-up in the system and sluggish demand Ratio bound manner. The Company complies with
from key export regions. However, the Company has 4 Current Ratio 2.53 2.29 11% Heranba places great emphasis on upskilling all relevant accounting standards for the
witnessed decent traction for its formulation products and training initiatives that align with the appropriate maintenance of books of accounts
5 Debt Equity 0.11 0.13 -13%
in both domestic and export markets. The EBITDA evolving needs of the business. The Company and the presentation of financial statements.
Ratio
margins remained muted during FY23 due to lower is dedicated to providing opportunities for The Board’s Audit Committee establishes the
6 Operational 11.48 17.88 -36%
price realisation and higher power & fuel costs. Despite its workforce to grow and learn within the scope, operation, frequency, and technique
Profit (PBIT)
a challenging year, Heranba’s Balance Sheet continues organisation. Additionally, Heranba motivates its for internal auditing, and the internal auditors
Margin
to remain strong with ‘Net Debt Free’ status coupled employees through various performance-based conduct audits, which includes monitoring and
with healthy gross cash & cash equivalents balance 7 Net Profit 8.31 13.04 -36%
compensation schemes, which serves as a strong evaluation of the effectiveness and adequacy of
Margin
of ₹118.63 crore as on March 31, 2023 fuelling the incentive for their dedication and hard work. the Company’s internal control systems. It also
Company’s CAPEX plans. 8 Return on 13.49 26.46 -49% ensures compliance with operating systems,
Networth
The management team at Heranba comprises a accounting procedures, and policies across all of
The Company received six Central Insecticide Board 9 NAV 203.96 178.55 14% blend of young talent and seasoned professionals. the Company’s locations. Based on the learnings
and Registration Committee (CIB&RC) registrations This combination ensures a continuous flow and findings a periodic internal audit report is
between March and April 2023 and began its FY24 Remarks of fresh ideas while benefiting from the wealth submitted to the Audit Committee for review.
journey on a high note. These registrations are part • Decrease in Inventory Turnover Ratio on account of of experience accumulated over the years. Process owners take required action and deploy
of the strategy to launch five new products out of the lower Revenue from Operations, The Company strives to strike a harmonious measures in their respective areas, based on the
Sarigam technical plant. These products would be balance between employee satisfaction and the internal audit report and evaluation by the Audit
• Decrease in Interest Coverage Ratio on account of
launched in both technical and formulations segments. decrease in Profit before Interest & Tax and increase in
Company’s profitability and capabilities in order to committee. According to the Internal auditors,
Approvals for formulations are already in place with Financial Cost. successfully achieve its goals. the Company’s internal control system is strong,
the Company. These products have already achieved efficient and effective. Further, the Board has
success at the pilot stage after R&D clearance. • Operational Profit (PBIT) Margin contracted on account of Heranba Industries Limited expresses sincere also established a legal compliance framework to
Initially, the Company will manufacture small quantities lower Revenue from Operations and negative operating
appreciation and gratitude to its employees for ensure compliance with all relevant laws, ensuring
leverage, coupled with lower Gross Profit Margins.
of technical for its own branded formulations and their significant contributions and unwavering that such procedures are sufficient and effective.
subsequently enter the B2B markets once the Sarigam • Net Profit (PBIT) Margin contracted on account of lower support, which have played a vital role in the
technical plant starts commercial production. Operational Profit (PBIT) Margin, coupled with higher Company’s success and development.
Finance Cost, Depreciation and Amortisation expenses Cautionary Statement
The Company continues to strengthen its product and lower Other Income.
portfolio with new product registrations in both • Return on Networth decreased on account of lower Profit Some of the statements in this “Management
domestic & export markets and leverage its distribution after Taxes (PAT) on a higher equity base. Discussion and Analysis”, describing the
network for delivering growth in the coming years. Company’s objectives, projections, estimates,
expectations, and predictions may be “forward
looking statements” within the meaning of
₹1,324.38 crore ₹110.11 crore applicable securities laws and regulations.

Although the expectations are based on
Revenue from Profit After Tax reasonable assumptions, the actual results
Operations in FY23 in FY23 could materially differ from those expressed
or implied, since the Company’s operations
are influenced by many external and internal
₹174.64 crore ₹118.63 crore

factors beyond the control of the Company.
The Company assumes no responsibility to
publicly amend, modify or revise any forward-
EBITDA in FY23 Cash & Cash Equivalents as on March 31, 2023 looking statements, based on any subsequent
developments, information or events.

42
Corporate Information
CIN L24231GJ1992PLC017315
REGISTERED OFFICE Plot No. 1504/1505, 1506/1, at III Phase GIDC, Vapi,
Taluka-Pardi, District-Valsad, Gujarat.
Telephone: +91-260-240 1646
CORPORATE OFFICE 2nd Floor, A Wing, Fortune Avirahi, Jain Derasar Lane,
Borivali (West), Mumbai-400092.
Telephone: +91-22-2898 7912/5070 5050
PLANT LOCATION
Unit-I Plot No. 1504/1505, 1506/1, at III Phase GIDC, Vapi,
Unit-II Plot No. A-2/2214, A-2/2215, III Phase GIDC, Vapi,
Sarigam Plant (Unit-III) Plot No. 2817/1, GIDC Sarigam, Taluka-Umbergaon,
District-Valsad, Gujarat.
Unit-IV Plot No. 1409, GIDC, Phase-III, Vapi-396 195.
WEBSITE www.heranba.co.in
E-MAIL compliance@heranba.com
NAME OF THE STOCK EXCHANGES STOCK CODE NO.

BSE Limited (“BSE”) 543266
National Stock Exchange of India Limited (“NSE”) HERANBA
ISIN NO. INE694N01015
BOARD OF DIRECTORS REGISTRAR & SHARE TRANSFER AGENT

Chairman M/s. Bigshare Services Private Limited,
Mr. Sadashiv K Shetty Office No. S6-2,
6th Floor, Pinnacle Business Park,
Managing Director Next to Ahura Centre,
Mr. Raghuram K Shetty Mahakali Caves Road, Andheri (East),
Mumbai-400093.
Independent Directors
Mr. Mulky V Shetty STATUTORY AUDITOR
Mr. Anilkumar M Marlecha
Natvarlal Vepari & Co,
Mr. Ganesh N Vanmali
Ms. Reshma D Wadkar Chartered Accountants
KMP OTHER THAN DIRECTORS SECRETARIAL AUDITOR

Mr. Rajkumar Bafna-Chief Financial Officer M/s. K. C. Suthar & Co.,
Mr. Abdul Latif-Company Secretary Practicing Company Secretary
BANKERS COST AUDITOR

Bank of Baroda Mr. Paresh Jaysih Sampat,
HDFC Bank Limited Cost Accountants

Strategic Review Statutory Reports Financial Statements 43
Notice
NOTICE is hereby given that the 31st (Thirty First) Annual General Meeting of the members of M/s. Heranba Industries Limited
(“Company”) will be held on Thursday, August 24, 2023 at 03.30 p.m. through Video Conferencing (VC)/Other Audio Visual
Means (OAVM) facility to transact the following business:
ORDINARY BUSINESS: time being in force), consent of the Company be and is

1. To receive, consider and adopt the Audited Standalone hereby accorded for the continuation of the appointment
and Consolidated Financial Statements, namely (i) the of Shri Sadashiv K Shetty (DIN: 00038681), as a Whole
Audited Balance Sheet as at March 31, 2023, (ii) the Time Director designated as Executive Chairman of
Audited Profit and Loss Account for the financial year the Company on attaining the age of 70 years on June
ended March 31, 2023, (iii) the Audited Cash Flow 13, 2024 for the remaining period of his term of 5 years
Statement for the financial year ended March 31, 2023, i.e. until October 30, 2028 on the terms and conditions
(iv) Statement of Changes in Equity as on March 31, 2023, including the remuneration as set out in the Explanatory
(v) Notes annexed to, or forming part of, the documents Statement annexed to the Notice convening this Meeting;
referred to in (i) to (iv) above and the reports of the Board
of Directors and the Auditors thereon. RESOLVED FURTHER THAT the Board of Directors of
the Company (including its Committee thereof) of the
2. To confirm and declare a final dividend @ ₹ 1.25 (Rupees Company, be and are hereby authorised to do all such
One and Paise Twenty Five) per equity share of the face acts, deeds, matters and things as may be considered
value of ₹ 10.00 (Rupees Ten) each (i.e. 12.5% of the face necessary, desirable or expedient to give effect to this
value) for the financial year ended March 31, 2023. resolution.
3. To appoint a director in place of Shri Shriraj S Shetty 5. Re-appointment of Shri Raghuram K Shetty (DIN:
(DIN: 06609014), whole time director retired by rotation 00038703) as a Managing Director of the Company
being eligible for the re-appointment, offers himself for re-
appointment. To consider and, if thought fit, to pass the following resolution
with or without modifications, as a Special Resolution:
SPECIAL BUSINESS: RESOLVED THAT pursuant to the recommendation
4. Re-appointment of Shri Sadashiv K Shetty (DIN: of the Nomination and Remuneration Committee and
00038681) as a Whole Time Director designated as approval of the Board of Directors of the Company and in
Executive Chairman of the Company accordance with sections 196, 197, 198, 203 and all other
To consider and, if thought fit, to pass the following resolution applicable provisions of the Companies Act, 2013 (“the
with or without modifications, as a Special Resolution: Act”) and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any
RESOLVED THAT pursuant to the recommendation statutory modification or re-enactment thereof for the
of the Nomination and Remuneration Committee and time being in force) read with Schedule V to the Act, as
approval of the Board of Directors of the Company and in amended from time to time, and pursuant to Regulation
accordance with sections 196, 197, 198, 203 and all other 17(6)(e) of SEBI (LODR) Regulations, 2015, approval of
applicable provisions of the Companies Act, 2013 (“the the members of the Company be and is hereby accorded
Act”) and the Companies (Appointment and Remuneration to the re-appointment of Shri Raghuram K Shetty (DIN:
of Managerial Personnel) Rules, 2014 (including any 00038703) as a Managing Director of the Company,
statutory modification or re-enactment thereof for the whose office will be liable to determination by retirement
time being in force) read with Schedule V to the Act, as by rotation, for a period of five (05) years with effect
amended from time to time, and pursuant to Regulation from November 01, 2023 till October 30, 2028 on the
17(6)(e) of SEBI (LODR) Regulations, 2015, approval of terms and conditions including the remuneration as set
the members of the Company be and is hereby accorded out in the Explanatory Statement annexed to the Notice
to the re-appointment of Shri Sadashiv K Shetty (DIN: convening this Meeting;
00038681), as a Whole Time Director designated as
Executive Chairman of the Company, whose office will RESOLVED FURTHER THAT the Board of Directors of
be liable to determination by retirement by rotation, for a the Company (including its Committee thereof) of the
period of five (05) years with effect from November 01, Company, be and are hereby authorised to do all such
2023 till October 30, 2028 on the terms and conditions acts, deeds, matters and things as may be considered
including the remuneration as set out in the Explanatory necessary, desirable or expedient to give effect to this
Statement annexed to the Notice convening this Meeting; resolution.
RESOLVED FURTHER THAT pursuant to the provisions 6. Re-appointment of Shri Raunak R Shetty (DIN:
of Sections 196, 197 read with Schedule V and other DIN:08006529) as a Whole Time Director designated
applicable provisions, if any, of the Companies Act, 2013 as Executive Director of the Company
and the Companies (Appointment and Remuneration To consider and, if thought fit, to pass the following resolution
of Managerial Personnel) Rules, 2014 (including any with or without modifications, as a Special Resolution:
statutory modification(s) or re-enactment thereof, for the

44
RESOLVED THAT pursuant to the recommendation on attaining the age of 75 years on December 20, 2027 for
of the Nomination and Remuneration Committee and the remaining period of his second term of 5 consecutive
approval of the Board of Directors of the Company and in years i.e. until July 08, 2028;
accordance with sections 196, 197, 198, 203 and all other
applicable provisions of the Companies Act 2013 (“the RESOLVED FURTHER THAT the Board of Directors of
Act”) and the Companies (Appointment and Remuneration the Company (including its Committee thereof) of the
of Managerial Personnel) Rules, 2014 (including any Company, be and are hereby authorised to do all such
statutory modification or re-enactment thereof for the acts, deeds, matters and things as may be considered
time being in force) read with Schedule V to the Act, as necessary, desirable or expedient to give effect to this
amended from time to time, and pursuant to Regulation resolution.
17(6)(e) of SEBI (LODR) Regulations, 2015, approval of
the members of the Company be and is hereby accorded 8. Re-appointment of Mr. Anilkumar M Marlecha
to the re-appointment of Shri Raunak R Shetty (DIN: (DIN: 08193193) as a Non-Executive Independent
08006529) as a Whole Time Director designated as Director of the Company for a second term of five
Executive Director of the Company, whose office will consecutive years
be liable to determination by retirement by rotation, for a
period of five (05) years with effect from April 01, 2024 To consider and if thought fit, to pass with or without
till March 31, 2029 on the terms and conditions including modification(s), the following Resolution as a
the remuneration as set out in the Explanatory Statement Special Resolution:
annexed to the Notice convening this Meeting;
RESOLVED THAT pursuant to the provisions of Section
RESOLVED FURTHER THAT the Board of Directors 149, 152, 160, and other applicable provisions, if any, of
of the Company (including its Committee thereof) of the Companies Act, 2013, Companies (Appointment and
the Company, be and are hereby authorised to do Qualification of Directors) Rules, 2014, the Companies
all such acts, deeds, matters and things as may be (Amendment) Act, 2017 (including any statutory
considered necessary, desirable or expedient to give modification(s) or re-enactment thereof for the time
effect to this resolution. being in force), relevant applicable regulation(s) of the
SEBI (Listing Obligations & Disclosure Requirements)
7. Re-appointment of Mr. Mulky V Shetty (DIN: 08168960) Regulations, 2015 and also provisions of Articles of
as a Non-Executive Independent Director of the Association of the Company, approval of the members
Company for a second term of five consecutive years of the Company be and is hereby accorded to the re-
appointment of Mr. Anilkumar M Marlecha (DIN:
To consider and if thought fit, to pass with or without 08193193) as a Non-Executive Independent Director
modification(s), the following Resolution as a of the Company for a second term of five consecutive
Special Resolution: years with effect from August 31, 2023 till August 30,
2028, and whose office shall not be liable to retire by
RESOLVED THAT pursuant to the provisions of Section rotation;
149, 152, 160, and other applicable provisions, if any, of
the Companies Act, 2013, Companies (Appointment and RESOLVED FURTHER THAT the Board of Directors of
Qualification of Directors) Rules, 2014, the Companies the Company (including its Committee thereof) of the
(Amendment) Act, 2017 (including any statutory Company, be and are hereby authorised to do all such
modification(s) or re-enactment thereof for the time acts, deeds, matters and things as may be considered
being in force), relevant applicable regulation(s) of the necessary, desirable or expedient to give effect to this
SEBI (Listing Obligations & Disclosure Requirements) resolution.
Regulations, 2015 and also provisions of Articles of
Association of the Company, approval of the members 9. Re-appointment of Mr. Ganesh N Vanmali (DIN:
of the Company be and is hereby accorded to the re- 07833853) as a Non-Executive Independent
appointment of Mr. Mulky V Shetty (DIN: 08168960) as a Director of the Company for a second term of five
Non-Executive Independent Director of the Company consecutive years
for a second term of five consecutive years with effect
from July 09, 2023 till July 08, 2028, and whose office To consider and if thought fit, to pass with or without
shall not be liable to retire by rotation; modification(s), the following Resolution as a
Special Resolution:
RESOLVED FURTHER THAT pursuant to the provisions
of Section 149, 152, 160, and other applicable provisions, RESOLVED THAT pursuant to the provisions
if any, of the Companies Act, 2013, Companies of Section 149, 152, 160, and other applicable
(Appointment and Qualification of Directors) Rules, 2014, provisions, if any, of the Companies Act, 2013,
the Companies (Amendment) Act, 2017 (including any Companies (Appointment and Qualification of
statutory modification(s) or re-enactment thereof for the Directors) Rules, 2014, the Companies (Amendment)
time being in force), relevant applicable regulation(s) of Act, 2017 (including any statutory modification(s)
the SEBI (Listing Obligations & Disclosure Requirements) or re-enactment thereof for the time being in
Regulations, 2015 and also provisions of Articles of force), relevant applicable regulation(s) of the SEBI
Association of the Company, consent of the Company (Listing Obligations & Disclosure Requirements)
be and is hereby accorded for the continuation of the Regulations, 2015 and also provisions of Articles of
appointment of Mr. Mulky V Shetty (DIN: 08168960) as a Association of the Company, approval of the members
Non-Executive Independent Director of the Company of the Company be and is hereby accorded to the

re-appointment of Mr. Ganesh N Vanmali (DIN: RESOLVED FURTHER THAT pursuant to provisions
07833853) as a Non-Executive Independent of Section 148 and other applicable provisions, if any,
Director of the Company for a second term of five of the Companies Act, 2013 and the Companies (Audit
consecutive years with effect from August 31, 2023 and Auditors) Rules, 2014 (including any statutory
till August 30, 2028, and whose office shall not be modification(s) or re-enactment(s) thereof, for the time
liable to retire by rotation; being in force), and upon recommendation of the Audit
Committee and as proposed by the Board of Directors,
RESOLVED FURTHER THAT the Board of Directors of consent of the Company be and is hereby accorded to
the Company (including its Committee thereof) of the pay remuneration of ₹ 1,60,000/- (Rupees One lakh Sixty
Company, be and are hereby authorised to do all such Thousand only) plus GST thereon and reimbursement of
acts, deeds, matters and things as may be considered out of pocket expenses at actual to M/s Paresh Jaysih
necessary, desirable or expedient to give effect to this Sampat, Cost Accountant, Mumbai (Firm Registration
resolution. No. 102421) who has been appointed by the Board as
Cost Auditors of the Company for the financial year 2023-
10. Ratification of the remuneration payable to the Cost 24;
Auditors of the Company for the Financial Year
ending March 31, 2024. RESOLVED FURTHER THAT the Board of Directors of
the Company (including its Committee thereof) of the
To consider and, if thought fit, to pass, with or without Company, be and are hereby authorised to do all such
modification(s), the following resolution as Ordinary acts, deeds, matters and things as may be considered
Resolution: necessary, desirable or expedient to give effect to this
resolution.
REGISTERED OFFICE: By order of the Board

Plot No.: 1504/1505/1506/1, For Heranba Industries Limited
GIDC, Phase-III,
Vapi, Valsad-396195,
Gujarat.
Date: May 30, 2023 Mr. Abdul Latif

Place: Mumbai Company Secretary
ACS - 17009

46
Notes
1. The Explanatory Statement pursuant to Section 102 of the from the date of circulation of this Notice up to the date of
Companies Act, 2013 (“the Act”) read with SEBI (LODR) AGM, i.e. August 24, 2023. Members seeking to inspect
Regulations, 2015 and Secretarial Standard on General such documents can send an email to compliance@
Meeting issued by Institute of Company Secretaries of heranba.com
India is annexed hereto.
7. Pursuant to Regulation 36 of the SEBI (Listing Obligations
2. The Ministry of Corporate Affairs (“MCA”) and Securities and Disclosure Requirements) Regulations, 2015 (“Listing
and Exchange Board of India (“SEBI”) have vide various Regulations”) and Secretarial Standard on General
circulars, allowed companies: Meetings issued by The Institute of Company Secretaries
of India, details of Directors seeking re-appointment and
(i) To send the annual reports to shareholders who proposal for continuation of directorship of Mr. Shriraj S
have registered their email ID with the Company/ Shetty (DIN: 06609014), Mr. Sadashiv K Shetty (DIN:
Depositories only on email; and 00038681), Mr. Raghuram K Shetty (DIN: 00038703),
Mr. Raunak R Shetty (DIN: DIN:08006529), Mr. Mulky
(ii) To hold Annual General Meeting (“AGM”) through VC V Shetty (DIN: 08168960), Mr. Anilkumar M Marlecha
or OAVM without the physical presence of members (DIN: 08193193) and Mr. Ganesh N Vanmali (DIN:
at a common venue. 07833853) forms part of this notice and is appended to
the notice.
Hence, in accordance with these Circulars, the 31st AGM
of the Members of 3he Company is being held through 8. Members are requested to address all correspondence
VC/OAVM. The venue of the Meeting shall be deemed in connection with shares held by them, to the
to be the registered office of the Company. The detailed Company’s Registrar & Transfer Agent (“RTA”) at viz.,
procedure for participating in the meeting through VC/ Bigshare Services Private Limited, Office No S6-2, 6th
OAVM is given below herewith and available at the Floor, Pinnacle Business Park, Next to Ahura Centre,
Company’s website www.heranba.co.in. Mahakali Caves Road, Andheri (East) Mumbai – 400093,
Telephone No-022–62638200/222, Email id-investor@
3. Since this AGM is being held through VC/OAVM, bigshareonline.com by quoting their Folio number or their
physical attendance of Members has been dispensed DPID and Client ID number, as the case may be.
with. Accordingly, the facility for appointment of
proxies by the Members will not be available for the 9. In accordance with the provisions of the Income Tax Act,
AGM and hence the Proxy Form and Attendance Slip 1961 as amended from time to time, dividend declared
are not annexed to this Notice. and paid by the Company is taxable in the hands of its
member and the Company is required to deduct Tax at
However, in pursuance of Section 112 and 113 of the Act, Source (TDS) from dividend paid to the members at the
representatives of the members such as the President of applicable rates. As such, whenever dividend is declared
India or the Governor of a State or body corporate can an email will be sent to the registered email ID of the
attend the AGM through VC/OAVM and cast their votes members intimating about detailed process to be followed
through e-voting. for submission of documents/declarations. Sufficient time
will be provided for submitting the documents/declarations
4. In case of joint holders attending the Meeting, the member by the members who would desire to claim beneficial tax
whose name appears as the first holder in the order of treatment.
names as per Register of Members will be entitled to vote.
10. Members are requested to do following, if not done yet:
5. Institutional/Corporate Shareholders (i.e. other than
(i) Provide/update details of their bank accounts
individuals/HUF/NRI, etc.) are required to send a scanned
indicating the name of the bank, branch, account
copy (PDF/JPG format) of its Board or governing body
number and the nine-digit MICR code and IFSC code
resolution/authorisation etc., authorising its representative
(as appearing on the cheque) along with photocopy
to attend the AGM through VC/OAVM on its behalf and
of the cheque/cancelled cheque, self- attested
to vote through remote e-voting. The said resolution/
identity proof and address proof, for remittance of
authorisation shall be sent to the Scrutiniser by email
dividend through ECS/NEFT and prevent fraudulent
through its registered email address to sutharkc@gmail.
encashment of dividend warrants.
com at least 48 hours before the commencement of AGM.
(ii) Dematerialise the shares held by them in physical
6. The Register of Directors and Key Managerial Personnel
form.
and their shareholding, maintained under Section 170 of
the Act and the Register of Contracts or Arrangements
(iii) Update Permanent Account Number (PAN) against
in which the directors are interested, maintained under
folio/demat account as also for deletion of name
Section 189 of the Act, will be available electronically
of deceased holder, transmission/transposition of
for inspection by the members during the AGM. All
shares.
documents referred to in the Notice will also be available
for electronic inspection without any fee by the members

(iv) Members holding shares in dematerialised form are aspx at the Investor Services tab by choosing the
requested to intimate/update all particulars of bank email/bank registration heading and follow the
mandates, PAN, nominations, power of attorney, registration process as guided therein. Members
change of address, e-mail address, contact numbers are requested to provide details such as Name, folio
etc. to their Depository Participants (DPs). number, certificate number, PAN, mobile number
and email ID and also upload the image of share
11. NRI Members are requested to inform the RTA certificate in PDF or JPEG format (upto 1 MB). On
immediately: submission of the shareholders details a OTP will
be received by the shareholder which needs to be
(i) Particulars of their bank account maintained in India
entered in the link for verification.
with complete name, branch, account type, account
number and address of the bank with pin code
(ii) For temporary registration for Demat shareholders:
number, if not furnished earlier and
Members of the Company holding Equity Shares of the
Company in demat form and who have not registered
(ii) Change in their residential status and address in India
their email addresses may temporarily get their
on their return to India for permanent settlement.
email addresses registered with Bigshare Services
Private Limited, by clicking the link: https://www.
12. In terms of Sections 124 of the Act, any dividend
bigshareonline.com/InvestorRegistration.aspx on
remaining unpaid for a period of seven years from the
their website www.bigshareonline.com at the Investor
due date of payment and underlying shares thereon
Services tab by choosing the email registration
are required to be transferred to the Investor Education
heading and follow the registration process as guided
and Protection Fund (IEPF). Shareholders can visit the
therein. The members are requested to provide
Company’s website www.heranba.co.in to get the details
details such as Name, DPID/Client ID, PAN, mobile
of unclaimed dividend under the Investors’ section and
number and email ID. This email ID will be used for
claim the same timely to avoid transfer of the same and
sending annual report, notices for general meetings
underlying shares thereon to IEPF account- if any.
and other corporate communications as permitted.
13. Pursuant to provisions of section 124 of the Act read with
16. Since the AGM will be held through VC/OAVM in
the Investor Education and Protection Fund Authority
accordance with the Circulars, the route map is not
(Accounting, Audit, Transfer and Refund) Rules, 2016,
attached to this Notice.
all the underlying shares on which dividend has not been
paid or claimed for seven consecutive years or more shall
17. Pursuant to the provisions of Section 108 of the
also be transferred to IEPF authority as notified by the
Companies Act, 2013 read with Rule 20 of the Companies
Ministry of Corporate Affairs.
(Management and Administration) Rules, 2014 (as
amended) and Regulation 44 of SEBI Listing Regulation
14. To support the green initiative and as per relaxation given
(as amended), and MCA Circulars dated April 08, 2020,
by the Government, only electronic copy of the Annual
April 13, 2020, May 05, 2020 and January 13, 2021 the
report for the year ended March 31, 2023 and notice of
Company is providing facility of remote e-voting to its
the 31st AGM are being sent to the members whose mail
Members in respect of the business to be transacted at the
IDs are available with your Company/DP(s). Physical
AGM. For this purpose, the Company has entered into an
copy of the report is not sent to anyone. Annual Report
agreement with Bigshare Services Pvt.Ltd. for facilitating
and the notice of the 31st Annual General Meeting are also
voting through electronic means, as the authorised
posted on the website www.heranba.co.in for download.
e-voting agency. The facility of casting votes by a member
The Notice can also be accessed from the websites of
using remote e-voting as well as the e-voting system on
the Stock Exchanges i.e. BSE Limited and National Stock
the date of the AGM will be provided by Bigshare Services
Exchange of India Limited at www.bseindia.com and
Pvt.Ltd.
www.nseindia.com respectively. The AGM Notice is also
disseminated on the website of Bigshare Services Pvt.
18. The Members can join the AGM in the VC/OAVM mode
Ltd. (agency for providing the remote e-voting facility and
15 minutes before and after the scheduled time of the
e-voting system during the AGM) i.e.www.bigshareonline.
commencement of the Meeting by following the procedure
com/www.evotingindia.com.
mentioned in the Notice. The facility of participation at the
AGM through VC/OAVM will be made available to at least
15. To disseminate all the communication promptly, members
1000 members on first come first served basis. This will
who have not registered their email IDs so far, are
not include large Shareholders (Shareholders holding 2%
requested to register the same with DP/RTA for receiving
or more shareholding), Promoters, Institutional Investors,
all the communications including Annual Reports, Notices
Directors, Key Managerial Personnel, the Chairpersons
etc. electronically:
of the Audit Committee, Nomination and Remuneration
(i) Registration of email ID for shareholders holding Committee and Stakeholders Relationship Committee,
physical shares: Members holding Equity Shares Auditors etc. who are allowed to attend the AGM without
of the Company in physical form and who have not restriction on account of first come first served basis.
registered their email addresses may get their email
addresses registered with RTA, Bigshare Services 19. The attendance of the Members attending the AGM
Private Limited, by clicking the link: https://www. through VC/OAVM will be counted for the purpose
bigshareonline.com/InvestorRegistration.aspx on of ascertaining the quorum under Section 103 of the
their website https://www.bigshareonline.com/Index. Companies Act, 2013.

48
20. The Company has fixed August 17, 2023 as the Record 23. M/s. K C Suthar & Co., a Practicing Company Secretary,
Date for determining the eligibility and entitlement of the Mumbai (Membership No. 5191 & Certificate of Practice
Members to the Final Dividend for the Financial Year No. 4075) has been appointed as the Scrutiniser to
ended March 31, 2023. Further the Registrar of Members scrutinise the voting and remote e-voting process in a fair
and Share Transfer Books of the Company will remain and transparent manner.
closed from August 18, 2023 to August 24, 2023 (both
days inclusive) for the purpose of 31st Annual General 24. The Scrutiniser will submit his report to the Chairman
Meeting of the Company. of the Company or to any other person authorised by
the Chairman after the completion of the scrutiny of the
21. The Company has fixed August 17, 2023 as the Cut-off e-voting (votes casted during the AGM and votes casted
date for the purpose of Remote E-voting for ascertaining through remote e-voting), not later than 48 hours from the
the name of the Shareholders holding shares both in conclusion of the AGM. The result declared along with the
physical form or dematerialization form who will be entitled Scrutiniser’s report shall be communicated to the Stock
to cast their votes electronically in respect of the business Exchanges, and RTA and will also be displayed on your
to be transacted at the 31st AGM of the Company. Company’s website, https://www.heranba.co.in
22. Instructions for Shareholders for Remote e-voting and

for Shareholders joining the AGM through VC/OAVM &
e-voting during Meeting are given as Annexure-I.

GIDC, Phase-III,
Gujarat.

ACS - 17009

Annexure-I
BIGSHARE I-VOTE E-VOTING SYSTEM
(i) The voting period begins on August 21, 2023, 10:00 A.M. India. This necessitates registration on various ESPs and
and ends on August 23, 2023, 5:00 P.M. During this period maintenance of multiple user IDs and passwords by the
shareholders’ of the Company, holding shares either in shareholders.
physical form or in dematerialized form, as on the cut-off
date (record date) of August 17, 2023 may cast their vote In order to increase the efficiency of the voting process,
electronically. The e-voting module shall be disabled by pursuant to a public consultation, it has been decided
Bigshare Services Pvt Ltd. for voting thereafter. to enable e-voting to all the demat account holders,
by way of a single login credential, through their
(ii) Shareholders who have already voted prior to the meeting demat accounts/websites of Depositories/Depository
date would not be entitled to vote at the meeting venue. Participants. Demat account holders would be able to cast
their vote without having to register again with the ESPs,
(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ thereby, not only facilitating seamless authentication but
CIR/P/2020/242 dated December 09, 2020 under also enhancing ease and convenience of participating in
Regulation 44 of Securities and Exchange Board of e-voting process.
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, listed entities are required to provide (iv) In terms of SEBI circular No. SEBI/HO/CFD/CMD/
remote e-voting facility to its shareholders, in respect of all CIR/P/2020/242 dated December 09, 2020 on e-Voting
shareholders’ resolutions. However, it has been observed facility provided by Listed Companies, Individual
that the participation by the public non-institutional shareholders holding securities in demat mode are allowed
shareholders/retail shareholders is at a negligible level. to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders
Currently, there are multiple e-voting service providers are advised to update their mobile number and email Id in
(ESPs) providing e-voting facility to listed entities in their demat accounts in order to access e-Voting facility.
1. Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode is given below:
Type of shareholders Login Method

Individual Shareholders holding 1) Users who have opted for CDSL Easi/Easiest facility, can login through
securities in Demat mode their existing user id and password. Option will be made available to reach
with CDSL e-Voting page without any further authentication. The URL for users to login
to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or visit
www.cdslindia.com and click on Login icon and select New System Myeasi.
2) After successful login the Easi/Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by Company. On clicking the evoting option, the user
will be able to see e-Voting page of BIGSHARE the e-Voting service provider
and you will be re-directed to i-Vote website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting. Additionally, there is also links provided to access the system of
all e-Voting Service Providers i.e. BIGSHARE, so that the user can visit the
e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a link www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account. After successful authentication,
user will be able to see the e-Voting option where the evoting is in progress,
and also able to directly access the system of all e-Voting Service Providers.
Click on BIGSHARE and you will be re-directed to i-Vote website for casting
your vote during the remote e-voting period.

50
Type of shareholders Login Method

Individual Shareholders holding 1) If you are already registered for NSDL IDeAS facility, please visit the
securities in demat mode e-Services website of NSDL. Open web browser by typing the following
with NSDL URL: https://eservices.nsdl.com either on a Personal Computer or on
a mobile. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
section. A new screen will open. You will have to enter your User ID
and Password. After successful authentication, you will be able to see
e-Voting services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on Company name or
e-Voting service provider name BIGSHARE and you will be re-directed
to i-Vote website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for IDeAS
“Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.
jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under ‘Shareholder/
Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After
successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on Company name or e-Voting
service provider name BIGSHARE and you will be redirected to i-Vote
website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting
Individual Shareholders You can also login using the login credentials of your demat account through
(holding securities in demat your Depository Participant registered with NSDL/CDSL for e-Voting facility.
mode) login through their After Successful login, you will be able to see e-Voting option. Once you click
Depository Participants on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature. Click on
Company name or e-Voting service provider name and you will be redirected
to e-Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget
Password option available at above mentioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. CDSL and NSDL
Login type Helpdesk details

Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL helpdesk
Demat mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or contact at
022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL helpdesk
Demat mode with NSDL by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800
1020 990 and 1800 22 44 30

2. Login method for e-Voting for shareholder other • Click on “VOTE NOW” option which is appearing on
than individual shareholders holding shares in the right hand side top corner of the page.
Demat mode & physical mode is given below:
• Cast your vote by selecting an appropriate option “IN
• You are requested to launch the URL on internet
FAVOUR”, “NOT IN FAVOUR” or “ABSTAIN” and
browser: https://ivote.bigshareonline.com
click on “SUBMIT VOTE”. A confirmation box will be
displayed. Click “OK” to confirm, else “CANCEL” to
• Click on “LOGIN” button under the ‘INVESTOR
modify. Once you confirm, you will not be allowed to
LOGIN’ section to Login on E-Voting Platform.
modify your vote.
• Please enter you ‘USER ID’ (User id description
• Once you confirm the vote you will receive
is given below) and ‘PASSWORD’ which is
confirmation message on display screen and also
shared separately on you register email id.
you will receive an email on your registered email
o Shareholders holding shares in CDSL id. During the voting period, members can login
demat account should enter 16 Digit any number of times till they have voted on the
Beneficiary ID as user id. resolution(s). Once vote on a resolution is casted, it
cannot be changed subsequently.
o Shareholders holding shares in NSDL
demat account should enter 8 • Shareholder can “CHANGE PASSWORD” or
Character DP ID followed by 8 Digit “VIEW/UPDATE PROFILE” under “PROFILE”
Client ID as user id. option on investor portal.
o Shareholders holding shares in physical 3. Custodian registration process for i-Vote E-Voting
form should enter Event No + Folio Website:
Number registered with the Company as
• You are requested to launch the URL on internet
user id.
browser: https://ivote.bigshareonline.com
NOTE: If you have not received any user id or
• Click on “REGISTER” under “CUSTODIAN
password please email from your registered email id
LOGIN”, to register yourself on Bigshare i-Vote
or contact i-vote helpdesk team. (Email id and contact
e-Voting Platform.
number are mentioned in helpdesk section).
• Enter all required details and submit.
• Click on I AM NOT A ROBOT (CAPTCHA) option
and login.
• After Successful registration, message will be
displayed with “User id and password will be sent
NOTE: If Shareholders are holding shares in demat
via email on your registered email id”.
form and have registered on to e-Voting system of
https://ivote.bigshareonline.com and/or voted on an
NOTE: If Custodian have registered on to e-Voting
earlier event of any Company then they can use their
system of https://ivote.bigshareonline.com and/or
existing user id and password to login.
voted on an earlier event of any Company then they
can use their existing user id and password to login.
• If you have forgotten the password: Click on ‘LOGIN’
under ‘INVESTOR LOGIN’ tab and then Click on
• If you have forgotten the password: Click on ‘LOGIN’
‘Forgot your password?
under ‘CUSTODIAN LOGIN’ tab and further Click on
‘Forgot your password?
• Enter “User ID” and “Registered email ID” Click on I
AM NOT A ROBOT (CAPTCHA) option and click on
• Enter “User ID” and “Registered email ID” Click
‘Reset’.
on I AM NOT A ROBOT (CAPTCHA) option and click
on ‘RESET.
• (In case a shareholder is having valid email address,
Password will be sent to his/her registered e-mail
(In case a custodian is having valid email address,
address).
Password will be sent to his/her registered e-mail
address).
Voting method for shareholders on i-Vote E-voting
portal:
Voting method for Custodian on i-Vote E-voting portal:
• After successful login, Bigshare E-voting system
• After successful login, Bigshare E-voting system
page will appear.
page will appear.
• Click on “VIEW EVENT DETAILS (CURRENT)”
Investor Mapping:
under ‘EVENTS’ option on investor portal.
• First you need to map the investor with your user ID
• Select event for which you are desire to vote under under “DOCUMENTS” option on custodian portal.
the dropdown option.

52
o Click on “DOCUMENT TYPE” dropdown option Investor vote File Upload:

and select document type power of attorney
• To cast your vote select “VOTE FILE UPLOAD”
(POA).
option from left hand side menu on custodian portal.
o Click on upload document “CHOOSE FILE”
• Select the Event under drop down option.
and upload power of attorney (POA) or board
resolution for respective investor and click on
• Download sample voting file and enter relevant
“UPLOAD”.
details as required and upload the same file under
upload document option by clicking on “UPLOAD”.
Note: The power of attorney (POA) or board
Confirmation message will be displayed on the
resolution has to be named as the “InvestorID.pdf”
screen and also you can check the file status on
(Mention Demat account number as Investor ID.)
display (Once vote on a resolution is casted, it cannot
be changed subsequently).
o Your investor is now mapped and you can check
the file status on display.
• Custodian can “CHANGE PASSWORD” or “VIEW/
UPDATE PROFILE” under “PROFILE” option on
custodian portal.
Helpdesk for queries regarding e-voting:

Login type Helpdesk details
Shareholder‘s other than individual shareholders In case shareholders/investor have any queries regarding E-voting, you may
holding shares in Demat mode & Physical mode. refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module
available at https://ivote.bigshareonline.com, under download section or you
can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.
4. Procedure for joining the AGM/EGM through VC/OAVM:

For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:
• The Members may attend the AGM through VC/OAVM at https://ivote.bigshareonline.com under Investor login by using
the e-voting credentials (i.e., User ID and Password).
• After successful login, Bigshare E-voting system page will appear.
• Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor portal.
• Select event for which you are desire to attend the AGM/EGM under the dropdown option.
• For joining virtual meeting, you need to click on “VC/OAVM” link placed beside of “VIDEO CONFERENCE LINK”
option.
• Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under
Section 103 of the Companies Act, 2013.
The instructions for Members for e-voting on the day of the AGM/EGM are as under:
• The Members can join the AGM/EGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement
of the meeting. The procedure for e-voting on the day of the AGM/EGM is same as the instructions mentioned above for
remote e-voting.
• Only those members/shareholders, who will be present in the AGM/EGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the AGM/EGM.
• Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible
to vote at the AGM/EGM.
Helpdesk for queries regarding virtual meeting:
In case shareholders/investor have any queries regarding virtual meeting, you may refer the Frequently Asked Questions
(‘FAQs’) available at https://ivote.bigshareonline.com, under download section or you can email us to ivote@bigshareonline.
com or call us at: 1800 22 54 22.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

READ WITH SEBI (LODR) REGULATIONS, 2015
Annexed to the Notice convening the 31st (Thirty First) Annual General Meeting.
ITEM NO. 4 on attaining the age of 70 years for the remaining period of his
Re-appointment of Shri Sadashiv K Shetty (DIN: 00038681) term of 5 years i.e. until October 30, 2028, on the terms and
as a Whole Time Director designated as Executive conditions including the remuneration as set out here in below.
Chairman of the Company
The aforesaid re-appointment of Shri S K Shetty is subject to
Shri Sadashiv K Shetty (DIN: 00038681) (“S K Shetty”) is approval of the members of the Company by way of Special
a promoter of the Company and was designated as Chairman Resolution at this AGM.
& Director of the Company for a period of 5 [Five] Years with
effect from November 01, 2018 at the Extra Ordinary General Shri S K Shetty is associated with the Company since
Meeting held on October 26, 2018. Shri S K Shetty is also 1994. He has been actively involved in the operations of the
Chairman of Risk Management Committee and a member of Company. He has rich and varied experience of over more
the Corporate Social Responsibility Committee. than 3(three) decade. He is a stalwart of the agrochemicals
industry, with over thirty years of experience in the sector.
His term as Chairman & Director is due to expire on He is the person who has galvanized the development of
October 30, 2023. new products and is boosting the capacities and capabilities
of the Company. His skill, Experience & Expertise includes
Based on the recommendation of the Nomination and Business Leadership & Operations, Risk Management &
Remuneration Committee and keeping in view of his vast Governance, Business Expertise, Strategic Planning, General
experience and exposure of more than 3 decade, the Board of Management, Functional & Managerial Experience Chemical
Directors of the Company at its meeting held on May 30, 2023, Industry Expert, Manufacturing, Research & Development
has re-appointed Shri S K Shetty as a Whole Time Director etc. He holds a bachelors’ degree in Physics and Chemistry
designated as Executive Chairman of the Company for a as well as a Masters’ degree in Science (Chemistry) from the
period of 5 years w.e.f. November 01, 2023 till October 30, University of Mysore.
2028, subject to approval of the members of the Company.
It would be in the interest of the Company to continue the
Further, during this period of five years from November 01, employment of Shri S K Shetty as Whole Time Director
2023 to October 30, 2028, He will attain the age of 70 years on designated as Executive Chairman of the Company.
June 13, 2024. Hence it is also required to obtain approval of
the shareholders under the provision of the Section 196(3) of Brief profile of Shri S K Shetty as stipulated under SEBI (Listing
the Companies, 2013 for continuation of his employment as a Obligations and Disclosure Requirements) Regulations, 2015
Whole Time Director designated a Executive Chairman even is given as an Annexure to this Notice.
The details of remuneration including Remuneration, allowances, perquisites and bonus paid/payable to Shri S K Shetty are
as follows:
1. The following are the Remuneration structure payable to Shri S K Shetty with effect from April 01, 2023:
Allowances Amount (per month) Amount (P.A.)

Basic 782,200 9,386,400
House Rent Allowance 260,733 3,128,796
Education Allowance 6,518 78,216
Washing Allowance 6,518 78,216
Driver Remuneration Reimbursement 117,330 1,407,960
Fuel Allowance Reimbursement 92,560 1,110,720
Telephone & Internet Reimbursement 13,037 156,444
Special Allowance 24,770 297,240
Total 1,303,666 15,643,992
+PF contribution from employer 1,800 21,600
+Bonus 108,639 1,303,668
Total CTC 1,414,105 16,969,260

54
2. The aforesaid proposed remuneration is an increment in any financial year during the currency of tenure of service
of 10% from the last remuneration of Shri S K Shetty of Shri S K Shetty, the Company will make the payment of
drawn during the financial year ended on March 31, aforesaid remuneration to Shri S K Shetty, even the proposed
2023. The members are requested to note that there remuneration exceed the limits prescribed under Section II of
was no increase in remuneration of Shri S K Shetty Part II of Schedule V of the Companies Act, 2013 as may for
since last 5 years. the time being be in force.
3. The Board has, on the recommendation of Nomination Income-Tax in respect of the above remuneration will be
and Remuneration Committee, power to increase deducted at source as per the applicable Income Tax Laws/
Annual Remuneration by up to 15% every financial year Rules.
(effective from April 01 of each year) based on the annual
performance and policy of the Company. If at any time Shri S K Shetty ceases to be a Director of the
Company, for any reason whatsoever, he shall cease to be
4. Shri S K Shetty shall, along with the other employees of Executive Chairman and his Agreement with the Company
the Company, be entitled to the Bonus as per the Policy shall stand terminated forthwith.
of the Company and will be in addition to the aforesaid
Remuneration. The above may be treated as a written memorandum setting
out the terms & conditions of appointment of Shri S K Shetty
5. Increment in Remuneration, perquisites and allowances under Section 190 of the Act.
and remuneration by way of incentive/bonus/performance
linked incentive, payable to Shri S K Shetty may be In compliance with the provisions of Sections 196, 197, 203
determined by the Board and/or the Nomination & and other applicable provisions of the Act, read with Schedule
Remuneration Committee of the Board. V to the Act and SEBI (LODR) Regulations, 2015, the terms of
remuneration specified above are now being placed before the
6. Employees’ stock options if granted to Shri S K Shetty any Members for their approval by way of special resolution.
time, shall be in addition to the aforesaid remuneration.
Shri S K Shetty, being appointee, Mr. Raghuram K Shetty,
7. Expenses incurred for travelling, board and lodging Managing Director being the brother of appointee and
including for spouse and attendant(s) during business Mr. Shriraj S Shetty, Executive Director, being son of appointee
trips and provision of car(s) for use on Company’s are interested in the Resolution No. 4 of the Notice.
business and communication expenses at residence shall
be reimbursed at actuals and/or borne by the Company None of the other Directors except mentioned as above, Key
at actuals and will be in addition to the aforesaid Managerial Personnel or the relatives of Directors and Key
Remuneration. Managerial Persons are, in any way, concerned or interested,
financially or otherwise, in the Resolution at Item No. 4 of
8. The overall remuneration payable every year to Shri the Notice.
S K Shetty by way of Remuneration, perquisites
and allowances, incentive/bonus/performance linked The Board of Directors recommends the resolution in relation
incentive, remuneration based on net profits, etc., as the to the appointment of Shri S K Shetty as Whole Time Director
case may be, shall be in accordance with the provision of designed as Executive Chairman of the Company as set
the Section 197 of the Companies Act read with Schedule out in Item No. 4 for approval of the Members by way of a
V of the Act. Special Resolution.
9. All payments to be made or to be credited to Shri ITEM NO. 5

S K Shetty shall be subject to such deduction and
Shri Raghuram K Shetty (DIN: 00038703) (“R K Shetty”) is
withholdings of tax or otherwise as the Company may be
a promoter of the Company and associated with the Company
mandated or required to do so whether by any applicable
since 1994. Shri R K Shetty was designated as Managing
laws, regulations or guidelines or pursuant to any contract
Director of the Company for a period of 5 [Five] Years with
to such effect.
effect from November 01, 2018 at the Extra Ordinary General
Meeting held on October 26, 2018. Shri R K Shetty is also a
10. Shri S K Shetty shall be entitled to participate, along
member of Risk Management Committee and Stakeholders’
with the other employees of the Company, in any of
Relationship Committee.
the employee benefit and compensation plans, whether
statutory or otherwise, as may be generally available to
His term as Managing Director is due to expire on October
employees of the Company including car, leave travel
30, 2023.
allowance, gratuity, medical and health insurance plans
etc.
Based on the recommendation of the Nomination and
Remuneration Committee and keeping in view of his vast
11. All other terms and conditions are mentioned in the
experience and exposure of more than 3 decade, the Board of
Agreement entered into with Shri S K Shetty.
Directors of the Company at its meeting held on May 30, 2023,
has re-appointed Shri R K Shetty as a Managing Director
Minimum remuneration: As the Proposed Resolution in Item
for a period of 5 years w.e.f. November 01, 2023 till October
No. 4 is the Special Resolution hence if the Special Resolution
30, 2028, subject to approval of the members of the Company.
is passed then in the event of loss or inadequacy of profits

The aforesaid appointment of Shri R K Shetty is subject to Intellectual Property Rights etc of the Company. He has over
approval of the members of the Company by way of Special three decades of experience in the agrochemicals industry. He
Resolution at this AGM. holds a bachelors’ degree in Economics from the University of
Mysore, while also holding a government commercial diploma
Shri R K Shetty is a promoter and Managing Director of the from the Department of Education, Bureau of Government
Company and is having over 3(three) decade of experience in Examinations, Maharashtra. He has also successfully obtained
the field of Agrochemical Industry. a diploma in export and import management from the India
International Trade Centre, Mumbai.
Shri R K Shetty is in charge of the overall management and
day-to-day affairs of the Company, while also giving shape It would be in the interest of the Company to continue the
to the future business strategies. He is the driving force employment of Shri R K Shetty as Managing Director of
behind the Business Development, Business Operations, the Company.
Risk Management & Governance, Finance & Accounting,
Functional, Strategic Planning, Procurement, Sales & Brief profile of Shri R K Shetty as stipulated under SEBI (Listing
Marketing, Managerial Operations, International Trade, Export Obligations and Disclosure Requirements) Regulations, 2015
Business Management, Banking, Product Development, Plant is given as an Annexure to this Notice.
Setup, Investor Relation, Supply Chain, Business Development
and new Project, Human Resource, Administrative Reforms,
Decision Making, Litigation Management, Supply Chain,
The details of remuneration including Remuneration, allowances, perquisites and bonus paid/payable to Shri R K Shetty are
as follows.
1. The following are the Remuneration structure payable to Shri R K Shetty with effect from April 01, 2023:
FIXED

Basic 693,100 8,317,200
House Rent Allowance 231,033 2,772,396
Driver Remuneration Reimbursement 103,965 1,247,580
Fuel Allowance Reimbursement 82,016 984,192
Total Monthly 1,155,166 13,861,992
+Bonus 96,264 1,155,168
Total CTC 1,253,230 15,038,760
VARIABLES 4. Shri R K Shetty shall, along with the other employees of

In addition to the above fixed remuneration, the the Company, be entitled to the Bonus as per the Policy
Commission @ 3% per Annum of the Net Profit of the of the Company and will be in addition to the aforesaid
Company for the financial year computed in the manner Remuneration.
laid down in Section 198 of the Companies Act, 2013 shall
be paid to Shri R K Shetty. 5. Increment in Remuneration, perquisites and allowances
and remuneration by way of incentive/bonus/performance
2. The aforesaid proposed fixed remuneration is an linked incentive, payable to Shri R K Shetty may be
increment of 10 % from the last fixed remuneration of determined by the Board and/or the Nomination &
Shri R K Shetty drawn during the financial year ended Remuneration Committee of the Board.
on March 31, 2023. The members are requested to note
that there was no increase in the fixed remuneration of 6. Employees’ stock options if granted to Shri R K Shetty any
Shri R K Shetty since last 5 years. time, shall be in addition to the aforesaid remuneration.
3. The Board has, on the recommendation of Nomination 7. Expenses incurred for travelling, board and lodging
and Remuneration Committee, power to increase Annual including for spouse and attendant(s) during business
Remuneration by 15% every financial year (effective from trips and provision of car(s) for use on Company’s
April 01 of each year) based on the annual performance business and communication expenses at residence
and policy of the Company. shall be reimbursed at actuals and/or borne by the
Company at actuals and will be in addition to the
aforesaid Remuneration.

56
8. The overall remuneration payable every year to Shri Shri R K Shetty, being appointee, Mr. Sadashiv K Shetty,
R K Shetty by way of Remuneration, perquisites Chairman being the brother of appointee and Mr. Raunak
and allowances, incentive/bonus/performance linked R Shetty, Executive Director, being son of appointee are
incentive, remuneration based on net profits, etc., as the interested in the Resolution No. 5 of the Notice.
case may be, shall be in accordance with the provision of
the Section 197 of the Companies Act read with Schedule None of the other Directors except mentioned as above, Key
V of the Act. Managerial Personnel or the relatives of Directors and Key
Managerial Persons are, in any way, concerned or interested,
9. All payments to be made or to be credited to Shri financially or otherwise, in the Resolution at Item No. 5 of
R K Shetty shall be subject to such deduction and the Notice.
withholdings of tax or otherwise as the Company may be
mandated or required to do so whether by any applicable The Board of Directors recommends the resolution in relation
laws, regulations or guidelines or pursuant to any contract to the appointment of Shri R K Shetty as Managing Director
to such effect. of the Company as set out in Item No. 5 for approval of the
Members by way of a Special Resolution.
10. Shri R K Shetty shall be entitled to participate, along
with the other employees of the Company, in any of ITEM NO. 6
the employee benefit and compensation plans, whether Shri Raunak R Shetty (DIN: 08006529) (“Raunak”) is
statutory or otherwise, as may be generally available to associated with the Company since 2016 and was designated
employees of the Company including car, leave travel as Executive Director of the Company for a period of 5 [Five]
allowance, gratuity, medical and health insurance plans Years with effect from April 01, 2019 at the Extra Ordinary
etc. General Meeting held on January 31, 2020. Shri Raunak is
also a member of Risk Management Committee.
11. All other terms and conditions are mentioned in the
Agreement entered into with Shri R K Shetty. His term as Executive Director is due to expire on March
31, 2024.
Minimum remuneration: As the Proposed Resolution in Item
No. 5 is the Special Resolution hence if the Special Resolution Based on the recommendation of the Nomination and
is passed then in the event of loss or inadequacy of profits Remuneration Committee and keeping in view of his vast
in any financial year during the currency of tenure of service experience and exposure, the Board of Directors of the Company
of Shri R K Shetty, the Company will make the payment of at its meeting held on May 30, 2023, has re-appointed Shri
aforesaid remuneration to Shri R K Shetty, even the proposed Raunak as a Whole Time Director designated as Executive
remuneration exceed the limits prescribed under Section II of Director for a period of 5 years w.e.f. April 01, 2024 till March
Part II of Schedule V of the Companies Act, 2013 as may for 31, 2029, subject to approval of the members of the Company.
the time being be in force.
The aforesaid appointment of Shri Raunak is subject to
Income-Tax in respect of the above remuneration will approval of the members of the Company by way of Special
be deducted at source as per the applicable Income Tax Resolution at this AGM.
Laws/Rules.
Shri Raunak is associated with the Company since 2016 and
If at any time Shri R K Shetty ceases to be a Director of the looks after Finance & Banking, Standardization of system
Company, for any reason whatsoever, he shall cease to be and process, Procurement, & Marketing, Investor Relation,
Managing Director and his Agreement with the Company shall Business Development and new Project & New Products. New
stand terminated forthwith. Technology & Innovation product development etc functions
of the Company. He is a Bachelor of Commerce from the
The above may be treated as a written memorandum setting University of Mumbai and an associate member of the Institute
out the terms & conditions of appointment of Shri R K Shetty of Chartered Accountants of India.
under Section 190 of the Act.
It would be in the interest of the Company to continue the
In compliance with the provisions of Sections 196, 197, 203 employment of Shri Raunak as Whole Time Director designed
and other applicable provisions of the Act, read with Schedule as Executive Director of the Company.
V to the Act and SEBI (LODR) Regulations, 2015, the terms of
remuneration specified above are now being placed before the Brief profile of Shri Raunak as stipulated under SEBI (Listing
Members for their approval by way of special resolution. Obligations and Disclosure Requirements) Regulations, 2015
is given as an Annexure to this Notice.

The details of remuneration including Remuneration, allowances, perquisites and bonus paid/payable to Shri Raunak are
as follows:
1. The following are the Remuneration structure payable to Shri Raunak with effect from April 01, 2023:
FIXED

Basic 150,000 1,800,000
House Rent Allowance 50,000 600,000
Driver Remuneration Reimbursement 22,500 270,000
Fuel Allowance Reimbursement 17,750 213,000
Total Monthly 250,000 3,000,000
+Bonus 20,833 249,996
Total CTC 272,633 3,271,596
2. The members are requested to note that the same 9. All payments to be made or to be credited to Shri Raunak
remuneration is being to Shri Raunak w.e.f. April 01, 2021. shall be subject to such deduction and withholdings
of tax or otherwise as the Company may be mandated
3. The Board has, on the recommendation of Nomination or required to do so whether by any applicable laws,
and Remuneration Committee, power to increase Annual regulations or guidelines or pursuant to any contract to
Remuneration by 15% every financial year (effective from such effect.
April 01 of each year) based on the annual performance
and policy of the Company. 10. Shri Raunak shall be entitled to participate, along with the
other employees of the Company, in any of the employee
4. Shri Raunak shall, along with the other employees of benefit and compensation plans, whether statutory or
the Company, be entitled to the Bonus as per the Policy otherwise, as may be generally available to employees
of the Company and will be in addition to the aforesaid of the Company including car, leave travel allowance,
Remuneration. gratuity, medical and health insurance plans etc.
5. Increment in Remuneration, perquisites and allowances 11. All other terms and conditions are mentioned in the
and remuneration by way of incentive/bonus/performance Agreement entered into with Shri Raunak.
linked incentive, payable to Shri Raunak may be
determined by the Board and/or the Nomination & Minimum remuneration: As the Proposed Resolution in Item
Remuneration Committee of the Board. No. 6 is the Special Resolution hence if the Special Resolution
is passed then in the event of loss or inadequacy of profits
6. Employees’ stock options if granted to Shri Raunak any in any financial year during the currency of tenure of service
time, shall be in addition to the aforesaid remuneration. of Shri Raunak, the Company will make the payment of
aforesaid remuneration to Shri Raunak, even the proposed
7. Expenses incurred for travelling, board and lodging remuneration exceed the limits prescribed under Section II of
including for spouse and attendant(s) during business Part II of Schedule V of the Companies Act, 2013 as may for
trips and provision of car(s) for use on Company’s the time being be in force.
business and communication expenses at residence shall
be reimbursed at actuals and/or borne by the Company Income-Tax in respect of the above remuneration will be
at actuals and will be in addition to the aforesaid deducted at source as per the applicable Income Tax Laws/
Remuneration. Rules.
8. The overall remuneration payable every year to Shri If at any time Shri Raunak ceases to be a Director of the
Raunak by way of Remuneration, perquisites and Company, for any reason whatsoever, he shall cease to be
allowances, incentive/bonus/performance linked Executive Director and his Agreement with the Company shall
incentive, remuneration based on net profits, etc., as the stand terminated forthwith.
case may be, shall be in accordance with the provision of
the Section 197 of the Companies Act read with Schedule
V of the Act.

58
The above may be treated as a written memorandum setting relevant regulation of SEBI (Listing Obligations & Disclosure
out the terms & conditions of appointment of Shri Raunak Requirements) Regulations, 2015.
under Section 190 of the Act.
After taking into account the performance evaluation, during
In compliance with the provisions of Sections 196, 197, 203 his first term of five years and considering the knowledge,
and other applicable provisions of the Act, read with Schedule acumen, expertise and experience in respective fields
V to the Act and SEBI (LODR) Regulations, 2015, the terms of and the substantial contribution made by Mr. M V Shetty,
remuneration specified above are now being placed before the Mr. Anilkumar and Mr. Ganesh during their tenure as an
Members for their approval by way of special resolution. Independent Directors since their appointment, the Board of
Directors of the Company (‘the Board’) and the Nomination &
Shri Raunak, being appointee and Mr. Raghuram K Shetty, Compensation Committee (‘the Committee’), recommended
Managing Director, being father of appointee are interested in for the approval of the Members for the reappointment of
the Resolution No. 6 of the Notice. Mr. M V Shetty, Mr. Anilkumar and Mr. Ganesh as Non
Executive Independent Directors of the Company for second
None of the other Directors except mentioned as above, Key term of consecutive 5 (Five) Years with effect from July 09,
Managerial Personnel or the relatives of Directors and Key 2023, August 31, 2023 and August 31, 2023 respectively, in
Managerial Persons are, in any way, concerned or interested, terms of Section 149 read with Schedule IV of the Companies
financially or otherwise, in the Resolution at Item No. 6 of Act, 2013 (‘the Act’), and Regulation 17 of the Securities and
the Notice. Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations 2015’),
The Board of Directors recommends the resolution in relation as set out in the Resolutions relating to their re-appointment.
to the reappointment of Shri Raunak as Whole Time Director
designed as Executive Director of the Company as set Further, during this period of five years from July 09, 2023
out in Item No. 6 for approval of the Members by way of a to July 09, 2028, Mr. M V Shetty will attain the age of 75
Special Resolution. years on December 20, 2027. Hence it is also required to
obtain approval of the shareholders under the provision of
ITEM NO. 7, 8 & 9 provisions of Section 149, 152, 160, and other applicable
provisions, if any, of the Companies Act, 2013, Companies
Re-appointment of Mr. Mulky V Shetty (DIN: 08168960),
(Appointment and Qualification of Directors) Rules, 2014, the
Mr. Anilkumar M Marlecha (DIN: 08193193) and
Companies (Amendment) Act, 2017 (including any statutory
Mr. Ganesh N Vanmali (DIN: 08193193) as a Non-Executive
modification(s) or re-enactment thereof for the time being in
Independent Directors of the Company for a second term
force), relevant applicable regulation(s) of the SEBI (Listing
of five consecutive years
Obligations & Disclosure Requirements) Regulations, 2015
and also provisions of Articles of Association of the Company,
The members of the Company at the Extra Ordinary General
for continuation of his appointment as a Non Executive
Meeting held on July 09, 2018 appointed Mr. Mulky V Shetty
Independent Director even on attaining the age of 75 years
(having DIN. 08168960) (“M V Shetty”) as Non Executive
for the remaining period of his term of 5 years i.e. until
Independent Director of the Company for a term of five years.
July 08, 2028.
Accordingly the tenure of Mr. M V Shetty is due to expire on
July 09, 2023.
The aforesaid appointment of Mr. M V Shetty, Mr. Anilkumar
and Mr. Ganesh is subject to approval of the members of the
The members of the Company at the Annual General Meeting
Company by way of Special Resolution at this AGM.
held on August 31, 2018 appointed Mr. Anilkumar M Marlecha
(DIN: 08193193) (“Anilkumar”) and Mr. Ganesh N Vanmali
In the opinion of the Board, Mr. M V Shetty, Mr. Anilkumar
(DIN: 08193193) (“Ganesh”) as Non Executive Independent
and Mr. Ganesh fulfil the conditions specified in the Act, the
Director of the Company for a term of five years. Accordingly
Rules thereunder and the SEBI (LODR) Regulations 2015 for
the tenure of Mr Anilkumar and Mr Ganesh is due to expire
appointment as Independent Directors and he is independent
on August 31, 2023.
of the management of the Company.
In terms of provisions of section 149(10) of the Companies Act,
Brief profile of Mr. M V Shetty, Mr. Anilkumar and Mr. Ganesh
2013, an independent director shall hold office for a term up to
as stipulated under SEBI (Listing Obligations and Disclosure
five consecutive years on the Board of a Company, but shall
Requirements) Regulations, 2015 is given as an Annexure to
be eligible for reappointment on passing of a special resolution
this Notice.
by the Shareholders of the Company and disclosure of such
appointment in the Board’s report.
Except Mr. M V Shetty, being appointee, None of the Directors,
Key Managerial Personnel of the Company or their relatives
The Company has received the consent from Mr. M V Shetty,
are, in any way, concerned or interested in the resolution set
Mr. Anilkumar and Mr. Ganesh to act as the Director in the
out at item No. 7 of the Notice.
prescribed Form DIR-2 under Section 152(5) of the Act and
Rule 8 of the Companies (Appointment and Qualifications of
Except Mr. Anilkumar, being appointee, None of the Directors,
Directors) Rules, 2014.
are, in any way, concerned or interested in the resolution set
Mr. M V Shetty, Mr. Anilkumar and Mr. Ganesh has also
out at item No. 8 of the Notice.
given a declaration to the Company that he meets criteria
of independence as prescribed under Section 149 (6) of
Except Mr. Ganesh, being appointee, None of the Directors,
the Companies Act, 2013 read with Rule 5 of Companies
(Appointment & Qualification of Directors) Rules, 2014 and

are, in any way, concerned or interested in the resolution set In pursuance thereof, on the recommendation of Audit
out at item no. 9 of the Notice. Committee, the Board has at its meeting held on May 30,
2023 considered and approved appointment of M/s Paresh
The Board recommends the Special Resolution as set out at Jaysih Sampat, Cost Accountant, Mumbai (Firm Registration
item no. 7, 8 & 9 for approval by the Members. no. 102421), for cost audit of the cost records maintained by
the Company for the financial year ending March 31, 2024,
ITEM NO. 10 at a remuneration of ₹ 1.60 lakh plus GST as applicable and
reimbursement of actual travel and out-of-pocket expenses,
Ratification of the remuneration payable to the Cost
subject to ratification by the members.
Auditors of the Company for the Financial Year ending
March 31, 2024.
None of the Directors and/or Key Managerial Personnel of
the Company and their relatives are concerned or interested,
As per Section 148 of the Companies Act, 2013 read with
financially or otherwise, in the resolution set out at Item no. 10.
Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the Board shall, based on the recommendation of the Audit
The Board recommends the Ordinary Resolution at Item no.
Committee appoint a cost accountant in practice, for auditing
10 of the accompanying Notice for approval of the Members
cost records of your Company and fix their remuneration.
of the Company.
The remuneration of Cost Auditors approved by the Board
shall be subject to ratification by the shareholders.

GIDC, Phase-III,
Gujarat.

ACS - 17009

60
Annexure to the Notice

Details of the Director seeking appointment/re-appointment at this Annual General Meeting (pursuant to
Regulation 36 of the Listing Regulations and Clause 1.2.5 of Secretarial Standard on General Meetings).
Name of Director Sadashiv K Shetty Raghuram K Shetty

Date of Birth June 13, 1954 March 25, 1959
DIN No. 00038681 00038703
Date of Appointment November 01, 2023 November 01, 2023
Qualifications: Bachelor’s (physics and chemistry) and Bachelor’s degree in Economics from
Master’s (chemistry) degree in science the University of Mysore.
from University of Mysore.
A government commercial
diploma from the Department of
Education, Bureau of Government
Examinations, Maharashtra.
A diploma in export and import
management from the India International
Trade Centre, Mumbai.
Experience in years More than three (3) decades in More than three (3) decades in
agrochemicals industry agrochemicals industry
No. of equity shares held in 7201796 11911446
your Company
No. of Board meetings attended during 5 (100%) 5 (100%)
F.Y. 2022-23
Relationship with other Directors and 1. Brother of Mr. Raghuram K Shetty 1. Brother of Mr. Sadashiv K Shetty
Key Managerial Personnel: (Managing Director) (Chairman)
2. Father of Mr. Shriraj S Shetty 2. Father of Mr. Raunak R Shetty
(Whole time Director) (Whole time Director)
Terms and conditions of appointment 5 Years as Executive Chairman 5 Years as Managing Director
w.e.f. November 01, 2023 w.e.f. November 01, 2023
Liable to retire by rotation Liable to retire by rotation
Other Directorships in Companies: 1. Heranba Crop Care Limited 1. SAMS India Pvt. Ltd.
2. Chemino Pharma Limited 2. Mikusu India Pvt. Ltd.
3. Mikusu India Pvt. Ltd. 3. Heranba Organics Pvt. Ltd.
4. Heranba Organics Pvt. Ltd. 4. Crop Care Federation of India
Details of remuneration paid ₹ 1.43 crore ₹ 5.61 crore
* For additional details on skills, expertise, knowledge and competencies of Directors, please refer to Corporate Governance Report forming part of the Annual Report.
Name of Director Mulky V Shetty Anilkumar M Marlecha Ganesh N Vanmali

Date of Birth December 20, 1952 January 06, 1985 June 06, 1956
DIN No. 08168960 08193193 07833853
Date of Appointment July 09, 2023 August 31, 2023 August 31, 2023
Qualifications: a bachelor’s degree in A bachelor’s degree in a bachelor’s degree in
Science (Physics and Commerce and Law from Commerce and General
Chemistry) from the University of Mumbai Laws from University
University of Mysore of Mumbai

Name of Director Mulky V Shetty Anilkumar M Marlecha Ganesh N Vanmali

Experience in years has over two decades has more than Nine has over four decades
of experience in years of standing in the of experience in the
various fields in the legal professions banking industry and has
sector, including been associated with the
product development, Bank of Maharashtra in
plant setup and the past.
manufacturing operations
No. of equity shares held in 1 Nil Nil
your Company
No. of Board meetings attended during 6 (100%) 6 (100%) 6 (100%)
F.Y. 2022-23
Relationship with other Directors and No relationship with other directors and Key Managerial Personnel
Key Managerial Personnel:
Terms and conditions of appointment 5 (five) years 5 (five) years 5 (five) years
w.e.f. July 09, 2023 w.e.f. August 31, 2023 w.e.f. August 31, 2023
Not liable to retire Not liable to retire Not liable to retire
by rotation by rotation by rotation
Other Directorships in Companies: Nil Nil Fintectual Finvest
Pvt. Ltd.
Details of remuneration paid Except Sitting Fees, no remuneration was paid to Non Executive
Independent Directors
* For additional details on skills, expertise, knowledge and competencies of Directors, please refer to Corporate Governance Report forming part
of the Annual Report.
Name of Director Shriraj S Shetty Raunak R Shetty

Date of Birth May 01, 1989 September 02, 1992
DIN No. 06609014 08006529
Date of Appointment November 11, 2021 April 01, 2024
Qualifications: M.Tech in Chemical Engineering 1. Holds a bachelor’s degree
in commerce
Bachelors in Chemical Engineering
2. Associate member of Institute of
Chartered Accountant of India in
Short, B.Com, ACA
Experience in years More than 10 (Ten) Years in the field of More than 9 years
Agro Chemicals*
No. of equity shares held in 842500 6,36,250
your Company
No. of Board meetings attended during 4 (80%) 5 (100%)
F.Y. 2022-23
Relationship with other Directors and Son of Mr. Sadashiv K Shetty, Chairman Son of Mr. Raghuram K Shetty,
Key Managerial Personnel: Managing Director
Terms and conditions of appointment 5 (Five) Years w.e.f November 11, 2021 5 (Five) Years w.e.f April 01, 2024
Liable to retire by rotation Liable to retire by rotation
Other Directorships in Companies: 1. Heranba Crop Care Limited 1. Sams Industries Limited
2. Chemino Pharma Limited 2. Heranba Agro Science Limited
3. Heranba Organics Pvt. Ltd. 3. Heranba Organics Pvt. Ltd.
Details of remuneration paid ₹ 0.30 crore ₹ 0.30 crore
* For additional details on skills, expertise, knowledge and competencies of Directors, please refer to Corporate Governance Report forming part
of the Annual Report.

62
Board’s Report
To,
The Members,
Your Directors have pleasure in submitting their 31st Annual Report of the Company together with the Audited Statements of
Accounts for the year ended March 31, 2023.
1. FINANCIAL RESULTS:
The summarized standalone results of your Company are given in the table below:
(₹ in crore except per share)
Particulars Financial Year Ended
March 31, 2023 March 31, 2022
Revenue from Business Operations 1,324.38 1,450.37
Other Income 13.58 19.35
Total Income 1,337.96 1,469.72
Total Expenses 1,193.82 1,214.47
Profit/(loss) before Tax 144.14 255.25
Less: Tax Expenses 34.03 66.19
(including for earlier years)
Net Profit/(Loss) After Tax 110.11 189.06
Paid Up Equity Share Capital (Face Value ₹ 10 each fully 40.01 40.01
paid up)
Other Equity 776.10 674.44
Earning Per Share (Basic/Diluted) 27.52 47.25
2. DIVIDEND: ₹ 118.63 crore as on March 31, 2023 fuelling the Company’s

The Board of Directors has recommended a final dividend @ capex plans.
₹ 1.25 (Rupees One and Paise Twenty Five) per equity share
of the face value of ₹ 10.00 (Rupees Ten) each (i.e. 12.5% of The Company received six CIB registrations between March
the face value) for the financial year ended March 31, 2023, and April-2023 and began its FY24 journey on a high note.
subject to approval of the shareholders at the ensuing 31st These registrations are part of the strategy to launch five
Annual General Meeting (AGM). Dividend, if approved by new products out of Sarigam technical plant. These products
the Shareholders at the enusing Annual General Meeting will would be launched in both technical and formulations
absorb ₹ 5.00 crore (approx). The Final Dividend shall be paid segments. Approvals for formulations are already in place with
within 30 days of its declaration at the 31st AGM. the Company.
These products have already achieved success at the

3. FINACIAL PERFORMANCE AND pilot stage after R&D clearance. Initially, the Company will
OPERATIONAL REVIEW: manufacture small quantities of technical for its own branded
Revenue from Operations stood at ₹ 1,324.38 crore in FY23 formulations and subsequently enter the B2B markets once
as compared to ₹ 1,450.37 crore in FY22. EBITDA stood at the Sarigam technical plant starts commercial production.
₹ 174.6 crore during the year with EBITDA margin at 13.05%
in FY23. Profit After Tax stood at ₹ 110.11 crore in FY23 as The Company has received an Order from GPCB instructing
compared to ₹ 189.06 crore in FY22. the Company to prohibit and close the operation at its Vapi’s
Pant Unit-I situated at 1504, 1505, 1506, Phase-III, GIDC, Vapi
The Company’s FY23 revenues stood at ₹ 1,324.38 crore in & Unit-II situated at A-2, 2214/2215, Phase No. -III, Phase-III,
FY23 restricted by unfavourable global economic scenario, GIDC, Vapi (“Said Order”). GPCB has laid certain conditions
inventory build-up in the system and sluggish demand from and has asked the Company to fulfil the same.
key export regions. However, your Company have witnessed
decent traction for our formulation products in both domestic Heranba’s has aptly responded to the Gujarat Pollution
and export markets. The EBITDA margins remained muted Control Board (GPCB) closure notice for its Vapi plant.
during FY23 due to lower price realization and higher power The management is confident to resume the commercial
& fuel costs. Despite of a challenging year, Heranba’s Balance production from the Vapi unit in the coming days and the
Sheet continues to remain strong with ‘Net Debt Free’ status GPCB’s temporary Vapi plant’s closure notice has no impact
coupled with healthy gross cash & cash equivalents balance of on Heranba’s future business operations.

Heranba being responsible Company stands by its commitment 9. PARTICULARS OF CONTRACTS OR

to long term sustainability and ethical way of doing business. ARRANGEMENTS MADE WITH RELATED
The Company continues to strengthen its product portfolio with
PARTIES:
new product registrations in both domestic & export markets All contracts/arrangements/transactions entered into with
and leverage its distribution network for delivering growth in Related Parties during the Financial Year were in the ordinary
the coming years. course of business and on an arm’s length basis. There were
no Materially Related Party Transactions i.e. transactions
exceeding 10% of the annual turnover as per the last audited
4. MANAGEMENT DISCUSSION AND
financial statements. The Company has not entered into any
ANALYSIS REPORT: transaction with its Promoters, Directors, Key Managerial
The Management Discussion and Analysis Report for the year Personnel or other designated person which may have
under review, as stipulated under SEBI (LODR) Regulations is potential conflict with the interest of the Company at large.
given separately and forms part of this 31st Annual Report of
the Company. All Related Party Transaction are placed on a quarterly basis
before the Audit Committee for approval/ratification/noting etc.
5. TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION The Audit Committee has reviewed the related party
transactions as mandatorily required under relevant provisions
FUND:
of the Listing Regulations.
The Company does not have any funds as contemplated under
Section 125 of the Act lying unpaid or unclaimed for a period The said transactions are in the ordinary course of business
of seven years. Therefore there were no funds which were and at arm’s length basis. The Company had taken omnibus
required to be transferred to Investor Education and Protection approvals for indicative transactions proposed during the
Fund (IEPF). financial year ended March 31, 2023.
6. SHARE CAPITAL: The policy on Related Party Transactions as approved by the

As on March 31, 2023, the Authorized share capital of the Board is uploaded on the Company’s website may be accessed
Company stood at ₹ 45,00,00,000/- (Rupees Forty Five crore on the Company’s website.
Only) divided into 4,50,00,000 (Four core and fifty lakh) equity
shares of ₹ 10/- (₹ Ten) Each. All The particulars of contract or arrangements entered into
by the Company with related parties referred to in sub-section
As on March 31, 2023, the issued, subscribed and paid up (1) of section 188 of the Companies Act, 2013 are attached
Equity share capital of your Company stood at ₹ 40,01,34, herewith in Annexure-II in Form No. AOC-2.
670/- (Rupees Forty crore One lakh Thrity Four Thousand
Six Hundred Seventy Only) divided into 4,00,13,467 (Four Further Suitable Disclosure as required by the Accounting
crore Thirteen Four Hundread And Sixty Seven) Equity shares Standards (AS18) has been made in the notes to the Financial
of ₹ 10/- (₹ Ten) each. Statements in the Annual Report.
As on March 31, 2023, the entire share capital of the Company 10. INTERNAL FINANCIAL CONTROLS:
has been dematerialized. The internal financial controls with reference to the Financial
Statements commensurate with the size and nature of business
7. FINANCE: of the Company. Further Directors have personally overviewed
During the year under review, the Company availed the the adequacy of internal controls and also appointed M/s KD
working capital credit facilities from the existing Bankers as per Practice Consulting Pvt. Ltd. as the Internal Auditor to manage
the business requirements. Your Company has been regular in the internal controls of the Company.
paying interest and in repayment of the prinicipal amount of the
aforesaid facilities. In addition to Internal Audit, the Company has implemented
well established internal financial practices, tool for mitigating
8. DIVIDEND DISTRIBUTION POLICY: risk in order to ensure adequate internal financial control
commensurate with the size of the Company.
Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations’) requires the top 1000 11. FINANCIAL LIQUIDITY:
listed entities, based on market capitalization calculated as Cash and Cash Equivalent as at March 31, 2023 was ₹ 118.63
on March 31 of every Financial Year, to formulate a Dividend crore. The Company’s working capital management is based
Distribution Policy and disclose the same in the Annual Report on a well-organized process of continuous monitoring and
and on the website of the Company. control on Receivables, Inventories and other parameters.
The Board of Directors of the Company has adopted a Dividend 12. INSURANCE:
Distribution Policy, which aims to ensure fairness, sustainability All properties and insurable interests of the Company including
and consistency in distributing profis to the Shareholders. The buildings, plant and machinery and stocks have been fully
Policy is attached as Annexure-I and is also available on the insured. The Company has obtained the Director & Officer
website of the Company i.e., www.heranba.co.in under the (D&O) policy for its Directors and Officers.
Investors Relations-section.

64
13. CREDIT RATING: from the Managing Director to this effect form part of this report
As on the date of this report, the Credit Rating as provided by and annexed as Annexure-III.
CRISIL Rating Limited (A Credit Rating Agency “CRISIL”) on
the Total Bank Loan Facilities of Heranba Industries Limited 16. PREVENTION OF INSIDER TRADING:
are as under: Pursuant to the SEBI (Prohibition of insider trading)
Regulations, 2015, the Company has formulated and adopted
Long-Term Rating CRISIL A/Positive (Reaffirmed) a Code for Prevention of Insider Trading.
Short-Term Rating CRISIL A1 (Reaffirmed)
The Company has adopted a Code of Conduct for Prevention
of Insider Trading with a view to regulate trading in securities
14. VIGIL MECHANISM/WHISTLE BLOWER
by the Directors and designated employees of the Company.
POLICY: The Code requires pre-clearance for dealing in the Company’s
The Company has a Vigil Mechanism/Whistle Policy under shares and prohibits the purchase or sale of Company
which it established a Whistle Blower Policy/Vigil Mechanism. shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in
This policy seeks the support of employees, channel partners relation to the Company and during the period when the Trading
and vendors to report Significant deviations from key Window is closed. The Board is responsible for implementation
management policies and report any non-compliance and of the Code.
wrong practices, e.g., unethical behavior, fraud, violation of
law, inappropriate behavior/conduct etc. All Board Directors and the designated employees have
confirmed compliance with the Code.
The Vigil Mechanism/Whistle Blower policy cover serious
concerns that could have grave impact on the operations and 17. CORPORATE GOVERNANCE REPORT:
performance of the business of Heranba Industries Limited. A
Your Company maintains the highest level of transparency,
Vigil (Whistle Blower) mechanism provides a channel to the
accountability and good management practices through the
employees and directors to report to the management concerns
adoption and monitoring of corporate strategies, goals and
ethical behavior, actual or suspected fraud or violation of the
procedures to comply with its legal and ethical responsibilities.
code of conduct mechanism provides for adequate safeguards
against victimization of employees and Directors to avail of the
The Board has also evolved and adopted a Code of Conduct
mechanism and provide for direct access to the Chairman of
as per SEBI (Listing Obligations and Disclosure Requirements)
the Audit Committee in exceptional cases.
(Amendment) Regulations, 2018 based on the principles
of good Corporate Governance and Best Management
The policy neither releases employees from their duty of
Practices. The Code is available on the Company’s website
confidentiality in the course of their work nor can it be used as
i.e. www.heranba.co.in under “Investors Relation-Corporate
a route for raising malicious or unfounded allegations against
Governance” Section.
people in authority and/or colleagues in general.
As required by SEBI (Listing Obligations and Disclosure
The detailed Vigil Mechanism/Whistle Blower Policy of the
Requirements) Regulations, 2015, a separate Report on
Company is uploaded on the Company’s website may be
Corporate Governance along with the Practising Company
accessed on the Company’s website.
Secretary’s Certificate conforming compliance with Corporate
Governance norms is annexed to this Report.
15. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct 18. CEO/CFO CERTIFICATION:
which is applicable to the Members of the Board and all senior
In terms of SEBI (LODR) Regulations, the Certificate signed by
management personnel in the course of day to day business
Mr. Raghuram K Shetty, Managing Director and Mr. Rajkumar
operations of the Company. The Company believes in “Zero
Bafna, Chief Financial Officer of the Company was placed
Tolerance” against bribery, corruption and unethical dealings/
before the Board of Directors along with Annual Financial
behaviours of any form and the Board has laid down the
Statement for the financial year ended March 31, 2023 at
directives to counter such acts. The code laid down by the
its meeting.
Board is known as “code of conduct for Board of Directors and
Senior Management Personnel”. The Code has been posted
on the Company’s website www.heranba.com. 19. STATEMENT CONCERNING
DEVELOPMENT AND IMPLEMENTATION
The Code lays down the standard procedure of business OF RISK MANAGEMENT POLICY OF THE
conduct which is expected to be followed by the Directors and COMPANY:
the designated employees in their business dealings and in
Heranba Industries Limited is exposed to risks such as Natural
particular on matters relating to integrity in the work place,
Disaster, Occupational health & safety hazards, Supply
in business practices and in dealing with stakeholders. The
Chain Risk, Quality of Products, Business dynamics Risks,
Code gives guidance through examples on the expected
Business Operations Risks, liquidity risk, Interest rate risk,
behaviour from an employee in a given situation and the
Credit Risks, Logistic Risks, Pollution Free Environment Risk,
reporting structure.
Market Risks/Industry Risks, Human Resource Risks, Disaster
Risks, System Risks and Legal Risks, Data Protection Risk,
All the Board Members and the Senior Management personnel
Credit risk and Operational risk that are inherent in the agro
have confirmed compliance with the Code. All Management
chemical Industry.
Staff were given appropriate training in this regard. A Certificate

The Company has adopted the systematic approach to mitigate At this ensuing General Meeting, Your Board recommended for
the risk associatited with the objectives, operations, revenues your approval for the re-appointment of the below mentioned
and regulations. directors. A resolution relating to the aforesaid re-appointments
are being placed at this 31st AGM before the Members for
By strictly following the regulatory norms and Guidelines, the their approval.
Company effectively manages the risks and has a focused
Risk Management monitoring in place. i. the re-appointment of Shri Sadashiv K Shetty (DIN:
The Company has a Risk Management Committee to monitor Executive Chairman of the Company, whose office will
the risk associated with the Company. The said Committee be liable to determination by retirement by rotation, for a
from to time discussed risk and mitigation measure adopted to period of five (05) years with effect from November 01,
mitigate the risk. The Committee recommend from time to time 2023 till October 30, 2028 and also the continuation
Board the necessary measures to mitigate the risk. of the appointment of Shri Sadashiv K Shetty (DIN:
A detailed Risk Management Policy is available Company’s Executive Chairman of the Company on attaining the
website www.heranba.co.in. age of 70 years on June 13, 2024 for the remaining period
of his term of 5 years i.e. until October 30, 2028.
20. INDUSTRIAL RELATIONS:
ii. the re-appointment of Shri Raghuram K Shetty (DIN:
During the year under review, your Company enjoyed cordial
00038703) as a Managing Director of the Company,
relationship with workers and employees at all levels.
whose office will be liable to determination by retirement
by rotation, for a period of five (05) years with effect from
21. DETAILS OF POLICY DEVELOPED AND November 01, 2023 till October 30, 2028.
IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY: iii. the re-appointment of Shri Raunak R Shetty (DIN:
During the Year under review the Board has made the total 08006529) as a Whole Time Director designated as
expenditure under CSR of ₹ 4.26 crore. for F.Y. 2022-23 Executive Director of the Company, whose office will
whereas the total Amount required to be spent was ₹ 3.95 be liable to determination by retirement by rotation, for a
crore. crore for the financial year 2022-23. The detailed Report period of five (05) years with effect from April 01, 2024 till
on CSR Activities as per Annexure-IV. March 31, 2029.
iv. the re-appointment of Mr. Mulky V Shetty (DIN:

22. SUBSIDIARIES, JOINT VENTURES AND
08168960) as a Non-Executive Independent Director
ASSOCIATE COMPANIES: of the Company for a second term of five consecutive
During the year under review, Your Company has incorporated years with effect from July 09, 2023 till July 08, 2028
two New Wholly Owned Subsidiary Companies in India and continuation of the appointment of Mr. Mulky
under the name of Mikusu India Private Limited and Heranba V Shetty (DIN: 08168960) as a Non-Executive
Organics Private Limited. Independent Director of the Company on attaining
the age of 75 years on December 20, 2027 for the
A Statement containing the basic financial details of the remaining period of his second term of 5 consecutive
aforesaid subsidiary companies in Form AOC-I is annexed years i.e. until July 08, 2028.
as Annexure-V.
v. the re-appointment of Mr. Anilkumar M Marlecha
23. DIRECTORS & KMP: (DIN: 08193193) as a Non-Executive Independent
a. Appointment/Re-appointment/Resignation of Director of the Company for a second term of five
Directors. consecutive years with effect from August 31, 2023 till
August 30, 2028, and whose office shall not be liable
During the year under review, Mr. Nimesh S Singh (DIN:
to retire by rotation.
00062998), Non Executive Independent Director resigned
from the Board w.e.f. August 12, 2022.
vi. the re-appointment of Mr. Ganesh N Vanmali (DIN:
07833853) as a Non-Executive Independent
Mrs. Sujata S Shetty (DIN: 00632563), Executive Director
Director of the Company for a second term of five
resigned from the Board w.e.f. August 25, 2022.
consecutive years with effect from August 31, 2023
till August 30, 2028, and whose office shall not be
Mr. Kaushik H Gandhi (DIN: 01265059), Non Executive
liable to retire by rotation.
Independent Director resigned from the Board w.e.f. November
08, 2022.
During the year under review, the non-executive directors
of the Company had no material pecuniary relationship or
Mrs. Vanita R Shetty (DIN: 02493401), Executive Director
transactions with the Company, other than sitting fees and
resigned from the Board w.e.f. November 08, 2022.
reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board/Committee of the Company.
At the ensuing Annual General Meeting, Mr. Shriraj S Shetty
(DIN: 06609014), would retire by rotation and being eligible for
the re-appointment, offers himself for re-appointment.

66
Details of the Directors seeking appointment/reappointment attributes and independence of a Director. The Nomination &
including a profile of these Directors, are given in the Notice Remuneration Committee is also responsible for recommending
convening the 31st Annual General Meeting of the Company. to the Board a policy relating to the remuneration of the
Directors, Key Managerial Personal and other employees.
Based on the confirmations received, none of the Directors In line with this requirement, the Board has decided to form
are disqualified for appointment under section 164(2) of Remuneration Committee.
Companies Act, 2013.
f. Non Disqualifications of Directors:
b. Key Managerial Personnel (KMP): None of the Directors on the Board of the Company for the
Pursuant to Section 2(51) read with Section 203 of the Financial Year ending on March 31, 2023 have been debarred
Companies Act, 2013 read with Rules made thereunder, the or disqualified from being appointed or continuing as Directors
following person has been designated as Key Managerial of companies by the Securities and Exchange Board of India,
Personnel of the Company under the Companies Act, 2013. Ministry of Corporate Affairs, or any such other Statutory
Authority. Practising Company Secretary’s Certifcate confrming
(a) Mr. Sadashiv K Shetty, Chairman & Executive Director
the above is annexed herewith as Annexure-VI.
(b) Mr. Raghuram K Shetty, Managing Director
(c) Mr. Rajkumar Bafna, Chief Financial Officer. 24. AUDITORS:
a. Statutory Auditor:
(d) Mr. Abdul Latif, Company Secretary.
The Members of the Company at the 30th Annual General
c. Declaration by Independent Directors: Meeting (‘AGM’) held on Wednesday, July 27, 2022 approved
the appointment of Messrs. Natvarlal Vepari & Co., Chartered
The Company has received necessary declaration from each Accountants (Registration No. 106971W), as the Statutory
independent director under Section 149(7) of the Companies Auditor of the Company for a period of 5 (five) years from the
Act, 2013, that he/she meets the criteria of independence laid conclusion of 30th Annual General Meeting (“AGM”) till the
down in Section 149(6) of the Companies Act, 2013 read with conclusion of the 35th (Thirty Fifth) AGM.
rules framed thereunder and SEBI (LODR) Regulation.
b. Cost Records & Cost Auditors:
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise Pursuant to the provision of Section 148 of the Companies Act,
and experience. 2013 read with Rule 14 of the Companies (Audit and Auditors)
Rules, 2014 and the Companies (Cost Records & Audit) Rules,
In terms of regulation 25(8) of the Listing Regulations, they 2014, the Company maintains the cost records & accounts in
have confirmed that they are not aware of any circumstances respects of products manufactured by the Company which
or situation which exist or may be reasonably anticipated that needs to be audited by the Cost Auditor.
could impair or impact their ability to discharge their duties.
Based on the declarations received from the independent In compliance to the above, the Board of Directors has
directors, the Board has confirmed that they meet the criteria appointed Mr. Paresh Jaysih Sampat, Cost Accountants, as
of independence as mentioned under regulation 16(1)(b) the Cost Auditors of the Company for the financial year ended
of the Listing Regulations and that they are independent of March 31, 2024. As required by the Act, the remuneration
the management. of the Cost Auditor has to be ratified by the Members and
accordingly the resolution relating to the Cost Auditors is being
d. Annual Evaluation: placed before the Members for their ratification.
The Company has the Evaluation Policy, Remuneration c. Secretarial Auditors & Secretarial Audit Report:
Policy and The criteria for determining qualifications, positive
attributes and independence of a director. Based on the In compliance of the provisions of Section 204 of the Companies
above policies and criteria, the Nomination and Remuneration Act, 2013, your Directors have appointed M/s. K. C. Suthar &
Committee evaluated the performance of Individual directors. Co., Practicing Company Secretary, as Secretarial Auditor of
The Independent Directors at their separate meeting, also the Company for the financial year under review.
reviewed the performance of the non independent directors
and Board as a whole and also review the performance of The Secretarial Audit Report issued in the Form MR-3 given by
the Chairman and further assessed the quality of flow of the the Company secretary in practice is annexed with the report
information between the Board and Management. In addition as Annexure-VII.
to the above evaluation, the Board has carried out an annual
performance evaluation of its own performance, the Directors The Secretarial Audit Report does not contain any qualification(s),
individually as well as the evaluation of its Committees of the reservation(s), adverse remark(s) or disclaimer(s).
Board of Directors. The performance of Individual Director vis-
à-vis Board and Committees found satisfactory. The Company has complied with the applicable secretarial
standards issued by the Institute of Company Secretaries
e. Remuneration Policy for the Directors, Key of India.
Managerial Personnel and other Employees:
In terms of the provisions of Section 178 (3) of the Act, the
Nomination & Remuneration Committee is responsible for
formulating the criteria for determining qualification, positive

25. EXPLANATION OR COMMENTS ON g. Annual Return:

QUALIFICATIONS, RESERVATIONS OR The extracts of Annual Return [MGT-9] pursuant to the
ADVERSE REMARKS OR DISCLAIMERS MADE provisions of Section 92 read with Rule 12 of the Companies
BY THE AUDITORS AND THE PRACTICING (Management and administration) Rules, 2014 has been
placed on the website of the Company and can be accessed
COMPANY SECRETARY IN THEIR REPORTS: at www.heranba.co.in
a. Auditors Qualification:
There were no qualifications, reservations or adverse remarks h. Particulars of Employees:
made by the Auditor in his report made for the financial year The Statement of Disclosure of Remuneration under Section
under review. 197 of the Companies Act, 2013 read Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
b. Secretarial Audit Report by Practicing Company Personnel) Rules, 2014 is annexed as Annexure-VIII.
Secretary:
There were no qualifications, reservations or adverse remarks i. Status of Listing Fees:
made by the Secretarial Auditor in his report made for the The Shares of the Company are continued to be listed on the
financial year under review. BSE Limited (“BSE”) and National Stock Exchange of India
Limited (“NSE”).
c. Details of Fraud Reported by Auditors:
There were no frauds which are reported to have been Listing Fees for the Financial Year 2023-24 have been duly
committed by employees or officers of the Company. The paid to BSE and NSE, where Company’s shares are Listed.
statutory auditors of the Company have vide their report of
even date confirmed that no fraud by the Company and no j. Disclosure pursuant to Section 197(14) of the
material fraud on the Company has been noticed or reported Companies Act, 2013 and rules made thereunder.
during the year. The Managing Director and Whole Times Directors of the
Company are not in receipt of any remuneration and/or
26. OTHER DISCLOSURE: commission from any subsidiary Company, as the case may be.
a. Meetings:
k. Registrar and Share Transfer Agent:
The details of the various meetings of the Board and its
committees are provided in the Corporate Governance Report. M/s Bigshare Services Private Limited is the Registrar and
Share Transfer Agent of the Company for the physical and
b. Committees of the Board: Demat shares. The members are requested to contact directly
for any requirements.
The details of the various committes constituted by the Board
are provided in the Corporate Governance Report.
l. Compunding of Offence:
c. Change in the Nature of Business: There have been certain non-compliances in respect of the
Company law related matter for which the Compounding
There has been no change in the Nature of Business during
application was filed by Company voluntarily with the Registrar
the year under review. Further no material changes or
of Companies.
commitments have occurred between the end of the financial
year and the date of this report which affect the financial
Out of the aforesaid compounding applications, one application
statements of the Company.
relating to the non appointment of Internal Auditor in terms of
Section 138 of the Companies Act, 2013 has been disposed
d. Material Changes and Commitment if any
off and the defaults has been compounded by paying the
Affecting the Financial Position of the Company:
proper compounding fees. Further the aforesaid defaults has
No material changes and commitments affecting the financial been made good by the Company by way of appointing the
position of the Company occurred between the end of the internal auditor.
financial year to which this financial statements relate and the
date of this report. One compounding application filed by the Company under
section 203 of the Companies Act for late appointment of
e. Deposits: Company Secretary [KMP] by 79 days delayed from the date
The Company has neither accepted nor renewed any deposits of applicability. However it is appeared from the Section-203
from public during the year nor has any outstanding Deposits that provides the cooling period of 6 months from the date
in terms of Section 73 of the Companies Act, 2013. Further of applicability. The Company has appointed the KMP within
there were no Deposits which are not in compliance of the 3 months from the date of applicability and therefore, the
requirements of Chapter V of the Act. Company has complied with the provisions of section 203 of
the Companies Act, 2013 and hence the said application has
f. Loans, Guarantees and Investments: been withdrawn.
Details of Loans, Guarantees and Investments covered under
the provision of Section 186 of the Companies Act, 2013 are m. Complaints relating to Child Labour, Forced
given in the notes to the Financial Statements. Labour, Involuntary Labour, Sexual Harassment:

68
The Company has adopted a policy on prevention, prohibition and Redressal of Sexual harassment at workplace and has duly
constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. No case of child labour, forced labour, involuntary
labour, sexual harassment and discriminatory employment was reported during the FY 2022-23. The Company has a policy on
sexual harassment under which employees can register their complaints against sexual harassment. The policy ensures a free
and fair enquiry with clear timelines
n. Material Orders passed by Regulators, Courts or Tribunal:

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status
of the Company and the Company’s operations in future.
o. Research and Development and Quality Control:

The activities of R&D consist of improvement in the process of existing products, decrease of effluent load and to develop new
products and by-products.
The management is committed to maintain the quality control and it is the strength of the Company. All raw materialand finished
products and materials at various stages of process pass through stringent quality check for the better result and product.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:
a. Conservation of Energy and Technology Absorption:
Power and fuel Consumption:
The Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988 require the disclosure of particulars
regarding Conservation of Energy in Form-A and Technology Absorption in Form-B as prescribed by the Rules.
The details are as follows:
Particulars As at March 31, 2023 March 31, 2022

(1) Electricity
Purchased units 2,99,13,826 3,02,11,756
Total Amount (₹ in crore) 27.22 24.16
Rate per Unit (in ₹) 9.10 8.00
(2) Own Generator
Fuel (Diesel) units 86,70,528 65,41,882
Total Amount (₹ in crore) 55.49 41.71
Rate per Liter (in ₹) 64.00 63.76
b. Technology Absorption:
The technology required for the Company is available indigenously.
c. Foreign Exchange Earnings & Outgo:

(₹ in crore)
Particulars As at March 31, 2023 March 31, 2022
Earnings 534.70 600.77
Outgo 165.02 195.62
28. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial
year and of the profit and loss of the Company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. The directors had prepared the annual accounts on a going concern basis; and
e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
29. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government
Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply
appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed
greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support
and confidence reposed on your Company.
For Heranba Industries Limited
Date: May 30, 2023 Sadashiv K. Shetty Raghuram K. Shetty

Place: Mumbai Chairman Managing Director
DIN: 00038681 DIN: 00038703

70
Annexure-I
DIVIDEND DISTRIBUTION POLICY
1. OBJECTIVE 5.2. Internal and external factors that would be

The objective of this Policy document is to articulate HERANBA considered for declaration of dividend:
INDUSTRIES LIMITED’S Dividend Distribution Policy 5.2.1 Heranba Industries Limited considers several
(DDP). This Policy applies to all types of Dividend declared Internal and External Factors before deciding declaration or
or recommended by the Board of Directors of the Company recommendation of dividend.
and seeks to conform to the requirements of Section 123 of
the Companies Act, 2013, the notified rules thereof and other 5.2.2 The Internal Factors are adequacy of profits for last
such provisions. three years and likely profits for next year, allocation of funds
towards capital expenditure and working capital requirements.
2. PHILOSOPHY
5.2.3 The External Factors that would impact dividend payout
At HERANBA INDUSTRIES LIMITED we respect, and are
are alternative investment opportunities, interest rate on
committed to, our role towards shareholders and meeting our
surplus funds, taxation on distribution of dividend and dividend
obligations to the communities in which we do business. We
payout ratios of comparable companies.
believe that sustainable growth can be achieved by creating
wealth and jobs, developing useful skills, and investing time
5.3. The financial parameters that will be
and money in people. HERANBA INDUSTRIES LIMITED
considered while declaring dividends:
aims to share its prosperity with the shareholders by way of
declaring dividend subject to liquidity and growth requirement. 5.3.1 In order to maximize corporate value over the long
term, internal capital resources will be secured for measures
that will increase corporate value. These measures include
3. THE REGULATORY FRAMEWORK
investments in R&D and Capital Investments, which are vital
Pursuant to Regulation 43A of the SEBI (Listing Obligations to future business expansion.
and Disclosure Requirements) Regulations, 2015, top 1000
Listed Companies in India as per Market Capitalization as 5.3.2 After taking into consideration the required investments
on the preceding Financial Year shall formulate a dividend for future growth and the level of free cash flow, surplus will be
distribution policy. HERANBA INDUSTRIES LIMITED falls distributed to the shareholders to the maximum extent possible.
within the list of Top 1000 Listed Companies.
5.4. The circumstances under which the
4. DEFINITIONS shareholders can or cannot expect dividend:
Unless repugnant to the context: In an event where Company has undertaken a significant
project requiring higher allocation of capital or in event where
4.1 “Act” shall mean the Companies Act, 2013 including the the Company’s profits are inadequate or Company makes
Rules made thereunder. losses, the Company would like to use the Company’s reserves
judiciously and not declare dividend or declare dividend lower
4.2 “Company or HERANBA INDUSTRIES” shall mean than its normal rate of dividend.
Heranba Industries Limited.
5.5. Policy as to how the retained earnings will be
4.3 “Chairman” shall mean the Chairman of the Board of utilized:
Directors of the Company. 5.5.1 The Company would like to retain the balances
in Reserves and Surplus to give the required strength
4.4 “Board” or “Board of Directors” shall mean Board of to the balance sheet for exploring leverage options for
Directors of the Company. supporting growth.
4.5 “Dividend” shall mean Dividend as defined under 5.5.2 The Company would be very cautious in declaring divided
Companies Act, 2013 or SEBI Regulations. out of past profits and reserves.
4.6 “SEBI Regulations” shall mean the Securities and 5.6. Transfer of Profits to Reserves:
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 together with the circulars The Company will not transfer any amount to reserves unless
issued there under, including any statutory modifications or re- there is statutory requirement.
enactments thereof for the time being in force.
5.7. Provisions regarding class of shares:
5. POLICY Currently, the Company has issued only Equity Shares and this
Policy shall be applicable to Equity Shares. As and when the
5.1 Frequency of payment of dividend:
Company issues other kind of shares, the Board shall amend
5.1.1 Heranba Industries Limited believes in rewarding this Policy along with Rationale at the time or before issue of
its shareholders as and when the funds are available for other class of shares.
distribution as dividend and generally strive to recommend
Final Dividend to the Members at the Annual General Meeting
of the Company.

6. PROCEDURE Transfer to Unpaid Dividend Account:

6.1 The Board of Directors of the Company will analyze all the (1) Where a dividend has been declared by a Company but
parameters and recommend appropriate dividend. has not been paid or claimed within thirty days from the
date of the declaration to any shareholder entitled to the
6.2 The Company Secretary & Compliance Officer of the payment of the dividend, the Company shall, within seven
Company shall ensure compliance of Insider Trading Rules days from the date of expiry of the said period of thirty
of the Company and SEBI (Listing Obligations and Disclosure days, transfer the total amount of dividend which remains
Requirements) Regulations, 2015. unpaid or unclaimed to a special account to be opened by
the Company in that behalf in any scheduled bank to be
6.3 The Board of Directors shall approve the declaration or called the Unpaid Dividend Account.
recommendation of Dividend after ensuring compliance of Act,
SEBI Regulations and this Policy. (2) The Company shall, within a period of ninety days of
making any transfer of an amount under sub-section (1)
6.4 The Company shall ensure compliance of provisions of Act, to the Unpaid Dividend Account, prepare a statement
SEBI Regulations and this Policy in relation to dividend. containing the names, their last known addresses and the
unpaid dividend to be paid to each person and place it
7. DISTRIBUTION OF DIVIDEND on the web-site of the Company, if any, and also on any
other web-site approved by the Central Government for
a. Periodicity: this purpose, in such form, manner and other particulars
On Completion of Financial Year. as may be prescribed.
The Board of Directors of the Company may recommend a d. Transfer to IEPF:

Dividend for respective financial year and may be declared in
The dividend remained unpaid and unclaimed for a period
the Annual General Meeting.
of 7 years (as per the provisions of Sections 124(5) of the
Companies Act, 2013) shall be transferred to Investors
b. Dividend Entitlement: Education and Protection Fund set up by the Government in
The members, whose name appear in the register of members that regard.
as on the record date/Book Closure, shall be entitled for
the dividend. 8. GENERAL
c. Mode of Payment: 8.1 This Policy would be subject to revision/amendment in
accordance with the guidelines as may be issued by Ministry
The payment of the dividend would be in cash: of Corporate Affairs and/or Securities Exchange Board of India
from time to time, on the subject matter.
i) Through electronic clearing services (local, regional
or national), direct credit, real time gross settlement, 8.2 The Company reserves its right to alter, modify, add,
national electronic funds transfer etc. for making payment delete or amend any of the provisions of this Policy.
of dividend. OR
8.3 In case of any amendment(s), clarification(s), circular(s)
ii) Through issuance of ‘payable-at-par’ warrants/cheques/ etc. issued by the relevant authorities, not being consistent
demand draft, in case where bank details are not available with the provisions laid down under this Policy, then such
or the electronic payment instructions have failed or have amendment(s), clarification(s), circular(s) etc. shall prevail
been rejected by the bank. upon the provisions hereunder and this Policy shall stand
amended accordingly from the effective date as laid down
under such amendment(s), clarification(s), circular(s) etc.

DIN: 00038681 DIN: 00038703

72
Annexure-II
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-
section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
Details of material contracts or arrangement or transactions with related parties at arm’s length basis
during the Financial Year ended March 31, 2023:
a. Name(s) of the related party Mrs. Shreya M. Shetty Mr. Roshan R Shetty
b. Nature of Relationship Relative of Director Relative of Director
c. Nature of contracts/arrangements/transactions Professional Charges Remuneration
d. Duration of the contracts/arrangements/transactions On going On going
e. Salient terms of the contracts or arrangements or ₹ 30.00 lakh per annum ₹ 20.00 lakh per annum
transactions including the value, if any
f. Date(s) of approval by the Board May 14, 2022 May 14, 2022
g. Date(s) of Approval by Shareholders (if any) NA NA
h. Amount paid as advances, if any Nil Nil
a. Name(s) of the related party Mikusu India Private Limited Mikusu India Private Limited
b. Nature of contracts/arrangements/transactions Wholly Owned Subsidiary Wholly Owned Subsidiary
and director of the Company and director of the Company
is director in this Company is director in this Company
c. Duration of the contracts/arrangements/transactions Inter Corporate Deposit Inter Corporate Deposit
(“ICD”) Interest Received
Investment in WOS Sale of
Goods & Service Purchase
of Goods & Service Leasing
of Property
d. Salient terms of the contracts or arrangements or ₹ 5.00 crore for ICD with 9% ₹ 20.00 crore with 9%
transactions including the value, if any interest p.a. interest p.a.
₹ 10.00 lakh for investment
in Mikusu
₹ 40.00 crore for Sale of
goods for one year
₹ 20.00 crore for Purchase of
goods for one year
₹ 50.00 lakh as a rent per
year for leasing the property
e. Date(s) of Approval by Board May 14, 2022 January 28, 2023
f. Date(s) of Approval by Shareholders(if any) NA NA
g. Amount paid as advances, if any Nil Nil

a. Name(s) of the related party Heranba Organics Heranba Organics Heranba Organics
Private Limited Private Limited Private Limited
b. Nature of Relationship Wholly Owned Subsidiary and director of the
Company is director in this Company
c. Nature of contracts/ Investment Inter-Corporate Inter-Corporate
arrangements/ Deposit (“ICD”) Deposit (“ICD”)
transactions Leasing of Property
Sale of Fixed Assets
d. Duration of the contracts/ Investment in WOS ICD-5 years ICD-5 years
arrangements/transactions one time Leasing of
property-5 years
e. Salient terms of the contracts or ₹ 10.00 lakh for ₹ 50.00 crore for ICD with ₹ 50.00 crore for ICD with
arrangements or transactions investment in HOPL 9% interest p.a. 9% interest p.a.
including the value, if any ₹ 3.00 crore as Rent
per year.
₹ 40.00 crore for sale of
fixed assets
f. Date(s) of approval by the Board August 12, 2022 November 08, 2022 March 16, 2023
g. Date(s) of Approval by NA NA NA
Shareholders(if any)
h. Amount paid as advances, if any: Nil Nil Nil

DIN: 00038681 DIN: 00038703

74
Annexure-III
DECLARATION BY THE MANAGING DIRECTOR UNDER REGULATION 26 OF SEBI (LODR)
REGULATIONS, 2015 REGARDING COMPLIANCE WITH CODE OF CONDUCT
In accordance with Regulation 26 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, I hereby
confirm that all the Directors and Senior Management Personnel of the Company have affirmed compliance with the Code of
Conduct, as applicable to them for the Financial Year ended on March 31, 2023.
Date: May 30, 2023 Raghuram K. Shetty

Place: Mumbai Managing Director
DIN: 00038703

Annexure-IV
ANNUAL REPORT ON CSR ACTIVITIES
1. Brief outline of the Company CSR policy and projects or programs:

The Board of Directors has formed the CSR Committee to look after CSR activities. The Company has framed the policy which
is made available at the website of Company www.heranba.co.in. This CSR Policy outlines the Company’s responsibility as a
corporate citizen and lays down the guidelines and mechanism for undertaking activities for welfare & sustainable development
of the community at large. It is Company’s conscious strategy to design and implement CSR programs, that encompass the
disadvantaged sections of society. This Policy shall apply to all CSR initiatives and activities taken up by the Company, for the
benefit of different segments of the society, specifically the deprived, under privileged and differently abled persons. During the
year under review, the Company carried out the various programs or projects which are given herein below.
2. Composition of the CSR Committee:
Name of The Member Designation/Nature No. Meetings of held No. Meetings of Attended
of Directorship
Mulky V Shetty Chairman/ID* 1 1
Kaushik H Gandhi Member/ID* NA NA
(Resigned on November
08, 2022)
Sadashiv K Shetty Member/WTD** 1 1
Ganesh N Vanmali Member/ID* 1 1
(Appointed w.e.f. November
08, 2023)
* ID means Independent Director
** WTD means Whole Time Director
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by
the board are disclosed on the website of the Company:
www.heranba.co.in
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule
8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report):
Not applicable for the financial year under review.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and amount required for set off for the financial
year, if any:
Sl. No. Financial Year Amount available for set-off from Amount required to be set-off for
preceding financial years the financial year, if any
(₹ in crore) (₹ in crore)
Not Applicable
6. Average net profit of the Company for last three financial years as per section 135(5): ₹ 197.46 crore
7.
(a) Two percent of average net profit of the Company as per section 135(5): ₹ 3.95 crore.
(b) Surplus arising out of the CSR projects or programs or activities of the previous financial years: Nil
(c) Amount required to be set off for the financial year, if any: Nil
(d) Total CSR obligation for the financial year (7a+7b-7c): ₹ 3.95 crore.

76
8.
(a) CSR amount spent or unspent for the financial year:
(₹ in crore)
Total Amount Amount Unspent
Spent for the
Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule
Financial Year
CSR Account as per section 135(6) VII as per second proviso to section 135(5)
Amount Date of Transfer Name of the fund Amount Date of Transfer
₹ 4.26 ---- ---- ---- ---- ----
(b) Details of CSR amount spent against ongoing projects for the financial year: Not Applicable
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(₹ in crore)
Sl. Name of Project Item from Local Location of Project Amount Mode of Mode of Implementation
No. the list of Area spent implementation through implementing agency
activities for the Direct
in State District Project (yes/no) Name CSR
schedule Registration
VII of Number
the Act
1 Vocational Cl.No. - (ii) Yes Rajasthan Bhilwada, 1.25 No Dr. Brijmohan CSR00024992
Training to & Gujarat Vapi, etc Sapoot Kala
underprivileged Sanskriti
students Sansthan
2 Vocational Training to Cl.No. - (ii) Yes Uttar Pradesh Mathura 2.25 No Jan Jagrati CSR00006903
underprivileged students Sevarth
Sansthan
3 Green Community Toilet Cl.No. - (i) Yes Gujarat Vapi 0.17 No Comfort At 60 CSR00051266
at GIDC Vapi Charitable Trust
4 Distribution of appliances Cl.No. - (i) Yes Gujarat Valsad, Surat 0.02 No Vapi Industry CSR00020251
for Divyang Association
5 Purchase of School Bus Cl.No. - (ii) Yes Kerala Kasargod 0.17 No Jagadguru CSR00039536
Shree
Nityananda
Mahapeetam
Charitable Trust
6 Government Cl.No. - (ii) Yes Karnataka Udupi 0.05 No Nandikur CSR00023492
School Auditorium Eduction Trust
7 Training Expenses for Cl.No. - -- --- ---- 0.05 Yes NA NA
Athlete (Badminton) (vii)
8 Education Development Cl.No. - (ii) Yes Gujarat Umbergaon 0.05 No Shah CSR00033242
for Class Room BGC Edun
Society
9 Education Development Cl.No. - (ii) Yes Maharashtra Mumbai 0.01 No Bombay Bunts CSR00008199
Association
10 Culture Cl.No. - (v) Yes Maharashtra Mumbai 0.05 No Jankalyan CSR00026411
Program Development Foundation
11 Education & Cl.No. - (ii) Yes Gujarat Umbergaon 0.10 No Sanskrutik CSR00039428
Literacy Development Vikas
Mandal
12 Culture Cl.No. - (v) Yes Gujarat Umbergaon 0.08 No Kelvani Mandal CSR00038580
Program Development
Total ₹ 4.26
(d) Amount spent in Administrative Overheads: Not Applicable
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): ₹ 4.26 crore

(g) Excess amount for set off, if any:

(₹ in crore)
Sl. No. Particulars Amount
(i) Two percent of average net profit of the Company as per section 135(5) ₹ 3.95
(ii) Total amount spent for the Financial Year ₹ 4.26
(iii) Surplus arising out of the CSR projects or programmes or activities of the previous ----
financial years, if any
(iv) Amount available for set off in succeeding financial years [(iii)-(iv)] ----
9.
(a) Details of Unspent CSR amount for the preceding three financial years:
(₹ in crore)
Sl. No. Preceding Amount Amount Amount transferred to any fund specified Amount
Financial Year transferred to spent in the under Schedule VII as per section 135(6), remaining to
Unspent CSR reporting if any be spent
Account under Financial Name of Amount Date in succeeding
section 135 (6) Year the Fund of transfer financial years
Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(₹ in crore)
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl.No. Project ID Name of Financial Project Total Amount spent Cumulative Status of
the Project Year in duration amount on the project amount spent the
which the allocated in the at the end project-
project was for reporting of reporting Completed
commenced the project Financial Year Financial Year /Ongoing
Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or
acquired through CSR spent in the financial year (asset-wise details): Not Applicable
11. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per
section 135(5): Not Applicable

DIN: 00038681 DIN: 00038703

78
Annexure-V
FORM AOC-1
[As on March 31, 2023]
(Pursuant to first provision to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries or associate or joint ventures companies
PART-A SUBSIDIARIES
(Information in respect of each subsidiary to be presented with amounts in ₹)
(1)

1 Name of the subsidiary Mikusu India Private Ltd
U24299MH2022PTC380276
2 The date since when subsidiary was acquired/incorporated: April 09, 2022
3 Reporting period for the subsidiary concerned, if different from the holding NA
Company ’s reporting period:
4 Reporting currency and Exchange rate as on the last date of the relevant INR
financial year in the case of foreign subsidiaries:
5 Share capital: ₹ 5,00,000 (Rupees Five lakh)
divided into 50,000 Equity
shares of ₹ 10/- each
6 Reserves and surplus ₹ (176.75) lakh
7 Total assets ₹ 2124.16 lakh
8 Total Liabilities ₹ 2124.16 lakh
9 Investments ₹ 0.00
10 Turnover ₹ 1613.49 lakh
11 Profit before taxation ₹ (240.59) lakh
12 Provision for taxation ₹ (63.84) lakh
13 Profit after taxation ₹ (176.75) lakh
14 Proposed Dividend ₹ 0.00
15 Extent of shareholding (in percentage) 100%
(2)

1 Name of the subsidiary Heranba Organics Pvt. Ltd.
U24110MH2022PTC389547
2 The date since when subsidiary was acquired/incorporated: August 29, 2022
3 Reporting period for the subsidiary concerned, if different from the holding NA
Company’s reporting period:
4 Reporting currency and Exchange rate as on the last date of the relevant INR
financial year in the case of foreign subsidiaries:
5 Share capital: ₹ 10,00,000 (Rupees Ten lakh)
divided into 1,00,000 Equity
shares of ₹ 10/- each
6 Reserves and surplus ₹ (164.07) lakh
7 Total Assets ₹ 4905.81 lakh
8 Total Liabilities ₹ 4905.81 lakh
9 Investments ₹ 0.00


10 Turnover ₹ 0.00
11 Profit before taxation ₹ (183.41) lakh
12 Provision for taxation ₹ (19.34) lakh
13 Profit after taxation ₹ (164.07) lakh
14 Proposed Dividend ₹ 0.00
15 Extent of shareholding (in percentage) 100%
Notes:
The following information shall be furnished at end of the statement:
1. There is no subsidiaries which have been liquidated or sold during the year.

DIN: 00038681 DIN: 00038703

80
Annexure-VI
CERTIFICATE ON NON DISQUALIFICATIONS OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
The Members
Plot No.: 1504/1505/1506/1 GIDC,
Phase-III, Vapi, Valsad,
Gujarat 396195, India.
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of HERANBA
INDUSTRIES LIMITED having CIN L24231GJ1992PLC017315 and having registered office at PLOT NO. 1504/1505/1506/1
GIDC, PHASE-III VAPI, Valsad, GUJARAT 396195, INDIA and having Corporate office at 2nd floor, Fortune Avirahi, “A” Wing,
Jain Derasar Road, Borivali-West, Mumbai-400092 MH, produced before me/us by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule-V Para-C Sub clause 10(i) of the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers.
We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March
31, 2023 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authorities.
K. C. SUTHAR & CO.
Sr. No. Name of Director Designation DIN Date of Appointment

in Company*
1 SADASHIV K SHETTY Chairperson and Director 00038681 01/06/2018
2 RAGHURAM K SHETTY Managing Director 00038703 01/06/2018
3 RAUNAK R SHETTY Wholetime Director 08006529 04/12/2017
4 SHRIRAJ S SHETTY Wholetime Director 06609014 11/11/2021
5 MULKY V SHETTY Independent Director 08168960 09/07/2018
6 ANIL KUMAR Independent Director 08193193 31/08/2018
M MARLECHA
7 GANESH N VANMALI Independent Director 07833853 31/08/2018
8 RESHMA D WADKAR Independent Director 09394615 11/11/2021
* the date of appointment is as per the MCA Portal.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as
to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs
of the Company.
For K. C. Suthar & Co.

Company Secretaries
CS. K.C. Suthar

Proprietor
COP- 4075/Peer Review No: 1357/2021
UDIN: F005191E000361789
Date: May 23, 2023

Place: Mumbai

Annexure-VII
[FORM NO. MR-3]
SECRETARIAL AUDIT REPORT
[For The Financial Year Ended March 31, 2023]
HERANBA INDUSTRIES LIMITED

(CIN: L24231GJ1992PLC017315)
[Pursuant to section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies (Appointment and Remuneration
Personnel) Rules, 2014]
The Members,
Vapi, Gujarat-396195.
We have conducted the secretarial audit compliance of acts and rules and regulations made there under,
applicable statutory provisions and the adherence to good as the Company has not invested in its Wholly
corporate practices by M/s Heranba Industries Limited [CIN: Owned Subsidiary based in CHINA, named:
L24231GJ1992PLC017315] (hereinafter called as “the
Chang Zhou Heranba Crop Science and Technology
Company”) having its registered office situated at Plot No.
Company Limited.
1504/1505/1506/1 GIDC, Phase- III, Vapi, Valsad - 396195,
Gujarat. The Secretarial Audit was conducted in a manner
v. As the Shares of M/s Heranba Industries Limited
that provided me a reasonable basis for evaluating the
having CIN: L24231GJ1992PLC017315 are listed on
corporate conducts/statutory compliances and expressing my
recognised stock exchange at BSE and NSE, the
opinion thereon.
following Regulations and Guidelines prescribed under
Securities Exchange Board of India Act, 1992 (‘SEBI Act’)
Based on my verification of the Company’s books, papers,
are applicable to the Company.
minute book, forms and returns filed and other records
maintained by Company and also the information provided a. The Securities and Exchange Board of India
by the Company, its officers, agents and authorized (Substantial Acquisition of Shares and Takeovers)
representatives during the conduct of secretarial audit, I Regulations, 2011;
hereby report that in my opinion, the Company has, during the
audit period covering the financial year ended on March 31, b. The Securities and Exchange Board of India
2023, complied with the statutory provisions listed hereunder (Prohibition of Insider Trading) Regulations, 2015;
and also that the Company has proper Board-processes and
compliance - mechanism in place to the extent, in the manner c. The Securities and Exchange Board of India (Issue of
and subject to the reporting made hereinafter: Capital and Disclosure Requirements) Regulations,
2018.Not applicable as there was no reportable
We have examined the books, papers, minute books, forms and event during the financial year under review;
returns filed and other records maintained by “the Company”
for the financial year ended on March 31, 2023 according to d. The Securities and Exchange Board of India (Share
the provisions of: Based Employee Benefits) Regulations 2014; Not
applicable as there was no reportable event
ii. The Companies Act, 2013 (the Act) and the rules made during the financial year under review;
there under;
e. The Securities and Exchange Board of India (Issue
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and Listing of Debt Securities) Regulations, 2008;
and the rules made there under. Not applicable as there was no reportable event
during the financial year under review;
iii. The Depositories Act, 1996 and the Regulations and Bye-
laws framed there under. f. The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
iv. Foreign Exchange Management Act, 1999 and the rules Regulations, 1993 regarding the Companies Act and
and regulations made there under to the extent of Foreign dealing with Client. Not applicable as the Company
Direct Investment, Overseas Direct Investment and is not a RTA;
External Commercial Borrowings:
g. The Securities and Exchange Board of India (Delisting
a. The Company was not require to complied with the
of Equity Shares) Regulations, 2009; Not applicable
provisions of the Companies Act, 2013 and Foreign
as there was no reportable event during the
Exchange Management Act and other applicable
financial year under review;

82
h. The Securities and Exchange Board of India (Buy Back g) Water (Prevention & Control of Pollution) Cess
of Securities) Regulations, 2018; Not applicable as Act, 1977
there was no reportable event during the financial
h) Water (Control of Pollution) Cess Rules, 1978
year under review;
i) Manufacture, Storage and Import of Hazardous
i. The Securities and Exchange Board of India Chemical Rules, 1989
(Listing Obligations and Disclosure Requirements)
j) The Chemical Accident (Emergency Planning,
Regulations, 2015.
Preparedness And Response) rules, 1996
vi. Management has identified and confirmed the k) Public liability insurance act, 1991
following laws as being specifically applicable to the
4. Labour Law and Regulations applicable on the
Company:
Company:
1. Financial and Other Laws applicable to the
a) The Factories Act, 1948
Company:
b) Contract Labour (Regulation & Abolition) Act,
a) The Income Tax Act, 1961;
1970
b) The Goods and Service Tax Act (“GST”)
c) Industrial Employment (standing orders) Act,
c) Trade Marks Act, 1999 1946
d) The Export (Quality Control And Inspection)Act, d) d) POSH Act- prevention of sexual harassment
1963 of women at work place (Prevention, Prohibition
and Redressal) Act, 2013
e) Consumer Protection Act, 2019
e) Industrial ( Development and Regulation) Act,
f) Bureau of Indian Standards Act, 2016
1951
g) The MSME Act
f) Minimum wages Act,1948
h) Foreign Trade (Development and Regulation)
g) The payment of wages Act, 1936
act, 1992
h) Employees’ provident funds Act, 1952
2. Industry Specific Laws and Regulations
i) Employees state insurance Act, 1948
applicable to the Company:
j) Payment of Bonus Act, 1965
a) The Insecticides Act, 1968
k) Payment of Gratuity Act, 1976
b) The Insecticides Rules, 1971
l) Equal Remuneration Act, 1976
c) The Draft Pesticides Management Bill, 2017
m) Professional tax Act
d) The Legal Metrology Act, 2009;
n) Labour Welfare Fund
e) The Legal Metrology (Packaged Commodities)
Rules, 2011; o) National and festival holidays Act
f) The Petroleum Act, 1934 p) Maternity Benefit Act, 1961.
g) The Solvent, Raffinate and slop (Acquisition, q) The Child and Adolescent Labour (prohibition &
Sale, Storage And Prevention Of Use In regulation) Act, 1986
Automobile), Order, 2000;
r) The Employees’ Compensation Act, 1923
h) The Indian Explosives Act, 1884;
s) Inter State Migrant Workmen Act, 1979
i) The Poisons Act, 1919;
t) Labour Laws (simplification of procedure for
j) The Indian Boilers Act, 1923; furnishing returns & maintaining registers by
certain establishments) Act, 1988
k) Shop And Establishment Act
u) Industrial Disputes Act, 1947
3. Environmental Laws and Regulations applicable
to the Company: vii. The Company has complied with the applicable rules,
regulation and guidelines issued by the regulatory bodies
a) Environment Protection Act, 1986
from time to time with respect to Import And Export of
b) Environment (Protection) Rules, 1986 goods and materials.
c) The Pollution Control Act, 1986
During the quarter the Company has received an order
d) Air (Prevention and control of Pollution) Act, vide F.No.: S/26-Misc-29/2022-23/CAC/JNCH dated
1981 February 23, 2023 from the Commissioner of Custom
for violation of various sections of the Custom Act-1962
e) Water (Prevention and control of Pollution) Act,
and imposed penalty on Company and its officer of the
1974
Company. However, the Board decided to file an appeal
f) Hazardous and other wastes ( Management and against the said order and taken the necessary steps.
Transboundary Movements) rules, 2016

We have also examined the compliance with the applicable of the Act, Rules, Regulations, Guidelines, Standards as
clauses of the following: provided under the Act.
a. Secretarial Standards with respect to Meetings of Board
We further report that:
of Directors (SS-1), General Meetings (SS-2), Dividend
(SS-3) issued by The Institute of Company Secretaries of Based on review of compliance mechanism established by the
India (ICSI); Company and on the basis of the Compliance Certificate(s)
issued by the Company Secretary and taken on record by the
b. Listing Agreements entered into by the Company with Board of Directors at their meeting(s), we are of the opinion
BSE Limited and National Stock Exchange of India that there are adequate systems and processes in place in the
Limited. Company which is commensurate with its size and operations,
to monitor and ensure compliance with applicable laws, rules,
During the period under review, the Company has regulations and guidelines; and
complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards etc. mentioned above. a. As informed, the Company has responded appropriately
to notices received from various statutory/regulatory
We further report that: authorities including initiating actions for corrective
measures, wherever found necessary if any.
i. The Board of Directors of the Company is duly constituted
with proper balance of Executive, Non-Executive and
b. During the year the Company has withdrawal the
Independent Directors. During the year two executive
compounding application filed by the Company under
directors and two independent directors has been resigned
section 203 of the Companies Act - 2013 for delay
and the necessary compliance with Stock Exchanges as
in appointment of KMP (Company Secretary) as the
well as with the Register of Companies has been done;
Company has not violated the above section. The
Company had appointed the Company Secretary within
ii. Adequate notice is given to all Directors to schedule
3 months (Time limit is 6 months).
Board Meetings; agenda and detailed notes on agenda
were sent at least seven days in advance and a system
The Board has filed the withdrawal application and the
exists for seeking and obtaining further information and
same was accepted by the Regional Director- North West,
clarifications on agenda items before the meeting and for
Ahmedabad vide their order No.: File No.: RD (NRW)441/
meaningful participation at the meeting;
Sec-203/34/2022-23/3134 dated October 18, 2022.
iii. All the decisions of the Board and Committees thereof
We further report that:
were carried through with requisite majority.
During the financial year under review, following events/actions
We further report that: having a major bearing on the Company’s affairs in pursuance
of the above referred Laws, Rules, Regulations, Guidelines,
Based on the detailed record provided on compliance
Standards, etc., have occurred: Nil
mechanism and pursuant to section 123 of the Companies
Act 2013 the Company has declared Final Dividend for the
This Report is to be read with our letter of even date which
Financial Year 2021-22 at the 30th Annual General Meeting
is annexed as Annexure - A and forms an integral part of
(AGM) held on July 27, 2022 and complied with the provisions
this report.

Company Secretaries
CS. K.C. Suthar

Proprietor
UDIN: F005191E000361657
Date: May 23, 2023

Place: Mumbai

84
ANNEXURE-A
The Members,
Vapi, Gujarat - 396195.
Management’s Responsibility
1. It is the responsibility of management of the Company to maintain secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and
operate effectively.
Auditor’s Responsibility
1. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company
with respect to secretarial compliances.
2. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for
us to provide a basis for our opinion.
3. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations
and happening of events etc.
Disclaimer
1. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted affairs of the Company.
2. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

Company Secretaries
CS. K.C. Suthar

Proprietor
UDIN: F005191E000361657
Date: May 23, 2023

Place: Mumbai

Annexure-VIII
DISCLOSURE REQUIRED UNDER SECTION 197(2) OF THE COMPANIES ACT, 2013 READ WITH
RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014.
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
Financial Year ended March 31, 2023.
Name of Director Nature of Directorship Ratio to median* remuneration

of employees
Sadashiv K Shetty Chairman 35.78
Raghuram K Shetty** Managing Director 131.55
Raunak R Shetty Whole Time Director 7.59
Shriraj S Shetty Whole Time Director 7.59
* Median salary of employees during

FY 2022-23: ₹ 4.31 lakh p.a.
FY 2021-22: ₹ 4.06 lakh p.a.
FY 2020-21: ₹ 4.00 lakh p.a.
All the Non-executive Independent Directors were paid only sitting fees for attending the Board and Committee meetings.
The Sitting fees was paid in accordance with the Companies Act.
ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the Financial Year 2022-23.
Name of Director Nature of Directorship % Increase (decrease) in

the remuneration
Sadashiv K Shetty Chairman Nil
Raghuram K Shetty** Managing Director Nil
Raunak R Shetty Whole Time Director Nil
Shriraj S Shetty Whole Time Director Nil
Rajkumar Bafna Chief Financial Officer 8.79
Abdul Latif Company Secretary 7.91
All the Non-executive Independent Directors were paid only sitting fees for attending the Board and Committee meetings. The Sitting fees
was paid in accordance with the Companies Act.
iii) The percentage increase in the median remuneration of employees in the Financial Year 2022-23: 6.16%
iv) The number of permanent employees on the rolls of Company as on March 31, 2023: 850
Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last
Financial Year i.e. FY 2022-23 and its comparison with the percentile increase in the Managerial Remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the Managerial Remuneration:
Average percentile increase in salaries of employees other than Managerial Personnel is higher than average percentile
increase in the managerial remuneration.
v) The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

vi) As per rule 5(3) of the Companies (Appointment and Remuneration) Rules, 2014, employees who draw salary exceeding the limit of ₹ 1.02 crore is as follows:
86
There were no employees other than the followings who were in receipt of remuneration in excess of above specified limit during the year 2022-23.
(₹ in crore)
Name & Age Designation Remuneration Qualification/ Date of Previous Percentage Relation to
Experience Joining Employment & of Shares Held any Director
Designation or Manager

Sadashiv K. Shetty Chairman 1.43 Bachelor’s (physics and Since September, Previously 18% Brother: Raghuram
(69 Years) chemistry) and Master’s 1994 associated with K Shetty
(chemistry) degree Sudarshan
Chemical Limited, Son:
Having experience
Gharda Chemical Shriraj S Shetty
of more than three
(3) decades in Limited, Hoechst
agrochemicals industry Pharmaceuticals
and Nirlon Limited.
Raghuram K. Shetty Managing 5.61** Bachelor’s degree Since September, Own Business 29.73% Brother: Sadashiv
(64 Years) Director in economics, 1994 K Shetty
Diploma in export and
Son:
import management
Raunak R Shetty
Having experience
of more than three
(3) decades in
agrochemicals industry
** Remuneration of Raghuram K Shetty includes the commission. The Commission was paid in accordance with the Companies Act.
Report on Corporate Governance

CHAPTER-I CHAPTER-II
Philosophy Board of Directors
The Company’s philosophy on Corporate Governance has A. Composition, Category of Directors and their Other
been developed with a tradition of fair and transparent Directorship as on March 31, 2023:
governance even before they were mandated by the The Board has an optimum combination of Executive Directors
legislation. Transparency, integrity, professionalism and and Non-Executive Directors including Woman Directors. As
accountability-based values form the basis of the Company’s on March 31, 2023, the Board comprises 8 (Eight) Directors,
philosophy for Corporate Governance. The Company believes out of which 4 (Four) are Non-Executive Directors and 4 (Four)
that good Corporate Governance is a continuous process and are Executive Directors. All 4 (Four) Non Executive Directors
strives to improve the Corporate Governance practices to meet are Independent Directors (including one Woman Independent
shareholder’s expectations. Director). Out of the 4 (Four) Executive Directors, 1 (one) is
the Executive Chairman, and 1 (one) is the Managing Director.
Corporate governance is about commitment to values and All the 4(Four) Independent Directors are free from any
about the ethical business conduct. The commitment starts business or other relationship that could materially influence
with the Board of Directors, which executes its corporate their judgement. All the Independent Directors satisfy the
governance responsibilities by focusing on the Company’s criteria of Independence as defined under the Companies
strategic and operational excellence in the best interest of all Act, 2013, the Securities and Exchange Board of India (Listing
its stakeholders. Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”).
Our endeavour is to adopt the best governance and
disclosure practice by providing the timely and accurate In compliance with the Companies Act, 2013 and SEBI (Listing
information regarding the financial situation, performance, Obligations and Disclosure Requirements) Regulations, 2015,
ownership and governance of the Company. We believe that none of the Directors on the Company’s Board is a Director
the good corporate governance practices, is a key driver to in more than 10 (Ten) Public Limited Companies (including
sustainable corporate growth and long-term value creation for “Heranba Industries Limited”) or is a Member of more than
the shareholders/stakeholders. 10 (Ten) Board Committees (Committees being the Audit
Committee and Stakeholders’ Relationship Committee)
Your Company has fulfilled all the existing guidelines prescribed or Chairman of more than 5 Board Committees as on
by the Securities and Exchange Board of India (Listing March 31, 2023.
Obligations and Disclosure requirements) Regulations, 2015.
Composition of Board as on March 31, 2023:
Sr. No. Category Name of Director Designation

1 Promoter & Promoter Sadashiv K Shetty Chairman & Executive Director
Group (Executive) Raghuram K shetty Managing Director
Raunak R shetty Executive Director
Shriraj S Shetty Executive Director
2 Non Promoter (Independent) Mulky V Shetty Independent Director
Anilkumar M Marlecha Independent Director
Ganesh N Vanmali Independent Director
Reshma D Wadkar Independent Director
(Woman Director)
Note:
1. Directorship, Committee Membership/Chairmanship is inclusive of Heranba Industries Limited.
2. Only Audit Committee and Stakeholders’ Relationship Committees are considered.
No. of Shares and convertible instruments held by Directors as on March 31, 2023
Name of Directors Designation No. of Equity Shares Held

Sadashiv K Shetty Chairman & Executive Director 7201796
Raghuram K shetty Managing Director 11911446
Raunak R shetty Executive Director 636250
Shriraj S Shetty Executive Director 842500

88
Name of Directors Designation No. of Equity Shares Held

Mulky V Shetty Independent Director 1
Anilkumar M Marlecha Independent Director Nil
Ganesh N Vanmali Independent Director Nil
Reshma D Wadkar Independent Director Nil
B. Key Skill/Expertise/Competence of the Board

Given below are the key skills/expertise/competence identified by the Board of Directors which are required by them in the context
of the business and sector of the Company to function effectively:
Skills/Expertise/Competence Description
Business Leadership & Operations Deep knowledge of the Agrochemical Industry to provide important insights and
perspectives to the Board on the Company’s commercial, strategic, manufacturing,
legal and other functions. Leadership experience resulting in a practical
understanding of the Company’s processes, developing talent, succession planning
and driving the long term growth strategy of the Company.
Risk Management & Governance In depth knowledge and understanding of business risks to provide insights and
perspective to the Board on Enterprise risk. Develop highest levels of governance
practices, provide insights about maintaining Board and management accountability
and to protect stakeholders interest.
Finance & Accounting Provide financial expertise to the Board, including an understanding and analysis of
financial statements, corporate finance, accounting and capital markets.
Business Expertise In depth understanding of the Agrochemical operating and business environment,
market access and healthcare solutions. Respond to change with agility, optimism
and innovation. Sound knowledge of Business Technology, Digital Marketing,
Strategic Development, Public Affairs, etc.
C. Skills/Expertise/Competence of Directors
Name and Designation Qualification Experience Skills/Expertise/Competence

of the Directors
Sadashiv K Shetty Bachelor’s degree More than 3 decades Business Leadership & Operations, Risk
(Chairman & (Physics and Chemistry) Management & Governance, Business
Executive Director) Master’s Expertise, Strategic Planning, General
Degree (Chemistry) Management, Functional & Managerial
Experience Chemical Industry Expert,
Manufacturing, Research & Development etc.
Raghuram K Shetty Bachelor’s degree More than 3 decades Business Leadership & Operations, Risk
(Managing Director) in Economics Management & Governance, Business
Diploma in Export and Expertise, Finance & Accounting,
Import Management Functional & Managerial Experience,
Strategic Planning, Procurement, Sales
Commercial Diploma
& Marketing, International Trade, Export
from Department of
Business Management, Banking, Product
Education, Bureau
Development, Plant Setup, Investor Relation,
of Government
Supply Chain, Business Development
Examination.
and new Project, Human Resource,
Administrative Reforms, Decision Making,
Litigation Management, Supply Chain,
Intellectual Property Rights etc.
Raunak R Shetty Bachelor’s degree 9 years Business Leadership & Operations,
(Executive Director) in Commerce Business Expertise, Finance & Banking,
Chartered Accountant Standardization of system and process,
Procurement, & Marketing, Investor
Relation, Business Development and new
Project & New Products. New Technology &
Innovation etc.

Name and Designation Qualification Experience Skills/Expertise/Competence

of the Directors
Shriraj S Shetty Bachelor’s in 10 years Business Leadership & Operations, Risk
(Executive Director) Chemical Engineering Management & Governance, Business
M Tech in Expertise, Technical process improvement,
Chemical Engineering Process implementation, Technical innovation
expertise, Team management, production
improvements, Conflict resolution, Product
Quality and Safety Function, Procurement,
Sales & Marketing, Functional & Managerial
Experience etc.
Mulky V Shetty Bachelor’s degree More than 2 decades Business Expertise, Finance & Accounting,
(Independent Director) in Science (Physics Product Development, Plant Setup,
and Chemistry) Manufacturing Operation, etc.
Anilkumar M Marlecha Bachelor’s degree in 9 years Risk Management & Governance, Contract
(Independent Director) Commerce LL.B Drafting and Negotiations, Litigation Matters,
Litigation Management Dispute Resolution,
Statutory Compliance, Social Reforms etc.
Ganesh N Vanmali Bachelor’s degree More than 4 decades Finance & Accounting, Banking, Taxation,
(Independent Director) in Commerce Finance & allied activities, Statutory
General Law from Compliance etc.
University of Mumbai
CAIIB
Reshma D Wadkar* Bachelor’s degree 20 years Finance & Accounting, Taxation, Banking etc.
(Independent in Commerce
Woman Director)
D. Disclosure of Relatioship Inter-Se: F. Directors’ Attendance Record:

1. Mr. Sadashiv K Shetty, Chairman and Mr. Raghuram K
Shetty, Managing Director are brothers. Name No. of Board Whether
of Directors Meetings attended Last
2. Mr. Shriraj S Shetty, Executive Director is the son of Attended During AGM held on
Mr. Sadashiv K Shetty, Chairman the year June 27, 2022
Sadashiv K Shetty 5 Yes
3. Mr. Raunak R Shetty, Executive Director is the son of Raghuram 5 Yes
Mr. Raghuram K Shetty, Managing Director K shetty
4. No other Directors has any relationship inter-se Raunak R shetty 5 Yes
Shriraj S Shetty 4 yes
E. Board Meetings: Mulky V Shetty 6 Yes
During the year ended March 31, 2023, 6 (Six) Meetings were
Anilkumar 6 Yes
held on below mentioned date:
M Marlecha
Ganesh 6 Yes
Sl. No. Date of Board Meeting N Vanmali
1 May 14, 2022 Reshma 6 yes
D Wadkar
2 August 12, 2022
3 November 08, 2022 G. Functioning of the Board and its Meetings:
4 January 28, 2023 The Board and its Committees meet at regular interval for
5 March 10, 2023* discussion on the Agenda circulated well in advance by the
Company. All material information is incorporated in the
6 March 16, 2023
Agenda for facilitating meaningful and focused discussion
and to discharge its responsibilities effectively and take
* Separate Board Meeting of Independent Directors. informed decisions.

90
Where it is not practical to attach or send the relevant g. Operations and financial performance of the Company.
information as a part of agenda papers, the same are tabled
at the Meeting. The Board periodically review Compliance It is pertinent to mention here that the review of the operations
Reports of all laws applicable to the Company, and steps taken and financial performance of the Company is one of the key
by the Company to rectify instances of non compliances. agenda in each Board Meeting.
The Board has the complete and unrestricted access to any The brief details of the specific Familiarization Programme
information required by them to perform its supervisory duties held during the financial year 2022-23 are given below:
and make decisions on the matters reserved for the Board
of Directors. The Board generally meets once in a quarter - Program was organized for the independent directors
to review among other things, quarterly performance of the where a detailed Presentation and discussion was made
Company and financial results. about the following:
a. Overview Of The Company Including History of
The information as specified in regulation 17(7) of the Listing
The Company, Promoters, Management Expertise,
Regulations and Secretarial Standards issued by the Institute
Mission of the Company, Awards and recognitions
of Company Secretaries of India (ICSI) is regularly made
given to the Company, milestone, journey of the
available to the Board, whenever applicable, for discussion
Company.
and consideration.
b. Performance of the Company during F.Y. 2022-23.
H. Independent Directors Meeting:
During the year under review, the Independent Directors met c. Manufacturing process of the Company including
on March 10, 2023, inter alia, to discuss the followings: details about factories, value chain, formulation and
packing capabilities, Research and Development
1. Evaluation of the performance of Non Independent centres and quality control lab that Company has in-
Directors and the Board of Directors as a Whole; house.
2. Evaluation of the performance of the Chairman of the d. Intermediaries and other products that the Company
Company, taking into account the views of the Executive deals with.
and Non Executive Directors;
e. Roles, Rights and Responsibilities of Independent
3. Evaluation of the quality, content and timelines of flow of Directors.
information between the management and the Board that
is necessary for the Board to effectively and reasonably f. The market that the Company has covered in the
perform its duties. past and the prospective countries that Company is
approaching.
All the independent Directors were present at the meeting.
g. Top clients of the Company.
I. Familiarization Programme:
The Company, from time to time organize the Familiarization h. Financial performance of the Company.
Program for its Independent Directors. The objective of the
familiarization program is to familiarize Company’s Independent - Regularly updates the Independent Director about Roles,
Directors inter-alia on the following: Rights and Responsibilities of Directors.
a. Nature of the Industry in which the Company operates.
CHAPTER-III
b. Business environment and operational model of various Committees of the Board
business divisions of the Company. Presently there are five Board Committees viz-Audit Committee,
Nomination and Remuneration Committee, Stakeholder’s
c. Roles, Rights and Responsibilities of Directors. Relationship Committee, Corporate Social Responsibility
Committee and Risk Management Committee. The Board
d. Important changes in the Regulatory framework having stipulated the terms of reference of these committees and the
impact on the Company. assignment of its member thereof.
e. Manufacturing facilities of the Company at various A. Audit Committee:

location.
Presently the Audit Committee comprises of three independent
directors, Mr. Ganesh N Vanmali, Mr. Mulky V Shetty and
In addition, the Company also undertakes initiatives to update
Mrs. Reshma D Wadkar. Mr. Ganesh N Vanmali has been
the Independent Directors about:
designated as chairman of the committee. Mr. Ganesh N
Vanmali is Ex-Banker and holder of CAIIB degree. All the
f. On-going events and developments relating to the
members of the Audit Committee are financially literate
Company and significant changes in the Regulatory
within the meaning of SEBI (LODR) Regulations, 2015. The
environment by way of presentations.
Company Secretary of the Company, acts as the Secretary
to the Committee. The Chief Financial Officer (“CFO”) and
Statutory Auditor are invitees of the Meeting.

The committee met 4 (Four) times during the financial year The details of the attendance record of the members at the
ended March 31, 2023. These Meetings were held on May meeting were as follows:
14, 2022, August 12, 2022, November 08, 2022 and January
28, 2023. Name of Designation No. No.
The Member Meetings Meetings
The Minutes of the Audit Committee Meeting were noted at the of held of Attended
Board Meeting. Kaushik Chairman 1 1
H Gandhi*
The details of the attendance record of the members at the
meeting were as follows: Ganesh Chairman 1 1
N Vanmali**
Name of Designation No. No. Mulky Member 2 2
The Member Meetings Meetings V Shetty
of held of Attended Anil Kumar Member 2 2
Kaushik Chairman 3 3 M Marlecha
H Gandhi*
* Kaushik H Gandhi resigned on November 08, 2022.
Ganesh Chairman 4 4
N Vanmali** ** Ganesh N Vanmali became the member and chairman of the
Mulky Member 4 4 committee w.e.f. November 08, 2022.
V Shetty
The terms of reference of Nomination and Remuneration
Reshma Member 1 1
Committee includes of the matters specified in Schedule II of
D Wadkar***
SEBI (LODR) Regulation, 2015 as well as section 178 of the
* Kaushik H Gandhi* resigned on November 08, 2022.
Companies Act 2013.
** Ganesh N Vanmali** was member of the Committee till November C. Stakeholder’s Relationship Committee:
08, 2022 then he became Chairman of the Committee w.e.f. November Presently the Stakeholders’ Relationship Committee presently
08, 2022.
consists of three Directors viz. Mr. Anil Kumar M Marlecha
*** Ms. Reshma D Wadkar became member of the Committee on
(Independent Director), Mr. Ganesh N Vanmali (Independent
November 08, 2022.
Director) and Mr. Raghuram K Shetty (Managing Director).
Mr. Anilkumar M Marlecha has been designated as a Chairman
The terms of reference of Audit Committee includes of the of the Committee. The Company Secretary of the Company,
matters specified all the matters provided in regulation 18 read acts as the Secretary to the Committee.
with Schedule II of SEBI (LODR) Regulation, 2015 as well as
section 177 of the Companies Act, 2013. The committee met 1 (One) times during the financial year
ended March 31, 2023. These Meeting was held on March
Apart from all the matters provided in regulation 18 read with 10, 2023.
Schedule II of SEBI (LODR) Regulation, 2015 as well as section
177 of the Companies Act, 2013, the Audit committee reviews The Minutes of the Stakeholders’ Relationship Committee
reports of the internal auditor, meets statutory auditors as Meeting were noted at the Board Meeting.
and when required and discusses their findings, suggestions,
observations and other related matters. It also reviews major The details of the attendance record of the members at the
accounting policies followed by the Company. meeting were as follows:
Name of Designation No. No.

B. Nomination & Remuneration Committee:
Presently the Nomination & Remuneration Committee presently of held of Attended
consists of three independent Directors viz. Mr. Ganesh N
Vanmali, Mr. Mulky V Shetty and Mr. Anil Kumar M Marlecha. Anil Kumar Chairman 1 1
Mr. Ganesh N Vanmali has been designated as a Chairman of M Marlecha
the Committee. The Company Secretary of the Company, acts Ganesh Member 1 1
as the Secretary to the Committee. N Vanmali
Raghuram Member 1 1
The committee met 2 (Two) times during the financial year K Shetty
ended March 31, 2023. These Meetings were held on May 14,
2022 and March 10, 2023. The terms of reference of Nomination and Remuneration
Committee includes of the matters specified in Schedule II of
The Minutes of the Nomination and Remuneration Committee SEBI (LODR) Regulation, 2015 as well as section 178 of the
Meeting were noted at the Board Meeting. Companies Act 2013.

92
During the year 2022-23, No Complaints were pending at the The committee met 2 (Two) times during the financial year
beginning of the year and the 22 (Twenty Two) Complaints ended March 31, 2023. These Meetings were held on October
were received during the year under review from shareholders 03, 2022 and March 10, 2023.
and investors. All the aforesaid Complaints has been resolved
till March 31, 2023. As on the date of this Report, no complaints The Minutes of the Risk Management Committee Meeting
is pending. All the complaints have generally been resolved to were noted at the Board Meeting.
the satisfaction of the complainants except for disputed cases
and sub-judice matters, if any, which would be solved on final The details of the attendance record of the members at the
disposal by the courts/forums where they are pending. meeting were as follows:
D. Corporate Social Responsibilty (CSR) Committee: Name of Designation No. No.

Presently Corporate Social Responsibility (“CSR”) Committee The Member Meetings Meetings
presently consists of three Directors viz. Mr. Mulky V Shetty of held of Attended
(Independent Director), Mr. Ganesh N Vanmali (Independent Sadashiv Chairman 2 2
Director) and Mr. Sadashiv K Shetty (Executive Director). K Shetty
Mr. Mulky V Shetty has been designated as a Chairman of the
Committee. The Company Secretary of the Company, acts as Raghuram Member 2 2
the Secretary to the Committee. K Shetty
Raunak Member 2 2
The committee met 1 (one) times during the financial year R Shetty
ended March 31, 2023. These Meetings were held on March Kaushik Member 1 1
10, 2023. H Gandhi*
The Minutes of the CSR Committee Meeting were noted at the Nimesh Member 0 0
Board Meeting. S Singh**
Ganesh Member 1 1
The details of the attendance record of the members at the N Vanmali***
meeting were as follows:
Name of Designation No. No. ** Mr. Nimesh S Singh resigned on August 12, 2022.
of held of Attended *** Ganesh N Vanmali became the member w.e.f. November 08, 2022.
Mulky Chairman 1 1 The terms of reference of Nomination and Remuneration

V Shetty Committee includes of the matters specified in Regulation 21
Kaushik Member 0 0 of the SEBI (LODR) Regulations, 2015.
H Gandhi*
Sadashiv Member 1 1 The Risk Management Committee is responsible for oversight
K Shetty on overall risk management, process of the Company and
shall ensure that key strategic and business risk are identified
Ganesh Member 1 1 and necessary steps are taken for mitigation/redressal of the
N Vanmali** said risks.
** Ganesh N Vanmali became the member of the Company w.e.f. F. Remuneration to Directors:
November 08, 2022. The details of remuneration for the year ended March 31, 2023
to the Executive Directors are as follows:
The terms of reference of Nomination and Remuneration (₹ in crore)
Committee includes of the matters specified in Section 135
Name Designation Remuneration
of the Companies Act, 2013, Schedule VI of the Act and the
Rules made thereunder. Sadashiv K Shetty Chairman & 1.43
Executive Director
The Company has a Policy on CSR which is displayed on Raghuram Managing 5.61
the Company’s website www.heranba.co.in. A Report on K Shetty Director
the Corporate Social Responsibility activities carried out by
the Company during the year under review are given in the Sujata S Shetty** Executive Director 0.06
Board’s Report. Vanita R Shetty*** Executive Director 0.06
Raunak R Shetty Executive Director 0.30
E. Risk Management Committee:
Shriraj S Shetty Executive Director 0.30
Presently Risk Management Committee presently consists
of four Directors viz. Mr. Sadashiv K Shetty (Chairman & * includes commission.
Executive Director), Mr. Raghuram K Shetty (Managing ** Mrs. Sujata S Shetty resigned on August 25, 2022.
Director), Mr. Raunak R Shetty(Executive Director), and *** Mrs. Vanita R Shetty resigned on November 08, 2022.
Ganesh N Vanmali (Independent Director). Mr. Sadashiv K
Shetty has been designated as a Chairman of the Committee.
The Company Secretary of the Company, acts as the Secretary
to the Committee. The Chief Financial Officer of the Company
would be invitee of the Committee.

The Company has paid sitting fees of ₹ 15,000/- per board The Committee will also ensure that the incumbent fulfills such
meeting and ₹ 7,500/- per committee meeting to Non-Executive other criteria with regard to age and other qualifications as laid
Independent Directors during the financial year 2022-23. down under the Companies Act, 2013 or other applicable laws.
G. Policy for selection and appointment of directors and Remuneration for the CEO & Managing Director
their remuneration: At the time of appointment or re-appointment, the CEO &
The Company has Policy for the selection and appointment Managing Director shall be paid such remuneration as may
of Directors and their remuneration. The Nomination and be mutually agreed between the Company (which includes the
Remuneration (N&R) Committee has followed that policy N&R Committee and the Board of Directors) and the CEO &
which, inter alia, deals with the manner of selection of Board of Managing Director within the overall limits prescribed under
Directors and CEO & Managing Director and their remuneration. the Companies Act, 2013.
Criteria of selection of Non Executive Directors The remuneration shall be subject to the approval of the
The Non Executive Directors shall be of high integrity Members of the Company in General Meeting.
with relevant expertise and experience so as to have a
diverse Board with Directors having expertise in the fields The remuneration of the CEO & Managing Director comprises
of manufacturing, marketing, operation, accounts, finance, fixed component and commission. The fixed component
taxation, law, governance and general management. comprises salary, allowances, perquisites, amenities and
retrial benefits.
In case of appointment of Independent Directors, the N&R
Committee shall satisfy itself with regard to the independent Remuneration Policy for the Senior Management
nature of the Directors vis-à-vis the Company so as to enable Employees
the Board to discharge its function and duties effectively. In determining the remuneration of the Senior Management
Employees (i.e. KMPs and Executive Committee Members) the
The N&R Committee shall ensure that the candidate identified N&R Committee shall ensure the relationship of remuneration
for appointment as a Director is not disqualified for appointment and performance benchmark is clear.
under Section 164 of the Companies Act, 2013.
The Managing Director will carry out the individual performance
The N&R Committee shall consider the following attributes/ review based on the standard appraisal matrix and shall
criteria, whilst recommending to the Board the candidature for take into account the appraisal score card and other factors
appointment as Director: mentioned herein-above, whilst recommending the annual
increment and performance incentive to the N&R Committee
i. Qualification, expertise and experience of the
for its review and approval.
Directors in their respective fields;
ii. Personal, Professional or business standing; CHAPTER-IV

Shareholders
iii. Diversity of the Board. A. Means of Communication:
a) The Quarterly Un-Audited (Provisional) Results and
In case of re-appointment of Non Executive Directors, the
the Annual Audited Financial results of the Company
Board shall take into consideration the performance evaluation
are sent to the stock exchanges immediately after they
of the Director and his engagement level.
are approved by the Board and are also published in
one vernacular news paper viz. “Financial Express and
Remuneration
Mumbai Lakshadweep” and in English news paper viz.
The Non Executive Directors shall be entitled to receive “Financial Express Mumbai and Ahmadabad edition”.
remuneration by way of sitting fees for participation in the Also they are uploaded on the Company ’s website www.
Board meetings. heranba.co.in The results are published in accordance
with the guidelines of the Stock Exchanges.
A Non Executive Director shall be entitled to receive sitting fees
for each meeting of the Board attended by him, of such sum as b) In line with the exiting provisions of the Listing Regulations,
may be approved by the Board of Directors within the overall the Company has created a separate e-mail address viz.
limits prescribed under the Companies Act, 2013 and The compliance@heranba.com to receive complaints and
Companies (Appointment and Remuneration of Managerial grievances of the investors.
Personnel) Rules, 2014.
c) From time to time, Institutional Investor/Analysts meets
CEO & Managing Director-Criteria for selection/ were held, information regarding such meets were sent to
appointment exchange and available on the Company’s website www.
For the purpose of selection of the CEO & MD, the N&R heranba.co.in.
Committee shall identify persons of integrity who possess
relevant expertise, experience and leadership qualities d) Apart from the aforesaid institutional meets, Earning
required for the position and shall take into consideration call were also regularly held after publication of financial
recommendation, if any, received from any member of result. The details of which were sent to Exchange and
the Board. available on the Company’s website www.heranba.co.in.

94
B. Share Transfers Agents:

M/s. Bigshare Services Private Limited.,
Office No. S6-2,
Next to Ahura Centre,
Mahakali Caves Road, Andheri (East),
Mumbai-400093.
Email: ipo@bigshareonline.com
Telephone No.: +91 22 6263 8200
C. Share Transfer System:

Entire Share Capital of the Company are dematerialized and no shares are held in Physical mode.
D. General Body Meetings:

Details of last three Annual General Meetings (“AGM”) are as under:
AGM No. Financial Year Date Time Venue

30th 2021-22 July 27, 2022 03.30 P.M. Through Video Conferencing(VC)/Other Audio
Visuals Means (OVAM)
29th 2020-21 September 03.00 P.M. Through Video Conferencing(VC)/Other Audio
14, 2021 Visuals Means (OVAM)
28th 2019-20 September 11.00 A.M. 1504/1505/1506/1 GIDC, Phase-III,
28, 2020 Vapi, Valsad-396195
Special business transacted at the last three AGM:
Meeting Subject Matter of Resolution Remarks

2021-22 1. To Appoint Statutory Auditor of the Company from the conclusion of this Annual All resolutions
(30th AGM) General Meeting to hold such office for a period of five years i.e. till the conclusion of were passed with
the 35th Annual General Meeting. requisite majority
2. To appoint Mr. Shriraj S Shetty (DIN: 06609014) as a Whole Time Director designated
as Executive Director of the Company.
3. To appoint Ms. Reshma D Wadkar (DIN: 09394615) as an Independent Director of the

Company.
4. To ratify the remuneration payable to the Cost Auditor of the Company for the Financial
Year ending March 31, 2023.
5. To decide the place of keeping and inspection of the Registers and Annual Returns of
the Company.
2020-21 1. To increase in annual remuneration payable to Mr. Raunak R Shetty, Whole Time All resolutions
(29 AGM)
th Director (DIN: 08006529). were passed with
requisite majority
2. To ratify the remuneration payable to Cost Auditor of the Company for the Financial
Year ending March 31, 2023.
2019-20 1. Ratification of the remuneration to be paid to the Cost Auditor. All resolutions
(28th AGM) were passed with
2. Reclassification of Mr. Babu Kunjanna Shetty, Mrs. Sandhya Vittal Bhandary And Mr. requisite majority
Vittala Kinhanna Bhandary from “Promoter Category” to “Public Category”.
3. Enter into Related Party Transactions.
Extra-Ordinary General Meetings:

During the year under review, the Company has not convened any Extra Ordinary General Meeting.
E. Postal Ballot:
During the year ended March 31, 2023 there have been no ordinary or special resolutions passed by the Company’s Shareholders
through postal ballot.

CHAPTER-V D. Financial Calendar:

General Shareholders Information Financial Year: April 01 to March 31 for the financial year
A. Date, Day, Time and venue of this 31 Annual General
st 2023-24, the tentative dates for declaration of Quarterly
Meeting: unaudited results will be, by July 31, 2023, October 31, 2023,
January 31, 2024 and May 30, 2024.
Date August 24, 2023
E. Dividend Payment Date:
Day Thursday
Dividend will be paid within 30 days of the approval of the
Time 03.30 p.m. same in the Annual General Meeting.
Venue Video Conferencing (VC)/Other Audio Visual
Means (OVAM) F. Listing in Stock Exchanges and Stock Codes:
The names of stock exchanges at which the equity shares are
B. Date of Book Closure: listed and respective stock codes are as under:
The Registrar of Members and Share Transfer Books of the
Company will remain closed from August 18, 2023 to August Name of the stock Exchanges Stock Code No.
24, 2023 (both days inclusive) for the purpose of 31st Annual BSE Limited (“BSE”) 543266
General Meeting of the Company.
National Stock Exchange of India HERANBA
Limited (“NSE”)
C. Record date:
August 17, 2023 is fixed as the Record Date for determining G. ISIN NO:
the eligibility and entitlement of the Members to the Final
The ISIN number allotted to the Company for demat of shares
Dividend for the Financial Year ended March 31, 2023. The
are as under:
dividend for the financial year 2022-23 as recommended by
the Board of the Directors of the Company, if approved at the
Name of the stock Exchanges ISIN No.
Annual General Meeting will be paid to those Shareholders
whose name appear on the Register of Members on the close National Securities Depository INE694N01015
of the business hours of the Record Date. Limited (NSDL)
Central Depository Services INE694N01015
Limited (CDSL)
H. Stock Data At BSE:

High/Low of Market price of Company’s equity shares traded on the BSE Limited during the financial year ended on March 31,
2023 was as follows:
Month High Low

April, 2022 671.75 607.85
May, 2022 626.30 540.45
June, 2022 587.00 505.55
July, 2022 600.00 543.20
August, 2022 620.50 542.05
September, 2022 603.60 537.35
October, 2022 543.95 496.95
November, 2022 545.00 502.25
December, 2022 544.95 477.80
January, 2023 509.00 321.65
February, 2023 363.10 311.80
March, 2023 337.65 265.00
*Source: BSE.
I. Stock Data at NSE:

High/Low of Market price of Company’s equity shares traded on NSE during the financial year ended on March 31, 2023 was
as follows:
Month High Low

April, 2022 678.00 607.95
May, 2022 627.45 542.10
June, 2022 587.85 505.00
July, 2022 599.90 542.05
August, 2022 620.50 480.00
September, 2022 604.00 537.85

96
Month High Low

October, 2022 544.00 499.95
November, 2022 545.95 503.00
December, 2022 542.95 478.60
January, 2023 509.00 321.25
February, 2023 363.05 311.00
March, 2023 332.15 265.00
*Source: NSE.
Heranba Sensex
80000
80000 800
800
60000
60000 600
600
40000
40000 400
400
20000
20000 200
200
0
0 0
0
22 2 2 2 2 2 3 3 3
2 - 22 22 -2 -2 t-2 -2 -2 -2 -2 r-2
r-2 ay n- l- g p c v c n b a
Ap M Ju Ju Au Se O No De Ja Fe M
Heranba Nifty
20000
20000 800
800
15000
15000 600
600
10000
10000 400
400
5000
5000 200
200
0
0 00
2 22 22 2 22 22 22 22 22 23 23 23
r-2 ay
- n- l-2 g- p- ct
- v- c- n- b- ar
-
Ap M Ju Ju Au Se O No De Ja Fe M

J. Distribution of Shareholding as on March 31, 2023:
Size of holding No. of Shareholders* (%) No. of Shares (%)

1-500 93911 97.8066 4413956 11.03
501-1000 1202 1.25 905300 2.26
1001-2000 509 0.53 740272 1.85
2001-3000 152 0.16 387895 0.97
3001-4000 71 0.07 253687 0.63
4001-5000 45 0.5 206934 0.52
5001-10000 60 0.06 423067 1.06
10001 & above 67 0.07 32682356 81.68
Total 96017 100.00 40013467 100.00
* The list of shareholders is non PAN based.
K. Share Holding Pattern As On March 31, 2023:
Sr. No. Category No. of Shares %

1 Promoters including Promoter Group 29970030 74.90
2 Mutual Fund 405085 1.01
3 Alternate Investment Fund 79226 0.20
4 Foreign Portfolio Investor 839 0.00
5 Individuals shareholders holding upto ₹ 2 lakh 6818001 17.04
6 Individuals shareholders holding in excess of ₹ 2 lakh 1486118 3.71
7 Non Resident Indians (“NRI”) 279606 0.70
8 Bodies Corporate 515785 1.29
9 Clearing Members 121158 0.30
10 HUF 337573 0.84
11 Trust 23 0.00
12 Unclaimed or Suspense or Escrow Account 23 0.00
TOTAL 40,013,467 100.00
L. Shares Held in Physical and Dematerialized Form:

As on March 31, 2023, 100% of shares were held in dematerialized form.
M. Outstanding GDR’s/ADR’s/Warrant’s/Convertible Instruments and their impact on Equity: Nil
N. Plant Location:
PLANT LOCATION
UNIT-I Plot No. 1504/1505, 1506/1, at III Phase GIDC, Vapi,
UNIT-II Plot No. A-2/2214, A-2/2215, III Phase GIDC, Vapi,
Taluka-Pardi, District-Valsad, Gujarat
SARIGAM PLANT (UNIT-III) Plot No.2817/1, GIDC Sarigam, Taluka-Umbergaon,
District-Valsad, Gujarat
UNIT-IV Plot No.1409, GIDC, Phase-III, Vapi-396195

98
O. Address for Correspondence:
PLANT LOCATION
Corporate Office 2nd Floor, A Wing, Fortune Avirahi, Jain Derasar Lane, Borivali (West),
Mumbai-400092.
Telephone: +91-22-2898 7912
Email: compliance@heranba.com
Website: www.heranba.co.in
Registered Office Plot No. 1504/1505, 1506/1, at III Phase GIDC, Vapi, Taluka-Pardi,
District-Valsad, Gujarat.
Telephone: +91-260-240 1646
Website: www.heranba.co.in
Registrar & Share Transfer Agent M/s. Bigshare Services Private Limited.,
Office No. S6-2,
Next to Ahura Centre,
Mahakali Caves Road, Andheri (East),
Mumbai-400093.
Telephone: +91 22 6263 8200
Email: ipo@bigshareonline.com
Website: www.bigshareonline.com
P. Shares Held in Electronic Form: D. CEO And CFO Certification:

Shareholders holding shares in the electronic form may furnish Certificate issued by Mr. Raghuram K Shetty, Managing
their bank details, which they wish to incorporate on their Director and Mr. Rajkumar Bafna, Chief Financial Officer of the
dividend warrants, to their depository participants. As per the Company for financial year under review, was placed before
regulations of NSDL and CDSL the Company is required to the Board of the Directors at its meeting held on May 14, 2022
print the bank details on the dividend warrants, if required to in terms of Regulation 17(8) of SEBI (LODR) Regulations.
be issued, as furnished by these depositories to the Company. Mr. Raghuram K Shetty, Managing Director and Mr. Rajkumar
Bafna, Chief Financial Officer have also provided the quarterly
CHAPTER VI certification on the financial result while placing the financial
results before the Board in terms of Regulation 33(2)(a) of the
Disclosure
SEBI (LODR) Regulations.
A. Related Party Transactions:
The Company has not entered into any materially significant E. Compliance Certificate on Corporate Goverance:
related party transactions with its Promoters, Directors or A Certificate from the Practicing Company Secretary, K.C.
Management, their subsidiaries or relatives, etc. that may have Suthar & Co. confirming the compliance with the conditions
potential conflict with the interests of the Company at large. The of Corporate Governance as stipulated under Clause E of
Company has disclosed details of related party transactions Schedule V of the SEBI (LODR) Regulations, is attached to
with related parties to the Exchange. The details of the related this Report.
party transaction are provided in the Board’s Report.
F. Management Discussion and Analysis Report:
B. Compliance Relating to Capital Market:
Your Directors have pleasure in presenting the management
The Company has complied with the requirements of the stock discussion and analysis report for the year ended on March
exchanges, SEBI and other statutory authorities on all matters 31, 2023 which is attached separately along with this Report.
related to capital markets except the below.
Cautionary Statement
There were no penalties imposed nor any strictures issued
The statements in the “Management Discussion and Analysis
on the Company by the Stock Exchanges, SEBI or any other
Report” section describes the Company’s objectives,
statutory authority relating to the above.
projections, estimates, expectations and predictions, which
may be “forward looking statements” within the meaning of the
C. Code of Conduct:
applicable laws and regulations. The annual results can differ
The Board of Directors has approved a Code of Conduct materially from those expressed or implied, depending upon
which is applicable to the Members of the Board and all senior the economic and climatic conditions, Government policies
management personnel in the course of day to day business and other incidental factors.
operations of the Company. The details about Code of Conduct
are provided in the Board’s Report.

G. Adherence to Indian Accounting Standards: ensuring timely and accurate dissemination of the material
The financial statements have been prepared in accordance event/information to the Stock Exchanges is available on the
with Indian Accounting Standards (Ind AS) as per the website of the Company at www.heranba.co.in
Companies (Indian Accounting Standards) Rules, 2015
notified under Section 133 of the Companies Act, 2013 (“the K. Commodity Price Risk:
Act”) and other relevant provisions of the Act. Accounting The Company does not deal in commodity(ies), hence
policies have been consistently applied except where a newly disclosure relating to commodity price risk and commodity
issued accounting standard is initially adopted or a revision hedging activities does not apply to the Company.
to an existing accounting standard requires a change in the
accounting policy in use. L. Funds Raised During The Year Under Review:
The Company has not raised any funds through preferential
H. Whistle Blower/Vigil Mechanism: allotment or Qualified Institutional placement for the financial
The Company has a Vigil Mechanism/Whistle Policy under year ended March 31, 2023.
which it established a Whistle Blower Policy/Vigil Mechanism.
The details of the Whistle Blower/Vigil Mechanism are provided M. Material Developments in Human Resources/Industrial
in the Board’s Report. Relations Front, Including Number of People Employed:
As on March 31, 2023 the Company had 700+ (approximately)
I. Corporate Social Responsibility (“CSR”): permanent employees at its manufacturing plant and
The Company has fully complied with the mandatory norms administrative office.
prescribed for contributions towards corporate social
responsibility. The details about CSR are provided in the The Company recognizes the importance of human value and
Board’s Report. ensures that proper encouragement both moral and financial is
extended to employees to motivate them.
J. Policy on Criteria for Determining Materiality of Events:
In terms of the Regulation 30 of the SEBI Listing Regulations, The Company enjoyed excellent relationship with workers and
the policy on criteria for determining materiality of events and staff during the last year.

100
Compliance Certificate
We, Mr. Raghuram K Shetty, Managing Director and Mr. Rajkumar Bafna, Chief Financial Officer of Heranba Industries Limited
(“The Company”) do hereby certify as follows:
A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge
and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that We have evaluated
the effectiveness of internal control systems of the Company pertaining to financial reporting and We have disclosed to the
auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which We are
aware and the steps We have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee:

1. significant changes in internal control over financial reporting during the year, if any;
2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
3. instances of significant fraud of which We have become aware and the involvement therein, if any, of the management
or an employee having a significant role in the Company’s internal control system over financial reporting.
Date: May 30, 2023 Raj K. Bafna Raghuram K. Shetty

Chief Financial Officer
Place: Mumbai Managing Director
DIN: 00038703

Certificate on Corporate Governance

To,
The Members
Plot No. 1504/1505/1506/1
GIDC, Phase-III, Vapi, Valsad,
Gujarat-396195, India.
We have examined the compliance of the conditions of Corporate Governance by HERANBA INDUSTRIES LIMITED
[CIN: L24231GJ1992PLC017315] having registered office at PLOT NO 1504/1505/1506/1 GIDC, PHASE-III VAPI, Valsad,
GUJARAT 396195, INDIA and having Corporate office at 2nd floor, Fortune Avirahi, “A” Wing, Jain Derasar Road, Borivali- West,
Mumbai- 400092 MH, for the year ended on March 31, 2023, as stipulated under Regulations 17 to 27, clauses (b) to (i) of sub-
regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and the representations made by
the Directors and the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities
and Exchange Board of India warranted due to the spread of the COVID-19 pandemic, we certify that the Company has complied
with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on March 31, 2023.
We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

Company Secretaries
CS. K.C. Suthar

Proprietor
UDIN: F005191E000368235
Date: May 24, 2023

Place: Mumbai

102
Business Responsibility & Sustainability

Report
SECTION A: GENERAL DISCLOSURES
I. Details of the listed entity
1 Corporate Identity Number (CIN) L24231GJ1992PLC017315
2 Name of the listed entity Heranba Industries Limited
3 Year of incorporation 17-03-1992
4 Registered office address Plot No 1504/1505/1506/1 GIDC, Phase-III,
Vapi-Valsad-396195, Gujarat
5 Corporate address 2nd Floor, A Wing, Fortune Avirahi, Jain Derasar Lane,
Borivali (W), Mumbai-400092
6 E-mail address compliance@heranba.com
7 Telephone +91 22 5070 5050
8 Website www.heranba.co.in
9 Financial Year for which reporting is being done FY 2022-23
10 Name of the Stock Exchange(s) where shares are listed National Stock Exchange of India Limited (NSE)
BSE Limited (BSE)
11 Paid-up Capital (In `) 400134670
12 Name and contact details (telephone, email address) of the Mr. Abdul Latif,
person who may be contacted in case of any queries on the Designation: CS & Compliance Officer,
BRSR Report Telephone: 022 5070 5014
13 Reporting boundary - Are the disclosures under this report The disclosure under this report are made on
made on a standalone basis (i.e., only for the entity) or on standalone basis.
a consolidated basis (i.e., for the entity and all the entities
which form a part of its consolidated financial statements,
taken together)
II. Products/services
14. Details of business activities (accounting for 90% of the turnover)
Sr. Description of Main Activity Description of Business Activity % of Turnover of the entity
No.
1 Manufacturing Agro Chemical Product & Public 100%
Health Solutions
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover)
Sr. Product/Service NIC Code % of Turnover of the entity
No.
1 Insecticides Herbicides, Fungicides, 20211 100%
Public Health Solutions
III. Operations
16. Number of locations where plants and/or operations/offices of the entity are situated
Location Number of plants Number of offices Total
National 4 23 27
International 0 0 0
17. Markets served by the entity:

a. Number of locations
Locations Number
National (No. of States) 19
International (No. of Countries) 72

b. What is the contribution of exports as a percentage of the total turnover of the entity? 41%
c. A brief on types of customers.

The Company serves an extensive range of customers with a variety of products, including Insecticides, Herbicides, Fungicides,
and Public Health Solutions. Farmers, merchants, distributors, and wholesalers are among those who are catered to by our
domestic business stock depots. We also work with agrochemical companies and other distributors around the world to make our
products accessible for consumption in India and other countries. Our dedication to excellence and sustainability has won praise
across the world on account of our superior products.
IV. Employees
18. Details as at the end of Financial Year
a. Employees and Workers (including differently abled):
Sr. Particulars Total (A) Male Female
No. No. (B) % (B/A) No. (C) % (C/A)
EMPLOYEES
1 Permanent (D) 505 490 97.03% 15 2.97%
2 Other than Permanent (E) 0 0 0 0 0
3 Total employees (D + E) 505 490 97.03% 15 2.97%
WORKERS
4 Permanent (F) 313 312 99.68% 1 0.32%
5 Other than Permanent (G) 720 691 95.97% 29 4.03%
6 Total Workers (F + G) 1033 1003 97.10% 30 2.90%
b. Differently abled Employees and Workers:

Sr. Particulars Total (A) Male Female
No. No. (B) % (B/A) No. (C) % (C/A)
DIFFERENTLY ABLED EMPLOYEES
1 Permanent (D) 0 0 0 0 0
2 Other than Permanent (E) 0 0 0 0 0
3 Total differently abled employees 0 0 0 0 0
(D + E)
DIFFERENTLY ABLED WORKERS
4 Permanent (F) 0 0 0 0 0
5 Other than Permanent (G) 0 0 0 0 0
6 Total differently abled Workers (F + G) 0 0 0 0 0
19. Participation/Inclusion/Representation of women

Total (A) No. and percentage of Females
No. (B) % (B/A)
Board of Directors 8 1 12.50%
Key Management Personnel* 6 0 0
* Key Management Personnel refers to the Managing Director, Whole-Time Director, Chief Financial Officer and Company
Secretary as defined under Section 203 (1) of the Companies Act, 2013.
20. Turnover rate for permanent employees and workers
FY 2022-23 FY 2021-22 FY 2020-21

Male Female Total Male Female Total Male Female Total
Permanent Employees 5.31% 6.67% 5.3% 7.25% 5.56% 7.19% 11.51% 0 11.06%
Permanent Workers 0.32% 0 0.32% 1.84% 0 1.84% 0 0 0

104
V. Holding, Subsidiary and Associate Companies (including joint ventures)

21.
(a) Names of holding/subsidiary/associate companies/joint venture
Sr. Name of the holding/ Indicate % of shares held by Does the entity indicated at column
No subsidiary/associate whether holding/ listed entity A, participate in the Business
companies/joint Subsidiary/ Responsibility initiatives of the listed
ventures (A) Associate/ entity? (Yes/No)
Joint Venture
1 Mikusu India Subsidiary 100% Currently, our subsidiary Company
Private Ltd does not participate in Business
Responsibility initiatives.
2 Heranba Organics Subsidiary 100% Currently, our subsidiary Company
Pvt. Ltd does not participate in Business
Responsibility initiatives.
VI. CSR Details

22.
(i) Whether CSR is applicable as per section 135 of Companies Act, 2013: Yes
(ii) Turnover (in ₹): ₹ 1324.38 Cr.
(iii) Net worth (in ₹): ₹ 816.11 Cr.
VII. Transparency and Disclosures Compliances

23. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible
Business Conduct
Stakeholder Grievance FY 2022-23 FY 2021-22

group from Redressal
whom complaint Mechanism in Place (Yes/No) (If Number of Number of Remark Number of Number of Remark
is received Yes, then provide complaints complaints complaints complaints
web-link for grievance filed during pending filed during pending
redress policy) the year resolution the year resolution
at close of at close of
the year the year
Communities We have a Streamlined 0 0 - 0 0 -
mechanism where
grievances can be raised via email
at https://www.heranba.
co.in/policies/
Investors (other than Complaints & grievances if any, 0 0 - 0 0 -
shareholders) are place on a periodical basis
before the Stakeholder Relationship
Committee/Board. Refer to Investors
Grievance Report for details of
complaints https://www.heranba.
co.in/policies/
Shareholders We have a streamlined mechanism 22 0 - 18 0 -
where grievances can be raised via
email at https://www.heranba.
co.in/policies/
Employees Yes, the Company has in place a 0 0 - 0 0 -
and workers strong Vigil Mechanism & Grievance
Redressal Policies for Employees
and Workers, details whereof are
available at https://www.heranba.
co.in/policies/
Customers We have a streamlined mechanism 0 0 - 0 0 -
co.in/policies/
Value Chain Partners We have a streamlined mechanism
co.in/policies/
Other (please specify) NA NA NA NA NA NA NA

24. Overview of the entity’s material responsible business conduct issues

Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters
that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk
along-with its financial implications, as per the following format:
Sr. Material Indicate Rationale for identifying In case of risk, approach to adapt Financial
No issue whether risk the risk/opportunity or mitigate implications
identified or opportunity of the risk or
(R/O) opportunity
(Indicate positive
or negative
implications)
1 Customer Opportunity Our object is providing - Positive
Experience innovative products to our
& Satisfaction customer mainly farmers to
maximize their farm output.
Our mission is to improve Crop
Productivity and Public Health.
2 Natural Risk/ R- Business interruption • The property of the Company is Negative/Positive
Disasters Opportunity due to natural risks like fire, adequately insured against various
including cyclone, floods, war, drought, natural risks.
Climate earthquakes, or any other
Change nature-caused calamity, • Fire Hydrants have been installed at
affects the regular operation all manufacturing locations.
of Company • Other apparatus like extinguishers
filled with chemical, foam etc. have
O- The potential carbon routes been placed at fire sensitive locations
for reducing GHG emissions and regular fire safety drills are
offer distinct operational and carried out.
energy supply opportunities
• First aid training is given to watch and
ward staff and safety personnel.
O- Clean energy integration in
existing electric networks • Engaging professional Risks
Assessing Advisors who conduct
O- Investment of capital periodical audit/review and suggest
in assets that will serve risks improvement measures from
diversified electricity and time to time.
fuel retrofitting on the energy
supply system
3 Occupational Risk Adverse incidents (loss of life, • Regular Medical Checkup from time Negative
health & lost days, damage to assets, to time.
safety hazards environment) due to safety
gaps may impact business • Detailed SOPs for health and safety
operations, reputation, measure and adherence thereto
Relationships, etc. followed strictly
• Employee training to handle
hazardous chemicals
• Providing a safe and healthy
workplace environment
• To create a workplace free of injuries,
fatalities, and illness (both chronic
and acute, and physical and mental
health) through trainings, appropriate
personal protective equipment,
incident tracking and reporting, etc.
• Safety risk assessment and audit
• Continuous improvement in
responsible manufacturing and lead
indicator tracking
• Implementation of certain elements of
Process Safety Management

106
(R/O) opportunity
(Indicate positive
or negative
implications)
4 Process Opportunity Faster business growth • Providing highest level of support Positive
and Product in product research, development,
Development Increase in profitability and registration.
• Constantly striving toward developing
Satisfaction of internal and a cost-effective process for
external stakeholders manufacturing Active Ingredients
and Intermediates for Herbicides,
Optimal use of Insecticides & Fungicides and to
available resources develop new formulations of Crop
protection products.
• A state-of-the-art R&D center and a
pilot plant.
• Formulation-Development Lab has
been set up with Lab Scale pieces
of equipment. The facility fulfills the
requirement for Organic Synthesis as
well as Formulation
Development.
• A well-qualified team of research
personnel and scientists working
on the continuous improvement
of existing products and the
development of new products.
• Robust product and process
studies conducted from early stage
& frequently review of product
pipeline development.
5 Supply Chain Risk/ R- Use of outside • Sourcing committed and dedicated Positive/Negative
Opportunity transport services service providers
R- Business continuity • Exploring possibility of an in-
house logistic mechanism if the
R- Market reputation situation demands
O- Commitment to customers • Possibilities to optimize the
operations, by having a combination
of transportation through road/rail and
sea/air are explored
• Comprehensive transit risk
insurance coverage for all incoming
and outgoing goods across
the organization
• Identify new sources and optimize
procurement actions to ensure
continued production
• Our supplier and distribution network
are widespread and inherently
exposed to risks from disruption.
We undertake detailed assessments
of our suppliers and third-party
contract manufacturers at the time of
onboarding and periodically. These
assessments cover a multitude of
ESG topics like labor rights, fair
wages, and regulatory compliances.
6 Human Capital Opportunity O- Human Capital is key to • Company has proper recruitment Positive/Negative
i.e. Talent /Risk the success of business and policy for recruitment of personnel at
Management, employee engagement and various level in the organization.
Attrition, competence plays a vital role
Retention and in organizational development. • Proper appraisal system to give
Development yearly increment is in place.
O- Skilled employees and
workers form an asset to the • Employees are trained at regular
Company. The highly trained intervals to upgrade their skills.
employees and worker perform • Labour problems are obviated by
their tasks more efficiently, negotiations and conciliation.
in less time and with less
chances of injury • Activities relating to the welfare of
employees are undertaken

(R/O) opportunity
(Indicate positive
or negative
implications)
O- Providing a needs-based
and innovative range of
training courses, notably
in forward thinking fields of
expertise like digitalization
O- Attracting and developing
the right talent, ensuring
professional development and
personal well-being throughout
their tenure with the Company
O- Providing programmes
that are specifically designed
for roles which require
upgraded skills
R- Employee Turnover Risks,
involving replacement risks,
training risks, skill risks, etc.
R- Unrest Risks due to Strikes
and Lockouts
7 Quality Opportunity • The company has its - Positive
of Products in-house quality control
laboratories in three of
its manufacturing units to
ensure that it offers superior
crop-protection and public
heath solutions.
• Each of our laboratory
is fully equipped and
dedicated towards the
quality of Input materials,
In-Process materials, and
finished goods.
• Our laboratories are also
equipped with advanced
technologies that enables
them to offer more precise
standards of quality.
• Our Quality Control
Laboratories are
accredited by NABL
under ISO/IEC-17025:2017.
• Additionally, our R&D efforts
involves the inclusion of
highly-qualified experts and
scientists equipped with
cutting-edge equipment and
technology who consistently
work on improving existing
products and innovate
newer ones.
• Our teams proactively
tracks regulatory and
non-regulatory complaints
and grievances and works
towards redressing them in
an effective manner.
8 Corporate Risk • Loss of reputation • Digitally enabled regulatory Negative
Governance and compliance tracking and review of
Management • Incurring or levying new requirements
of the Legal of penalties
& Regulatory • Satisfaction of internal and • Periodical assurance
Environment external stakeholders to the Board/Audit
Committee/Senior Management
• Long-term adverse direct or
indirect environmental and
• Policy revision/up
social impact
gradation/Board review

108
(R/O) opportunity
(Indicate positive
or negative
implications)
• The Company is governed by various Negative
laws and the Company has to do
its business within four walls of law,
where the Company is exposed to
legal risk exposure.
• To safeguard the Company engages

professionals and advisors who
focus on evaluating the risks involved
in a contract, ascertaining our
responsibilities under the applicable
law of the contract, restricting our
liabilities under the contract, and
covering the risks involved, to meet
the general and specific requirements
so that they can ensure adherence
to all contractual obligations
and commitments
9 Pollution Free Risk Failure to provide a safe • All the necessary pollution control Negative
Environment working environment exposes norms for air, water a noise etc.
the Company to compensation are followed
liabilities, suboptimal
productivity, loss of business • Disposal of hazardous waste is
reputation and other costs monitored within permissible limits
• All hazardous waste is disposed to

Pollution Control Board approved
Land Filling and Incineration Facilities.
10 Data Protection Risk • System capability • Systems Administrator monitors Negative
& reliability and upgrades the systems on a
continuous basis.
• Data integrity risks including
password management • Password protection is provided
• Coordinating and at different levels to ensure
interfacing risks data integrity.
• Risk of confidential data • Licensed software is being used in

leakage via USB drives/flash the systems.
drives, etc.
• The Company ensures
“Data Security”, by having
access control/restrictions.
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1 a. Whether your entity’s policy/policies cover Yes Yes Yes Yes Yes Yes Yes Yes Yes
each principle and its core elements of the In addition to the BRSR Policy, the Company has Human Rights
NGRBCs. (Yes/No) Policy, CSR Policy, Vigil Mechanism Policy, Sexual Harassment
Policy, Anti-corruption and other policies that covers elements of
NGRBC principles.
b. Has the policy been approved by the Yes Yes Yes Yes Yes Yes Yes Yes Yes
Board? (Yes/No)
c. Web Link of the Policies, if available https://www.heranba.co.in/policies
2 Whether the entity has translated the policy into Yes Yes Yes Yes Yes Yes Yes NA Yes
procedures. (Yes/No)
3 Do the enlisted policies extend to your value chain Yes Yes Yes Yes Yes Yes Yes NA Yes
partners? (Yes/No)

4 Name of the national and international codes/certifications/labels/standards (e.g. Forest Stewardship Council, Fairtrade,
Rainforest Alliance, Trustea) standards (e.g.SA 8000, OHSAS, ISO, BIS) adopted by your entity and mapped to
each principle:
Most of the policies are aligned to National Guidelines on Responsible Business Conduct (NGRBC) issued by Ministry
of Corporate Affairs and some other standards such as Bureau of Indian Standard/Generally accepted standards., the
guidelines, norms and directives of different State and Central Government. Company has obtained 17 Certification
under national and international codes/certifications/labels/standards:
• Three Star Export House
• ISO 9001:2015 Production and Dispatch of Agro Based Formulations such as Insecticides, Fungicides and Herbicides
• ISO 14001:2015 Manufacture and Supply of Deltamethrin, Lamda Cyhalothrin and Profenofos Technicals
• HACCP Principles Production and Distribution of Agro Based Formulations & Public Health Products such as
Insecticides, Fungicides and Herbicides
• 12 BIS Licenses (Bureau of Indian Standards, ISI Certificate) for
(1) Alphacypermethrin 5%WP,
(2) Deltamethrin 2.5% WP,
(3) Lamda Cyhalothrin 10% WP,
(4) Deltamethrin 2.5% SC,
(5) Deltamethrin 1.25% ULV,
(6) Temephos 50% SC,
(7) Malathion 50% EC,
(8) Chlorpyrifos 20% EC,
(9) Propoxur 20% EC,
(10) Imidacloprid 30.5% SC and
(11) Diflubenzuron 25% WP
• WHO Approval- Heranba’s Products, Deltamethrin & Alpha Cypermethrin has been incorporated in the WHO/FAO
specifications and Evaluations
5 Specific commitments, goals and targets set by the The Company is in the process of defining an overall ESG strategy
entity with defined time lines, if any. with goals & targets on material issues
6 Performance of the entity against the specific
commitments, goals and targets along-with reasons Not Applicable
in case the same are not met.
Governance, leadership and oversight
7 Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and
achievements (listed entity has flexibility regarding the placement of this disclosure)
Heranba emphasizes sustainability, inclusivity, and prosperity while acknowledging the relationship between sustainable
practices and growth. By offering cutting-edge, dependable, and sustainable products, we strengthen our brand, alleviate
inequalities, build trust, and help the environment.
Additionally, we place a high priority on the environmental impact of our activities and are actively taking steps to reduce
it. Sustainability is an integral part of our strategy, and we are committed to sharpening our attention on environmental,
social, and governance (ESG) concerns. We desire to follow the best governance and disclosure practices, which include
giving accurate and timely information about our financial status, performance, ownership, and governance. We perform
many CSR initiatives that benefit as many people as possible in order to address the social components.
We have put in place a number of efforts to achieve sustainability in our firm. Among them are:
• Cutting carbon emissions and minimizing environmental effect
• In order to conserve water and decrease exposure to fumes and gases, we have also used tanker transportation for
raw materials.
• To lower energy use, frequent energy audits and the application of energy-efficient technologies are carried out.
• We practice water conservation, renewable energy procurement, recycling, raw material optimization, and we extend
these practices to all of our sites, group companies, and stakeholders.

110
• Through process optimization and monitoring emissions, we constantly strive to improve our environmental
performance and greenhouse gas reduction.
• We place a high focus on protecting the health and safety of our employees, and we’ve adopted numerous safety
measures in addition to donating to charity organizations.
The Company’s research and development department focuses on creating environmentally friendly and sustainable
processes, minimizing waste, implementing resource-saving techniques, and putting waste management, renewable
energy, and motion-activated lighting into practice.
In conclusion, Heranba is unwavering in its dedication to sustainability. The Company exhibits its commitment to the guiding
principles of ESG by placing a high priority on environmental, social and governance concepts. Heranba aims to improve
the future for all stakeholders while preserving a sustainable and ethical approach by incorporating sustainable practices.
8 Details of the highest authority responsible for Name- Raghuram K Shetty (DIN: 00038703),
implementation and oversight of the Business Designation- Managing Director
Responsibility policy (ies).
9 Does the entity have a specified Committee of the The Board consistently monitors policy implementation on
Board/Director responsible for decision making on sustainability related issues while delegating authority to
sustainability related issues? (Yes/No). Functional Heads for effective oversight.
If yes, provide details. The CSR committee is also involved in monitoring the various
CSR initiatives as laid down under The Companies Act, 2013.
10 Details of Review of NGRBCs by the Company:
Subject for Review Indicate whether review was undertaken Frequency (Annually/Half yearly/Quarterly/
by Director/Committee of the Board/Any Any other - please specify)
other Committee
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against above Wherever it is specified, Company policies have been adopted by the board, board
policies and follow up action committees, and senior management. According to the frequency specified in the relevant
policies or on a need-basis, whichever comes first, policies are periodically examined
in all aspects, including legislative requirements, and appropriate revisions are made to
the policies.
Compliance with The Company has necessary procedures in place to ensure the compliance with all
statutory requirements of relevant regulations.
relevance to the principles,
and, rectification of
any non-compliances
11 Has the entity carried out P1 P2 P3 P4 P5 P6 P7 P8 P9
independent assessment/ Yes. Internal and external audits of the policies on quality, safety, health, and the
evaluation of the working of environment are conducted as part of the ISO Systems certification process and ongoing
its policies by an external periodic evaluations. Internal audit mechanisms are used to periodically assess the
agency? (Yes/No). If yes, effectiveness of other policies.
provide name of the agency.
Taksh Environmental Auditor & Naik Associates, two approved external agencies, have
completed environmental & safety audits in accordance with specifications.
12 If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles material
to its business (Yes/No)
The entity is not at a stage where it is in a position
to formulate and implement the policies on specified
principles (Yes/No) Not Applicable.
The entity does not have the financial or/human and All principles are covered by respective policies.
technical resources available for the task (Yes/No)
It is planned to be done in the next financial
year (Yes/No)
Any other reason (please specify)

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key
processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are
expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed
by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible.
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is
Ethical, Transparent and Accountable.
Essential Indicators
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Segment Total number Topics/principles covered under the training and its impact % age of persons
of training and in respective
awareness category covered by
programmes the awareness
held programmes
Board of 3 During the year, the Board of Directors and KMPs of the Company invested
Directors their time on various updates pertaining to the business regulatory updates
including principles laid down in BRSR, strategy, finance, risk management 100%
framework, role, rights, responsibilities of the Independent Directors under
various statutes and other relevant matters.
Key Managerial 3 During the year, the Board of Directors and KMPs of the Company invested
Personnel their time on various updates pertaining to the business regulatory updates
including principles laid down in BRSR, strategy, finance, risk management 100%
framework, role, rights, responsibilities of the Independent Directors under
various statutes and other relevant matters.
Employees 92 on 35 Topics including
other than BoD
and KMPs • Health & Safety Related Sessions
• Session on Code of Conduct for employees &workers
• Capability Building Programme
62%
• Prevention of Sexual Harassment
• Stress Management
• Team Building
• Business Communication Skills
Workers 92 • Health & Safety Related Sessions
• Session on Code of Conduct for employees &workers
• Capability Building Programme
• Prevention of Sexual Harassment 75%
• Stress Management
• Team Building
• Business Communication Skills
2. Details of fines/penalties/punishment/award/compounding fees/settlement amount paid in proceedings (by the entity

or by directors/KMPs) with regulators/law enforcement agencies/judicial institutions, in the financial year, in the following
format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing
Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website):
Monetary
NGRBC Principle Name of the Amount (In ₹) Brief of the Case Has an appeal
regulatory/ been preferred?
enforcement (Yes/No)
agencies/judicial
institutions
Penalty/Fine
Settlement Nil
Compounding fee
Non - Monetary
NGRBC Principle Name of the Amount (In ₹) Brief of the Case Has an appeal
regulatory/ been preferred?
enforcement (Yes/No)
agencies/judicial
institutions
Imprisonment
Nil
Punishment
For the financial year, neither the entity nor its directors or KMPs paid any fines, penalties, sanctions, awards, compounding fees,
or settlement amounts in any proceedings with regulators, law enforcement, or judicial institutions.

112
3. Of the instances disclosed in Question 2 above, details of the Appeal/Revision preferred in cases where monetary or
non-monetary action has been appealed:
Not Applicable
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide
a web-link to the policy.
Yes. Anti-Corruption policy primarily covers risk assessment, third-party due diligence, training & awareness and audit and reporting.
The Company has zero tolerance for any form of corruption or bribery, and it provides for strict actions against anyone caught
engaging in such unethical behavior. The purpose of the policy is to inform Directors, Officers, Employees, and others who work
for or on behalf of the organisation about what activities are appropriate and inappropriate. At the start of the Company’s business
involvement with each individual, they are all notified of the anti-corruption policy. As part of the prevention, identification, and
detection of anti-corruption issues, training is provided across the Company.
The Company upholds the highest standards and does not tolerate corruption wherever it conducts business. In addition to
the aforementioned, the Vigil Mechanism Policy, which is applicable to every employee employed by the organisation, offers a
platform for reporting dishonest behaviour, fraud, and actual or suspected Code violations. No stakeholder complaints with respect
to the Company’s Code of Conduct and Whistle Blower Policy were received in the reporting year.
The policy is accessible on the following web link:

https://www.heranba.co.in/wp-content/uploads/2023/04/DOC230123-23012023160634.pdf
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
agency for the charges of bribery/corruption:
No law enforcement agency has taken disciplinary action on directors, KMPs, staff members, or workers for allegations of bribery
or corruption.
6. Details of complaints with regard to conflict of interest:
FY 2022-23 FY 2021-22
Current Financial Year Previous Financial Year
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of
Interest of the Directors There were no conflicts of interest reported throughout
Number of complaints received in relation to issues of Conflict of the reporting period.
Interest of the KMPs
7. Provide details of any corrective action taken or underway on issues related to fines/penalties/action taken by
regulators/law enforcement agencies/judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable
Leadership Indicators
1. Awareness programmes conducted for value chain partners on any of the principles during the financial year:
The company has a practice of regularly training farmers and dealers in various regions on various topics to create an awareness
on good business practices. A total of 879 farmers’ meetings and 6 dealers’ meetings were conducted during the current
financial year.
The company will going forward maintain records to track the percentage of farmers and dealers covered in the trainings and
would also conduct the sessions on the specific BRSR principles. Additionally, the company will make an efforts to include the
other value chain partners in these training initiatives.
2. Does the entity have processes in place to avoid/manage conflict of interests involving members of the Board? (Yes/
No) If yes, provide details of the same:
Yes, the Company has procedures in place to prevent/manage conflicts of interest affecting board members and they are in
accordance with the terms of the board’s appointment of directors.
According to the Company’s Code of Conduct, Board members and Senior Management of the Company are required to abstain
from discussions, voting, or otherwise influencing a decision on any matter in which they have or may have a conflict of interest;
restrict themselves from serving as a Director of any Company that is in direct competition with the Company.
Additionally, the Board of Directors and senior management of the Company submit a yearly declaration of the entities in which
they have an interest or whenever there is a change of interest as per the provisions of The Companies Act, 2013. The Company
then confirms that the necessary legal approvals have been obtained before engaging in business with such interested entities.

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively.
FY 2022-23 FY 2021-22 Details of improvements in environmental and social impacts

R&D 57.00% 55.00% 1. Bromine recovery system & Recycling recovered bromine in our
products.
2. Recovery of potassium chloride from the aqueous streams &
Selling KCl as fertilizer grade.
3. New formulation development of CS grade; Pendimethalin
34.4%CS, which is more environ-friendly than EC solvent based.
4. New formulation development of CS grade; Lambda-cyhalothrin
5%, 10% & 25% CS, which is more environ-friendly than that of
EC solvent based.
Capex 0.00% 0.00% NA
2. 3. Describe the processes in place to safely reclaim your

a. Does the entity have procedures in place for products for reusing, recycling and disposing at the end
sustainable sourcing? (Yes/No) of life, for
Heranba has not yet established specific protocols for a. Plastics (including packaging)
sustainable sourcing; however, the Company is conscious Plastic waste is sent to GPCB approved recycler.
of the significance of sustainability in its operations, hence,
it screens every supplier based on social and environmental b. E-waste
criteria, and every aspect of the Company’s operations is E-waste records are maintained & it will be sent to GPCB
regularly examined to ensure that the sourced materials are Registered E-Waste supplier.
handled responsibly. The legal compliance status, health and
safety policy, and ISO certification-which includes ISO 9001, c. Hazardous waste
ISO 14001, and ISO 18001—are all factors we consider when
All generated hazardous waste has been sent to a landfill or
evaluating suppliers.
incinerator authorised by the GPCB.
b. If yes, what percentage of inputs were sourced
d. Other waste
sustainably?
It is given to the local scrap vendor i.e. MS waste, SS waste.
Not Applicable
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes/No). If yes, whether the
waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control
Boards? If not, provide steps taken to address the same.
EPR plan is under review for submission to Pollution Control Board.
1. Has the entity conducted Life Cycle Perspective/Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
NIC Code Name of Product/ % of Boundary Whether Results
Service total Turnover for which the conducted by communicated
contributed Life Cycle independent in public domain
Perspective/ external (Yes/No) If
Assessment agency (Yes/No) yes, provide
was conducted the web-link
Not Applicable
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your
products/services, as identified in the Life Cycle Perspective/Assessments (LCA) or through any other means, briefly
describe the same along-with action taken to mitigate the same.
Name of Product/Service Description of the risk/concern Action Taken

Not Applicable

114
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry):
Indicate input material FY 2022-23 FY 2021-22

Current Financial Year Previous Financial Year
Nil
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and
safely disposed, as per the following format:
FY 2022-23 FY 2021-22
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (including packaging) - 2.025 MT 2.025 MT - - -
E-waste - - - - - -
Hazardous waste - - 322.48 MT - - 245.505 MT
Other waste - - - - - -
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Indicate product category Reclaimed products and their packaging materials as % of total products
sold in respective category
Nil
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in
their value chains
1.
a. Details of measures for the well-being of employees:
Category % of Employees covered by
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities
Total (A)
Number (B) % (B/A) Number (C) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A)
Permanent employees
Male 490 490* 100% 189 38.57% 0 0% 0 0 0 0
Female 15 15 100% 0 0 15 100% 0 0 0 0
Total 505 505 100% 189 37.43% 15 2.97% 0 0 0 0
Other than Permanent employees
Male 0 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0 0
Total 0 0 0 0 0 0 0 0 0 0 0
* It includes both employees covered under Mediclaim and ESIC.
b. Details of measures for the well-being of workers:

Category % of Workers covered by
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care Facilities
Total (A)
Number (B) % (B/A) Number (C) % (C/A) Number (D) % (D/A) Number (E) % (E/A) Number (F) % (F/A)
Permanent workers
Male 312 312 100% 312 100% 0 0% 0 0 0 0
Female 1 1 100% 1 100% 1 100% 0 0 0 0
Total 313 313 100% 313 100% 1 0.32% 0 0 0 0
Other than Permanent workers
Male 691 691** 100% 691 100% 0 0 0 0 0 0
Female 29 29 100% 29 100% 29 100% 0 0 0 0
Total 720 720 100% 720 100% 29 4.03% 0 0 0 0
**Health Insurance and Accidental Insurance are covered under Workman compensation Insurance Policy.

2. Details of retirement benefits, for Current FY and Previous Financial Year.
Benefits FY 2022-23 FY 2021-22

No. of No. of workers Deducted and No. of No. of Deducted
employees covered deposited employees workers and
covered as a as a % of with the covered as a covered deposited
% of total total workers authority % of total as a % of with the
employees (Y/N/N.A.) employees total workers authority
(Y/N/N.A.)
PF 100% 100% Yes 100% 100% Yes
Gratuity 100% 100% Yes 100% 100% Yes
ESI 100% 100% Yes 100% 100% Yes
Others-Please Specify - - - - - -
3. Accessibility of workplaces
Are the premises/offices of the entity accessible to differently abled employees and workers, as per the requirements of
the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes. The Company has put up ramps, lifts, and handrails for stairwells at all of its locations, including its offices and other
premises, to make it easier for people with disabilities to go about. Thus, Company’s premises has been made access friendly.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act,
2016? If so, provide a web-link to the policy.
Heranba provides equal job opportunities without regard to age, race, religion, nationality, disability, marital status, sex, or sexual
orientation. Based on the aforementioned factors, the Company makes an effort to keep a harassment-free workplace. This equal
opportunity policy is dependent on any applicable laws, a person’s qualifications, and their worth.
The policy can be access at https://www.heranba.co.in/wp-content/uploads/2023/07/Anti-Discrimination-Policy.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender Permanent employees Permanent workers
Return to Retention rate Return to Retention rate
Work rate Work rate
Male
Female Nil
Total
6. Is there a mechanism available to receive and redress grievances for the following categories of
employees and worker? If yes, give details of the mechanism in brief.
Yes/No (If yes, then give details of the mechanism in brief)
Permanent workers
Other than Permanent workers
Yes
Permanent employees
Other than Permanent employees
The Company has a grievance policy so that employees have a way to convey issues related to their employment. The Policy
makes sure that these complaints are resolved swiftly, fairly, and impartially in accordance with the Organization’s policies. This
comprises employee concerns about a supervisor’s, another employee’s, or Management’s behaviour, inaction, or proposed
action in relation to them.
According to the policy’s grievance redress mechanism, the first step in addressing any problem is to speak directly to the other
party about the grievance. If consultation is unsatisfactory or impossible for whatever reason, the employee may speak to their
next-level supervisor. If the grievance is still not resolved at the Department or Second Level, the HR Head of the Site will speak
directly with the other party to try to address the situation. Even if the issue goes unresolved, the director will be involved to settle
the complaints and will try every option at his command.
The policy can be access at https://www.heranba.co.in/wp-content/uploads/2023/07/Grievience-REdrressal-Policy.pdf

116
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
Category FY 2022-23 FY 2021-22

Total No. of % (B/A) Total No. of % (D/C)
employees/ employees/ employees/ employees/
workers in workers in workers in workers in
respective Respective respective Respective
category (A) category, who category (C) category, who
are part of are part of
association(s) association(s)
or Union (B) or Union (D)
Total Permanent
0 0 0 0 0 0
employees
Male 0 0 0 0 0 0
Female 0 0 0 0 0 0
Total
0 0 0 0 0 0
Permanent workers
Male 0 0 0 0 0 0
Female 0 0 0 0 0 0
8. Details of training given to employees and workers:

On Health and On Skill upgradation On Health and On Skill upgradation
Total safety measures Total safety measures
(A) (D)
Number (B) % (B/A) Number (C) % (C/A) Number (E) % (E/D) Number (F) % (F/D)
EMPLOYEES
Male 490 266 54.29% 12 2.45% 455 237 52.08% 10 2.20%
Female 15 1 6.67% 0 - 18 0 0 2 11.11%
Total 505 267 52.87% 12 2.38% 473 237 50.11% 12 2.54%
WORKERS
Male 1003 753 75.07% 0 0 1078 776 71.98% 0 0
Female 30 7 23.33% 0 0 26 7 26.92% 0 0
Total 1033 760 73.57% 0 0 1104 783 70.92% 0 0
9. Details of performance and career development reviews of employees and worker:

Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C)
EMPLOYEES
Male 490 490 100% 455 455 100%
Female 15 15 100% 18 18 100%
Total 505 505 100% 473 473 100%
WORKERS
Male 1003 1003 100% 1078 1078 100%
Female 30 30 100% 26 26 100%
Total 1033 1033 100% 1104 1104 100%
10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/No). If
yes, the coverage such system?
Yes. Heranba places a high priority on preserving and enhancing the health and safety of its employees. Employee workplace
safety is the cornerstone of the Company’s sustainability approach. The Company has put in place thorough compliance measures
at all touch points to ensure everyone’s safety.
All manufacturing facilities, offices are covered by the Safety & Health Management system, which also ensures the protection
of the environment, the health and safety of all employees, contractors, visitors, and other important stakeholders. The Company
has also adopted a BRSR policy for environmental protection, health, and safety, which is available on https://www.heranba.co.in/
wp-content/uploads/2023/07/BRSR-Policy-Heranba.pdf

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis
by the entity?
Heranba has a risk management system to carry out the evaluation of work-related hazards and risks for all routine and non-
routine operations carried out at any site. The management identify hazards and risks after consulting with safety specialists. To
get rid of the risks and hazards identified, a mitigation strategy which involves evacuating the employees and other occupants in
the event of an emergency are offered.
The employees and workers also provided with protective gear wherever required. In case of any emergency, the following
facilities are available:
• Well-equipped OHC with 24x7 male nurse available.
• Appointed Factory Medical Officer (FMO).
• First Aid Treatment available in OHC.
• First Aid Boxes provided & maintained.
• Mutual Aid facility of Ambulance available with Local Association.
• Agreement with outside hospital for emergency treatment as Mutual Aid.
• Periodic medical check-up.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such
risks. (Y/N)
Yes. Internal controls and processes are in place within the Company to report hazards at work immediately. Additionally, we have
a safety observation and incidents reporting system to make sure that any work-related incidents, such as accidents, near-misses,
unsafe conditions, and unsafe activities, are reported, followed by the closing of the incident after implementing the required
corrective actions.
d. Do the employees/worker of the entity have access to non-occupational medical and healthcare services? (Yes/No)
Yes. Heranba recognizes that its employees’ overall physical and mental health plays a vital role to Company success and long-
term goals of expansion. We also think it’s important to give workers a workplace where their needs for money are addressed in
addition to their salary. All employees of the Company are eligible for a range of health and wellness perks, including accident and
medical insurance for benefit in the case of an accident or serious sickness. In addition, Heranba provides routine check-ups and
wellness programmes, as well as free, wholesome meals for the workers and employees in the Factory.
11. Details of safety related incidents, in the following format:
Safety Incident/Number Category FY 2022-23 FY 2021-22

Lost Time Injury Frequency Rate (LTIFR) Employees 2 1
(per one million-person hours worked) Workers 2 1
Total recordable work-related injuries Employees 3 4
Workers 6 10
No. of fatalities Employees 0 0
Workers 0 0
High consequence work-related injury or ill-health Employees 0 0
(excluding fatalities) Workers 0 0
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
At Heranba, we think that keeping everyone safe including our employees, our guests, and the general public-is essential to
our long-term success. We continue to believe that having a safe and healthy workplace is both a legal requirement and a basic
human right. As part of our sustainability vision, we have set the aim of achieving “Zero Harm” and zero reportable injuries across
all of our operations.
The following are some of the mitigating strategies to avoid or lessen severe consequences on occupational health and safety:
• Providing and maintaining up to date fire detection, alarm, and suppression systems;
• Conducting routine site reviews, inspections, and audits to gauge readiness for safety;
• Regular simulations of both fire and medical emergencies;
• Regular training on occupational health & safety training to sensitize employees on occupational health & safety;
• Regular medical check-up facility available every week;
• Mutual Aid facility of Ambulance is available through connection with Local association;
• Oxygen cylinder available for emergency purpose.

118
13. Number of Complaints on the following made by employees and workers:
FY 2022-23 FY 2021-22
Filed during Pending Remarks Filed during Pending Remarks
the year resolution the year resolution
at the end at the end
of year of year
Working Conditions
Nil
Health & Safety
14. Assessments for the year:

% of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
Health & Safety practices 100%
Working Conditions 100%
Taksh Environmental Auditor & Naik Associates, two approved external agencies, have performed the above audits in accordance
with requirements
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and
on significant risks/concerns arising from assessments of health & safety practices and working conditions.
In all of its locations, Heranba keeps track on accident rates. The strong commitment of management and employees to maintain
a safe workplace by following the Company’s established management approach and adopting a health and safety-first mentality
in the performance of duties is credited with the overall reduction in health and safety incidents.
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y/N)
(B) Workers (Y/N)
Yes, Heranba has a compensation policy in place for its employees and permanent workers and does provide aid in the event of
a tragic incident, such as a death.
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by
the value chain partners
The Company monitors and tracks the compliance related to statutory dues by contractors supplying third party resources as a
part of regular checks while processing the invoices. Periodic audits are also conducted to ensure compliance.
3. Provide the number of employees/workers having suffered high consequence work-related injury/ill-health/fatalities
(as reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment
or whose family members have been placed in suitable employment:
Total no. of affected employees/workers No. of employees/workers that are

rehabilitated and placed in suitable
employment or whose family members have
been placed in suitable employment
FY 2022-23 FY 2021-22 FY 2022-23 FY 2021-22
Employees
Nil
Workers
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of
career endings resulting from retirement or termination of employment? (Yes/No)
No
5. Details on assessment of value chain partners:

% of value chain partners (by value of business done
with such partners) that were assessed
Health and safety practices 100.00%
Working Conditions 100.00%
6. Provide details of any corrective actions taken or underway to address significant risks/concerns arising
from assessments of health and safety practices and working conditions of value chain partners.
The Company conducts EHS, system & regulatory audits of the third parties, their warehouses and of suppliers at regular
intervals to ensure compliance of various processes. Regular follow ups are being done to ensure implementation of suggested
corrective/preventive actions.

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
1. Describe the processes for identifying key stakeholder groups of the entity.
In order to comprehend and meet stakeholders’ expectations as well as build short-, medium-, and long-term Company strategies,
the Company identifies and interacts with a variety of stakeholders. Employees, Shareholders, Customers, Communities, Suppliers,
Government Authorities, Partners, and Vendors are among the internal and external groupings of important stakeholders defined
based on their immediate impact on the operations and working of the Company.
2. List sakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder
group.
Stakeholder Whether Channels of Frequency of Purpose and scope of
Group identified as communication (Email, engagement engagement including key
Vulnerable & SMS, Newspaper, (Annually/ topics and concerns raised
Marginalized Pamphlets, Advertisement, Half yearly/ during such engagement
Group (Yes/No) Community Meetings, Quarterly/others -
Notice Board, please specify)
Website), Other
Shareholders No Annual General Meeting, Ongoing To answer investor queries on
Shareholder meets, email, financial performance To present
Stock Exchange (SE) business performance highlights
intimations, investor/analysts to investors To discuss the
meet/conference calls, business outlook
annual report, quarterly
results, media releases and
Company/SE website
Customers No Website, distributor/ Ongoing Product quality and availability,
retailer/direct customer/ responsiveness to needs, after
MD, senior leader-customer sales service, responsible
meets/visits, customer guidelines/manufacturing,
plant visits, Dealer’s climate change disclosures,
meet, group discussion, Safety awareness and safe use
trade body membership, of Agrochemicals
helpdesk, conferences,
customer surveys
Government No Websites, Emails, Ongoing Policy and Regulatory Matters,
and Regulatory Meetings, Industry Forums, Filing of Returns, Grant and
Bodies Submissions through maintenance of licenses to
online Regulatory portals import, manufacture and market
or direct submissions to Company’s products in India, and
Regulatory office other regulatory approvals
Suppliers No Supplier & vendor meets, Ongoing Supply of material & services.
Workshops, Dialogue, Adopting sustainable &
email, SMS, WhatsApp, environment friendly policies
joint events, presentations
Supplier risk assessments
Employees No Conferences, workshops, Ongoing Inform about important
Publications, newsletters advances in the Company.
& reports, online portals, Help the employees expand
employee surveys, Idea their knowledge in the industry.
management, internal Getting employee feedback and
communication One- resolving their issues
on-one interactions
Employee involvement in
CSR activities
Communities Partially Meets of community/ Ongoing Farmer Safety Kit, Clean water,
& NGO local authorities/location Green Bio Toilet, Tree Plantation,
heads, community visits Distribution of appliances for
and projects, partnership Physically Impaired, Corrective
with local charities, NGO Surgery - Cleft Lip/Cleft Palate,
volunteerism, seminars/ Natural Resource Management,
conferences, CSR community development,
Partner’s meet livelihood support, disaster relief,
Education, Skill development, etc

120
Leadership Indicators In order to identify and manage environmental and social

1. Provide the processes for consultation between issues, stakeholders are consulted. We interact with our
stakeholders and the Board on economic, environmental, stakeholders to identify all facets of societal, environmental,
and social topics or if consultation is delegated, how is and economic problems. We think that including stakeholders
feedback from such consultations provided to the Board. improves accountability, transparency, responsiveness,
compliance, organizational learning, and sustainability. We
The management of the Company regularly engages
interact with our stakeholders through a variety of methods of
with important stakeholders, including customers,
engagement to learn about their top environmental, social, and
suppliers, employees, etc., in an effort to improve value
governance concerns.
generating methods.
3. Provide details of instances of engagement with, and
2. Whether stakeholder consultation is used to support
actions taken to, address the concerns of vulnerable/
the identification and management of environmental, and
marginalized stakeholder groups.
social topics (Yes/No). If so, provide details of instances
as to how the inputs received from stakeholders on these The company engages with vulnerable and marginalized
topics were incorporated into policies and activities of the communities through its CSR programmes which are targeted
entity. to benefit vulnerable and marginalized stakeholder groups.
For more details, please refer to the CSR initiatives mentioned
under Annual Report
PRINCIPLE 5: Businesses should respect and promote human rights

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the
following format:

Total (A) No. of % (B/A) Total (C) No. of % (D/C)
employees/ employees/
workers workers
covered (B) covered (D)
Employees
Permanent 505 32 6.34% 473 12 2.54%
Other than 0 0 0 0 0 0
permanent
Total Employees 505 32 6.34% 473 12 2.54%
Workers
Permanent 313 43 13.74% 273 12 4.40%
Other than 720 25 3.47% 831 18 2.17%
permanent
Total Workers 1033 68 6.58% 1104 30 2.72%
2. Details of minimum wages paid to employees and workers, in the following format:
Category FY 2022-23 Current Financial Year FY 2021-22 Previous Financial Year

Equal to More than Equal to More than
Total Minimum Wage Minimum Wage Total Minimum Wage Minimum Wage
(A) Number % (B/A) Number % (C/A) (D) Number % (E/D) Number % (F/D)
(B) (C) (E) (F)
Employees
Permanent 505 0 0. 505 100% 473 0 0 473 100%
Male 490 0 0 490 100% 455 0 0 455 100%
Female 15 0 0 15 100% 18 0 0 18 100%
Other than
permanent
Male 0 0 0 0 0 0 0 0 0 0
Female 0 0 0 0 0 0 0 0 0 0
Workers
Permanent 313 0 0 313 100% 273 0 0 273 100%
Male 312 0 0 312 100% 272 0 0 272 100%
Female 1 0 0 1 100% 1 0 0 1 100%
Other than 720 0 0 720 100% 831 0 0 831 100%
permanent
Male 691 0 0 691 100% 806 0 0 806 100%
Female 29 0 0 29 100% 25 0 0 25 100%

3. Details of remuneration/salary/wages, in the following format:

Male Female
Number Median remuneration/salary/ Number Median remuneration/salary/
wages of respective category wages of respective category
Board of Directors (BoD) 4* ₹ 32 Lakhs Per Annum 0 0
Key Managerial Personnel 2 ₹ 26 Lakhs Per Annum 0 0
Employees other than BoD
796 ₹ 4.90 Lakhs Per Annum 16 ₹ 4.30 Lakhs Per Annum
and KMP
Workers 691 ₹ 2.94 Lakhs per Annum 29 ₹ 2.70 Lakhs Per Annum
*Only Executive Directors are considered as Non Executive Independent Directors are paid Sitting Fees only.
4. Do you have a focal point (Individual/Committee) Committee might also make a reasonable recommendation in
responsible for addressing human rights impacts or conjunction with Line Management.
issues caused or contributed to by the business? (Yes/No)
Yes Heranba is committed to upholding the human rights of
its employees, communities, contractors, and suppliers
5. Describe the internal mechanisms in place to redress in accordance with the Rights of Work described by the
grievances related to human rights issues. regulatory authorities. Heranba recognises the significant role
that business can play in ensuring the long-term protection of
According to the Company’s human rights policy, employees
human rights.
can address any complaints or grievances to line management.
Any employee or an associate who expresses concerns
To guarantee that complaints are handled quickly and
in accordance with the policy is not subject to retribution or
effectively, the Company has created a human rights policy
reprisals. To look into the issues that have been reported, a
that works in tandem with the grievance policy.
committee will be established or assigned by next financial
year. The Committee will be in charge of assessing the
The policy can be access at https://www.heranba.co.in/policies/
reported problems and seeing to it that they are resolved. The
6. Number of Complaints on the following made by employees and workers:

Filed during Pending Remarks Filed during Pending Remarks
the year resolution the year resolution
at the end at the end
of year of year
Sexual Harassment
Discrimination
at workplace
Child Labour
Forced Labour/ Nil
Involuntary Labour
Wages
Other human rights
related issues
7. Mechanisms to prevent adverse consequences to the The Whistle-blower Policy guarantees that no Whistle-blower
complainant in discrimination and harassment cases. will be treated unfairly as a result of reporting a “Protected
Heranba is dedicated to granting equal opportunities to every Disclosure” in accordance with the policy. The Company,
individual and is intolerant of any form of harassment or as a matter of policy, strongly disapproves of any form of
discrimination, including those based on sexual orientation, victimisation, discrimination, harassment, or any other unfair
age, handicap, nationality, or any other characteristic protected employment practise used against whistle-blowers. Therefore,
by the law. Our anti-discrimination, POSH, whistle-blower, and whistle-blowers will be completely protected from any
grievance redress guidelines make sure that our employees unfair practises such as retaliation, threats of termination or
uphold our commitment. suspension of service, disciplinary action, transfer, demotion,
refusal of promotion, or the like, as well as any direct or
Also, in accordance with the Sexual Harassment of Women at indirect use of authority to obstruct the whistle-blower’s right
Workplace (Prevention, Prohibition, and Redress) Act, 2013 an to continue performing his or her duties or functions, including
internal committee (IC) has been established. They adhere to making additional reports and safeguard disclosure.
the procedures and rules outlined in the Act.

122
8. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
No. We haven’t yet put it into implementation.
9. Assessments for the year:
% of your plants and offices that were assessed (by entity or statutory authorities
or third parties)
Child labour
Forced/involuntary labour 100%
Sexual harassment The Company’s manufacturing plants, R&D centres and offices were assessed by
Discrimination at workplace the Company and/or externally by third parties, and also Statutory Authority from time
Wages to time
Others - please specify
10. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 9 above.
Not Applicable
1. Details of a business process being modified/introduced as a result of addressing human rights grievances/
complaints.
There have been zero complaints or grievances about human rights as of the publication date of the report.
2. Details of the scope and coverage of any Human rights due-diligence conducted.
At Heranba, adherence to the human rights policy is essential. Going forward in the near future, we want to make sure that our
Company’s operations and our suppliers uphold regulations pertaining to human rights.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of
Persons with Disabilities Act, 2016?
There are ramps at the Company’s registered office, corporate office, and other locations for visitors with special needs. The
majority of offices are located in commercial buildings with infrastructure for visitors with disabilities, lifts or on the ground floor.
4. Details on assessment of value chain partners:

% of value chain partners (by value of business done
with such partners) that were assessed
Sexual harassment 00%
Discrimination at workplace 00%
Child Labour 00%
Forced Labour/Involuntary Labour 00%
Wages 00%
Others – please specify 00%
5. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
assessments at Question 4 above.
Not Applicable
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Parameter FY 2022-23 FY 2021-22

Total electricity consumption (A) 105,296,238,000 KJ 101,031,062,400 KJ
Total fuel consumption (B) 10,240,570,660 KJ 62,976,437,634 KJ
Energy consumption through other sources I 0 0
Total energy consumption (A+B+C) 115,536,808,660 KJ 164,007,500,034 KJ
Energy intensity per rupee of turnover 8.72 11.31
(Total energy consumption/turnover in rupees) - -
Energy intensity (optional) - the relevant metric may be selected by
the entity

Note: Indicate if any independent assessment/evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
Yes, Taksh Environmental Auditor & Naik Associates, two approved external agencies, have performed environmental & safety
audits in accordance with requirements.
2. Does the entity have any sites/facilities identified as designated consumers (DCs) under the Performance, Achieve and
Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have
been achieved. In case targets have not been achieved, provide the remedial action taken, if any.
No, we have not been recognized for any locations or facilities as designated consumers (DCs) under the Government of India’s
PAT Scheme.
3. Provide details of the following disclosures related to water, in the following format:

Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 0 0
(iii) Third party water 104,693 KL 109,423 KL
(iv) Seawater/desalinated water 0 0
(v) Others 0 0
Total volume of water withdrawal (in kilolitres) (I + ii + iii + iv + v) 104,693 KL 109,423 KL
Total volume of water consumption (in kilolitres) 104,693 KL 109,423 KL
Water intensity per rupee of turnover (Water consumed/turnover) 0.0000079051 0.0000075445
Water intensity (optional) - the relevant metric may be selected by - -
the entity
4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
At present, none of our facility is Zero Liquid Discharge compliant. We are treating effluent in our full fledge Effluent Treatment
Plant (ETP).
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter Please specify unit FY 2022-23 FY 2021-22

Nox Ppm <10 <10
Sox Ppm <25 <25
Particulate matter (PM) Mg/Nm3 <90 <90
Persistent organic pollutants (POP) - 0 0
Volatile organic compounds (VOC) Ppm 3.80 (Min) 4.30 (Min)
5.50 (Max) 6.00 (Max)
Permissible Limit (<65) Permissible Limit (<65)
Hazardous air pollutants (HAP) - 0 0
Others – please specify - 0 0
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter Unit FY 2022-23 FY 2021-22

Total Scope 1 emissions (Break-up of the Metric tonnes of 0 0
GHG into CO2, CH4, N2O, HFCs, PFCs, CO2 equivalent
SF6, NF3, if available)

124

Total Scope 2 emissions (Break-up of the Metric tonnes of 25360.93 MT 28820.08 MT
Total Scope 1 and Scope 2 emissions 0.0000019149 0.0000019871
per rupee of turnover
Total Scope 1 and Scope 2 emission - -
intensity (optional) - the relevant metric
may be selected by the entity
7. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details:
The Company has streamlined its procedures to get closer to this unified goal by aligning its emissions management strategy with
the global goals of reducing carbon footprint and managing climate change risks. In addition to being essential to the Company’s
future business operations, reducing GHG emissions is also a key component of its long-term environmental plan. The Company
is dedicated to energy saving and makes sure that all of its operational facilities use energy efficiently. A key component of the
Company’s strategy for sustainable operations is energy management. Facilities are operated with the intention of reducing the
amount of energy used in the processes, which directly affects carbon emissions. We’ve also added a waste reduction programme
and installed solar power as part of our effort to lower GHG emissions.
8. Provide details related to waste management by the entity, in the following format:

Total Waste generated (in metric tonnes)
Plastic waste (A) 1.0 MT -
E-waste (B) - -
Bio-medical waste (C) - -
Construction and demolition waste (D) - -
Battery waste (E) - -
Radioactive waste (F) - -
Other Hazardous waste. Please specify, if any. (G) 1.025 MT (Waste Oil)
Other Non-hazardous waste generated (H). Please specify, if any. - -
(Break-up by composition i.e. by materials relevant to the sector)
Total (A + B + C + D + E + F + G + H) 2.025 MT -
For each category of waste generated, total waste recovered through recycling, re-using or other recovery
operations (in metric tonnes)
Category of waste
(i) Recycled 2.025 -
(ii) Re-used - -
(iii) Other recovery operations - -
Total 2.025 -
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration 207.165 MT 213.405 MT
(ii) Landfilling 115.315 MT 32.10 MT
(iii) Other disposal operations 0 0
Total 322.48 MT 245.505 MT

9. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
your Company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes.
The generation of waste is an unavoidable by-product of industry, although efforts have been made to recover value from waste.
The Company has adopted processes and procedures that help recycle used material and reintroduce excess material into
the production process in an effort to remove a sizable amount of waste from landfills. For waste management, the corporation
employs the “3R” strategy of reduce, reuse, and recycle.
The Company follows legally prescribed procedures as under:

• We are segregating Low COD & High COD effluent for treatment of effluent as per the Pollution Control Board Norms.
• We are handling & managing storage, transportation & disposal of Hazardous waste as per the Pollution Control Board
Guidelines & Rules.
• We have Installed Online Continuous Environmental Monitoring System & connected with State Pollution Control Board &
Central Pollution Control Board.
10. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental
approvals/clearances are required, please specify details in the following format:
Sr. No. Location Type of operations Whether the conditions of environmental approval/clearance
of operations/offices are being complied with? (Y/N)
If no, the reasons thereof and corrective action taken, if any.
Not Applicable
11. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
current financial year:
As per EIA notification, the establishment or expansion of an integrated agro manufacturing facility is required to conduct an EIA
study. However, no projects underwent environmental impact assessments for the fiscal year 2022-23.
12. Is the entity compliant with the applicable environmental law/regulations/guidelines in India; such as the Water
(Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, and Environment protection act
and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
Yes, the Company is in compliance with all the environmental related applicable legislations.
1. Provide break-up of the total energy consumed (in Joules or multiples) from renewable and non-renewable sources,
in the following format:

From renewable sources
Total electricity consumption (A) 0 0
Total fuel consumption (B) 0 0
Energy consumption through other sources (C) 0 0
Total energy consumed from renewable sources (A+B+C) 0 0
From non-renewable sources
Total electricity consumption (D) 105,296,238,000 KJ 101,031,062,400 KJ
Total fuel consumption (E) 10,240,570,660 KJ 62,976,437,634 KJ
Energy consumption through other sources (F) 0 0
Total energy consumed from non-renewable sources (D+E+F) 115,536,808,660 KJ 164,007,500,034 KJ
2. Provide the following details related to water discharged:

126

Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water
- No treatment 0 0
- With treatment - please specify level of treatment 0 0
(ii) To Groundwater
- No treatment 0 0
(iii) To Seawater
- No treatment 0 0
(iv) Sent to third-parties
- No treatment 0 0
- With treatment - please specify level of treatment 19,429 KL 19,239 KL
(Primary, Secondary & (Primary, Secondary &
Tertiary) Tertiary)
(v) Others
- No treatment 0 0
Total water discharged (in kilolitres) 19,429 KL 19,239 KL
3. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility/plant located in areas of water stress, provide the following information:
(i) Name of the area
Heranba Industries Ltd. GIDC, Vapi and Sarigam
(ii) Nature of operations

Manufacture of Agrochemical products & Formulations
(iii) Water withdrawal, consumption and discharge in the following format:

Water withdrawal by source (in kilolitres)
(i) Surface water 0 0
(ii) Groundwater 0 0
(iii) Third party water 104,693 KL 109,423 KL
(iv) Seawater/desalinated water 0 0
(v) Others 0 0
Total volume of water withdrawal (in kilolitres) 104,693 KL 109,423 KL
Total volume of water consumption (in kilolitres) 104,693 KL 109,423 KL
Water intensity per rupee of turnover (Water consumed/turnover) 0.0000079051 0.0000075445
Water intensity (optional) - the relevant metric may be selected by the entity - -
Water discharge by destination and level of treatment (in kilolitres)
(i) Into Surface water
- No treatment 0 0
(ii) Into Groundwater
- No treatment 0 0


(iii) Into Seawater
- No treatment 0 0
(iv) Sent to third-parties
- No treatment 0 0
-With treatment - please specify level of treatment 19,429 KL(Primary, 19,239 KL(Primary,
Secondary, Tertiary) Secondary, Tertiary)
(v) Others
- No treatment 0 0
Total water discharged (in kilolitres) 19,429 KL 19,239 KL
4. Please provide details of total Scope 3 emissions & its intensity, in the following format:

Total Scope 3 emissions (Break-up of the Metric tonnes of 16996.39 MT 20523.31 MT
Total Scope 3 emissions per rupee ₹ 0.0000012833 0.000001415
of turnover
Total Scope 3 emission intensity (optional) - -
- the relevant metric may be selected by
the entity
5. With respect to the ecologically sensitive areas reported Hence, we have implemented the concept of emergency
at Question 10 of Essential Indicators above, provide plan and following list represents the main elements of the
details of significant direct & indirect impact of the entity emergency plan created for all plants:
on biodiversity in such areas along-with prevention and
• A detailed emergency response for each hazard scenario,
remediation activities.
including all likely dangers, their location, potential,
Not Applicable as our units operate in GIDC. damaging capacity, and in the event of accidents,
dangerous occurrences, emergencies, and catastrophes
6. If the entity has undertaken any specific initiatives occurring in or affecting the jurisdiction at any moment.
or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions/ • An emergency response team including a site main
effluent discharge/waste generated, please provide details controller, an incident controller, a first aid team, a fire
of the same as well as outcome of such initiatives, as per fighting team, a communications team, and teams for
the following format: electricity and utilities is on the scene.
Nil • The duties and responsibilities of the emergency response
team’s main members and their replacements.
7. Does the entity have a business continuity and disaster
• The emergency control center’s bare minimal
management plan? Give details in 100 words/web link.
infrastructural requirements.
The Company has put in place policies to ensure that mission-
critical operations continue in the event of a disruption as it • A list of regulatory organisations along with contact
recognises the value of business continuity in its operations. information.
• A list of the phone numbers and addresses of nearby
hospitals

128
8. Disclose any significant adverse impact to the farmers to ensure proper and safe handling and uses of
environment, arising from the value chain of the entity. agrochemical products
What mitigation or adaptation measures have been taken
by the entity in this regard? 9. Percentage of value chain partners (by value of
No such incident has being reported/informed to us. business done with such partners) that were assessed
The Company provides awareness and training to the for environmental impacts.
Nil
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a
manner that is responsible and transparent
1.
a. Number of affiliations with trade and industry chambers/associations.
The Company is affiliated with six (6) trade and industry chambers/associations.
b. List the top 10 trade and industry chambers/associations (determined based on the total members of such body) the
entity is a member of/affiliated to.
Sr. No. Name of the trade and industry chambers/associations Reach of trade and industry
chambers/associations (State/National)
1 Bombay Chamber of Commerce and Industry State
2 Crop Care Federation of India National
3 Pesticides Manufacturers & Formulators Association of India National
4 CHEMEXCIL - Basic Chemicals, Cosmetics & Dyes Export National
Promotion Council
5 Haryana Pesticides Manufacturer’s Association State
6 Indian Bunts Chamber of Commerce & Industry National
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the
entity, based on adverse orders from regulatory authorities.
Not Applicable. Since we did not obtain any such unfavorable directives from regulatory bodies about any matter involving anti-
competitive behaviour, no such corrective action was undertaken.
1. Details of public policy positions advocated by the entity:
Sr. No. Public Method resorted for Whether Frequency Web Link,
policy advocated such advocacy information of Review by if available
available in public Board (Annually/
domain? (Yes/No) Half yearly/
Quarterly/Others -
please specify)
Not Applicable
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the
current financial year:
Name and brief SIA Date of Whether Results Relevant Web link
details of project Notification No. notification conducted by communicated
independent in public
external domain (Yes/No)
agency (Yes/No)
Not Applicable. Currently the organization has not undertaken Social Impact Assessment projects.

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by
your entity, in the following format:
Sr. No. Name of Project State District No. of Project % of PAFs Amounts paid
for which R&R Affected covered by R&R to PAFs in the
is ongoing Families (PAFs) FY (In `)
Not Applicable
3. Describe the mechanisms to receive and redress grievances of the community:

The Grievance Redressal Mechanism (GRM), which gives us the social license to run and carry out programmes for community
initiative, is an essential element of ensuring our solid relationship with the community. We have employed local staff members
who frequently visit the neighbourhood and engage with residents to learn about and address community problems as part of our
grievance redress procedure. These interactions indicate that we are not currently aware of any particular community complaints.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

Directly sourced from MSMEs/small producers 8.88% 9.85%
Sourced directly from within the district and neighbouring districts 90.18% 80.82%
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments
(Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
Not Applicable
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as
identified by government bodies:
Sr. No. State Aspirational District Amount spent (In `)
No CSR activities on designated aspirational districts identified by Government
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising
marginalized/vulnerable groups? (Yes/No): No
(b) From which marginalized/vulnerable groups do you procure: Not Applicable
(c) What percentage of total procurement (by value) does it constitute: Nil
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the
current financial year), based on traditional knowledge:
Sr. No. Intellectual Owned/Acquired (Yes/No) Benefit shared (Yes/No) Basis of calculating
Property based on benefit share
traditional knowledge
Not Applicable
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes
wherein usage of traditional knowledge is involved:
Name of authority Brief of the Case Corrective action taken
Not Applicable
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible
manner
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
We have a procedure in place to handle customer complaints based on the severity of complaints. Additionally, we have a
feedback mechanism in place through which we continuously improve our system. Any customer having any complaints can email
at sales@heranba.com

130
2. Turnover of products and/services as a percentage of turnover from all products/service that carry information about:
As a Percentage of total Turnover
Environmental and social parameters relevant to the product Nil
Safe and responsible usage 100%
Recycling and/or safe disposal Nil
3. Number of consumer complaints in respect of the following:
FY 2022-23 Remarks FY 2021-22 Remarks

Received Pending Received Pending
during resolution during resolution
the year at end the year at the end
of year of year
Data privacy
Advertising
Cyber-security
Delivery of essential services Nil
Restrictive Trade Practices
Unfair Trade Practices
Other
4. Details of instances of product recalls on account of safety issues:

Number Reasons for recall
Voluntary recalls
Nil
Forced recalls
5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If available,
provide a web-link of the policy.
We do not have any formal policy/framework. However we have Fortinet firewall and data backup plan.
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action
taken by regulatory authorities on safety of products/services.
There was no incident during the current fiscal year.
1. Channels/platforms where information on products and services of the entity can be accessed (provide web link, if
available).
Information related to all the products and services provided by the organization are available on the www.heranba.co.in
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
The Usage and Safety Instructions are mentioned on the Product Packaging as per the prevailing Laws/Guideline issued by
the Government.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

Not Applicable
4. Does the entity display product information on the product over and above what is mandated as per local laws?
(Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey with regard to consumer
satisfaction relating to the major products/services of the entity, significant locations of operation of the entity or the
entity as a whole? (Yes/No)
No, we do not display product information on the product over and above what is mandated as per local laws.
Also, we regularly conduct the survey regarding consumer satisfaction.
5. Provide the following information relating to data breaches:

a. Number of instances of data breaches along-with impact: Nil
b. Percentage of data breaches involving personally identifiable information of customers: Nil

Independent Auditor’s Report

To
The Members of
Report on the Audit of the Standalone Financial Statements
OPINION responsibilities under those Standards are further described in

We have audited the Standalone Financial Statements of the Auditor’s Responsibilities for the Audit of the Standalone
Heranba Industries Limited (“the Company”), which comprise Financial Statements section of our report.
the Balance Sheet as at March 31, 2023, the Statement of
Profit and Loss (including Other Comprehensive Income), the We are independent of the Company in accordance with the
Statement of Changes in Equity the Statement of Cash Flows Code of Ethics issued by the Institute of Chartered Accountants
for the year then ended, and notes to the Standalone Financial of India (“ICAI”) together with the ethical requirements that are
Statements, including a summary of significant accounting relevant to our audit of the Standalone Financial Statements
policies and other explanatory information (hereinafter referred under the provisions of the Act and the Rules thereunder,
to as “the Standalone Financial Statements”). and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of
In our opinion and to the best of our information and according Ethics. We believe that the audit evidence we have obtained is
to the explanations given to us, the aforesaid Standalone sufficient and appropriate to provide a basis for our opinion on
Financial Statements give the information required by the the Standalone Financial Statements.
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view in conformity with the Indian EMPHASIS OF MATTER
Accounting Standards prescribed under section 133 of the We draw attention to Note 43 to the Standalone Financial
Act read with the Companies (Indian Accounting Standards) Statements, regarding an order from Gujarat Pollution Control
Rules, 2015, as amended, (“Ind AS”) and other accounting Board (“GPCB”) instructing the Company to prohibit and close
principles generally accepted in India, of the state of affairs of operations at Vapi’s Plant Unit-I & Unit-II. The Company is
the Company as at March 31, 2023, its profit (including other analyzing the said order and taking appropriate measures as
comprehensive income), the changes in equity and its cash advised before the GPCB to remedy the situation and seek
flows for the year ended on that date. relief against the said order. The management has asserted
that there will not be any significant impact of this order on
BASIS FOR OPINION its operations for the ensuing year. We have relied on such
We conducted our audit in accordance with the Standards on assertions in this regard. Our opinion is not modified in respect
Auditing (SAs) specified under section 143(10) of the Act. Our of this matter.
KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. No. Key Audit Matter Auditor’s Response

1 Revenue Recognition Our procedures included, amongst others:
The timing of revenue recognition is • We assessed the compliance of the revenue recognition accounting
relevant to the reported performance of policies against the requirements of Indian Accounting Standards
the Company. (“Ind AS”).
• We evaluated the design and operating effectiveness of the relevant
We identified revenue recognition
key financial controls with respect to revenue recognition on selected
as a key audit matter because of the
transactions.
quantum of revenue and the time and
audit effort involved in auditing the • Using statistical sampling, we tested the terms of the revenue
terms of the customers contract and the contracts against the recognition of revenue based on the underlying
revenue recognized. documentation and records and evaluated accuracy and existence
of the revenue being recognised in the correct accounting period.
• We tested the accuracy and existence of revenue recognized at year
end. On a sample basis, we evaluated the revenue being recognised
in the correct accounting period.

132
Sr. No. Key Audit Matter Auditor’s Response

We have assessed the adequacy of disclosures in the Standalone
Financial Statements against the requirements of Ind AS 115, Revenue
from contracts with customers.
2 Inventory Valuation Our procedures included, amongst others:
Inventory represents a significant portion
of total assets as at March 31, 2023, with • We understood and evaluated the process relating to determination
carrying value of ` 297.16 crore. of net realizable value of inventories and identification of slow
moving, expired and obsolete inventories,
Inventories are valued at lower cost • We attended stock counts to identify whether any inventory was
and net realizable value. The Company obsolete,
writes down inventories to net realizable
value on account of obsolescence, expiry • We assessed the basis for the inventory valuation, the consistency
and non-moving inventory, based on in policy and the rationale in its application,
management’s assessment. • We tested the accuracy of the ageing of inventories based on system
generated reports,
Assessing net realizable value and
identification of slow moving, expired • We reviewed the testing done for net realizable value of inventories
and obsolete inventory are areas which and future plans for consumptions,
require use of significant judgements and • We tested the arithmetical accuracy of valuation files; and
owing to the inherent complexities, this is
considered to be a key audit matter. We have assessed the appropriateness of disclosures in the
Standalone Financial Statements in accordance with the applicable
accounting standards.
INFORMATION OTHER THAN THE the accounting Standards specified under section 133 of the
STANDALONE FINANCIAL STATEMENTS AND Act and the relevant provisions of the Act.
AUDITOR’S REPORT THEREON This responsibility also includes maintenance of adequate
The Company’s Board of Directors is responsible for the Other accounting records in accordance with the provisions of
Information. The other information comprises the information the Act for safeguarding of the assets of the Company and
included in the Company’s Annual Report but does not include for preventing and detecting frauds and other irregularities;
the Standalone and Consolidated Financial Statements and selection and application of appropriate accounting policies;
our Independent Auditors’ Report thereon. Our opinion on the making judgments and estimates that are reasonable and
Standalone Financial Statements does not cover the Other prudent; and design, implementation and maintenance of
Information and we do not and will not express any form of adequate internal financial controls, that were operating
assurance or conclusion thereon. effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
In connection with our audit of the Standalone Financial presentation of the Standalone Financial Statements that give
Statements, our responsibility is to read the Other Information a true and fair view and are free from material misstatement,
identified above and, in doing so, consider whether the Other whether due to fraud or error.
Information is materially inconsistent with the Standalone
Financial Statements, or our knowledge obtained in the audit, In preparing the Standalone Financial Statements, management
or otherwise appears to be materially misstated. is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
If, based on the work we have performed on the other to going concern and using the going concern basis of
information that we obtained prior to the date of this auditor’s accounting unless management either intends to liquidate the
report, we conclude that there is a material misstatement, we Company or to cease operations, or has no realistic alternative
are required to report that fact. We have nothing to report in but to do so.
this matter.
The Board of Directors is also responsible for overseeing the
RESPONSIBILITIES OF MANAGEMENT AND Company’s financial reporting process.
THOSE CHARGED WITH GOVERNANCE FOR
THE STANDALONE FINANCIAL STATEMENTS AUDITOR’S RESPONSIBILITIES FOR THE
The Company’s Board of Directors is responsible for the AUDIT OF THE STANDALONE FINANCIAL
matters stated in section 134(5) of the Act with respect to the STATEMENTS
preparation of these Standalone Financial Statements that Our objectives are to obtain reasonable assurance about
give a true and fair view of the financial position, financial whether the Standalone Financial Statements as a whole
performance (including other comprehensive income), changes are free from material misstatement, whether due to fraud or
in equity and cash flows of the Company in accordance with error, and to issue an auditor’s report that includes our opinion.
the accounting principles generally accepted in India, including Reasonable assurance is a high level of assurance but is not

a guarantee that an audit conducted in accordance with SAs We communicate with those charged with governance
will always detect a material misstatement when it exists. regarding, among other matters, the planned scope and
Misstatements can arise from fraud or error and are considered timing of the audit and significant audit findings, including
material if, individually or in aggregate, they could reasonably any significant deficiencies in internal control that we identify
be expected to influence the economic decisions of users during our audit.
taken on the basis of these Standalone Financial Statements.
We also provide those charged with governance with a
As part of an audit in accordance with SAs, we exercise statement that we have complied with relevant ethical
professional judgment and maintain professional skepticism requirements regarding independence, and to communicate
throughout the audit. We also: with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
1. Identify and assess the risks of material misstatement where applicable, related safeguards.
of the Standalone Financial Statements, whether due
to fraud or error, design and perform audit procedures OTHER MATTER
responsive to those risks, and obtain audit evidence that
The Standalone Financial Statements for the comparative
is sufficient and appropriate to provide a basis for our
period i.e., year ended March 31, 2022 included in the
opinion. The risk of not detecting a material misstatement
enclosed Standalone Financial Statements, are based on the
resulting from fraud is higher than for one resulting from
financial statements for the year ended March 31, 2022 which
error, as fraud may involve collusion, forgery, intentional
were audited by the predecessor auditor M/s. N.S. Shetty &
omissions, misrepresentations, or the override of internal
Co., Chartered Accountants, vide their unmodified report dated
control.
May 14, 2022.
2. Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that REPORT ON OTHER LEGAL AND
are appropriate in the circumstances. Under section REGULATORY REQUIREMENTS
143(3)(i) of the Act, we are also responsible for 1. As required by the Companies (Auditor’s Report) Order,
expressing our opinion on whether the Company has 2020 (“the Order”), issued by the Central Government of
adequate internal financial controls system in place India in terms of sub-section (11) of section 143 of the
and the operating effectiveness of such controls. Companies Act, 2013, we give in the attached “Annexure
A” a statement on the matters specified in paragraphs 3
3. Evaluate the appropriateness of accounting policies used and 4 of the Order, to the extent applicable.
and the reasonableness of accounting estimates and
related disclosures made by management. 2. As required by Section 143(3) of the Act, we report that:
4. Conclude on the appropriateness of management’s use of a. We have sought and obtained all the information and
the going concern basis of accounting and, based on the explanations which to the best of our knowledge and
audit evidence obtained, whether a material uncertainty belief were necessary for the purposes of our audit.
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue b. In our opinion, proper books of account as required
as a going concern. If we conclude that a material by law have been kept by the Company so far as it
uncertainty exists, we are required to draw attention appears from our examination of those books.
in our auditor’s report to the related disclosures in the
Standalone Financial Statements or, if such disclosures c. The Balance Sheet, the Statement of Profit and Loss
are inadequate, to modify our opinion. Our conclusions (including Other Comprehensive Income), Statement
are based on the audit evidence obtained up to the date of of Changes in Equity and the Statement of Cash Flow
our auditor’s report. However, future events or conditions dealt with by this Report are in agreement with the
may cause the Company to cease to continue as a going books of account.
concern.
d. In our opinion, the aforesaid Standalone Financial
5. Evaluate the overall presentation, structure and content Statements comply with the Accounting Standards
of the Standalone Financial Statements, including the specified under Section 133 of the Act, read with Rule
disclosures, and whether the Standalone Financial 7 of the Companies (Accounts) Rules, 2014.
Statements represent the underlying transactions and
events in a manner that achieves fair presentation. e. On the basis of the written representations received
from the directors as on March 31, 2023, taken
Materiality is the magnitude of misstatements in the Standalone on record by the Board of Directors, none of the
Financial Statements that, individually or in aggregate, make directors is disqualified as on March 31, 2023, from
it probable that the economic decisions of a reasonably being appointed as a director in terms of Section
knowledgeable user of the Standalone Financial Statements 164(2) of the Act.
may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work f. With respect to the adequacy of the internal financial
and in evaluating the results of our work; and (ii) to evaluate controls with reference to Standalone Financial
the effect of any identified misstatements in the Standalone Statements of the Company and the operating
Financial Statements. effectiveness of such controls, refer to our separate
Report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating

134
effectiveness of the Company’s internal financial b. The management has represented that,
controls with reference to Standalone Financial to the best of its knowledge and belief, no
Statements. funds have been received by the Company
from any person(s) or entity(ies) including
g. With respect to the other matters to be included in the foreign entities (“Funding Parties”), with
Auditor’s Report in accordance with the requirements the understanding, whether recorded in
of section 197(16) of the Act, as amended: writing or otherwise, that the Company
shall, whether, directly or indirectly lend
In our opinion and to the best of our information or invest in other persons or entities
and according to the explanations given to us, the identified in any manner whatsoever by or
remuneration paid by the Company to its directors on behalf of the Funding Party (“Ultimate
during the year is in accordance with the provisions Beneficiaries”) or provide any guarantee,
of Section 197 of the Act. security or the like on behalf of the Ultimate
Beneficiaries.
h. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of c. Based on such audit procedures
the Companies (Audit and Auditors) Rules, 2014, considered reasonable and appropriate in
as amended, in our opinion and to the best of our the circumstances, nothing has come to
information and according to the explanations given our notice that has caused us to believe
to us: that the representations under sub-clause
(iv)(a) and (iv)(b) above contain any
i. The Company has disclosed the impact of material misstatement.
pending litigations on its financial position in its
Standalone Financial Statements - Refer Note v. In the matter of dividend proposed, declared
33 to the Standalone Financials Statements. and paid during the year:
ii. The Company did not have any long-term a. The final dividend proposed in the previous
contracts including derivative contracts for year, declared and paid by the Company
which there were material foreseeable losses. during the year, is in accordance with
Section 123 of the Act.
iii. There were no amounts which were required
to be transferred to the Investor Education and b. As stated in note no 44 to the Standalone
Protection Fund by the Company. Financial Statements, the Board of
Directors of the Company have proposed
iv. final dividend for the year which is subject
a. The management has represented that, to the approval of the members at the
to the best of their knowledge and belief, ensuing Annual General Meeting. The
no funds have been advanced or loaned amount of the dividend proposed is in
or invested (either from borrowed funds accordance with section 123 of the Act.
or share premium or any other sources or
kind of funds) by the Company to or in any vi. The proviso to Rule 3(1) of The Companies
other person(s) or entity(ies), including (Accounts) Rules, 2014 for maintaining books of
foreign entities (“intermediaries”) with the account using accounting software which has a
understanding whether recorded in writing feature of recording audit trail (edit log) facility
or otherwise, that the intermediary shall, is applicable with effect from April 01, 2023,
whether directly or indirectly lend or invest and accordingly, reporting under Rule 11(g) of
in other persons or entities identified in Companies (Audit and Auditors) Rules, 2014
any manner whatsoever by or on behalf of is not applicable for the financial year ended
the Company (“Ultimate Beneficiaries”) or March 31, 2023.
provide any guarantee, security, or the like
on behalf of the Ultimate Beneficiaries.
For Natvarlal Vepari & Co.

Chartered Accountants
Firm Registration No.: 106971W
N Jayendran
Partner
Membership No.: 040441
UDIN:
Date: May 30, 2023

Place: Mumbai

Annexure - A
To The Independent Auditors’ Report
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements’ section of our report to the Members of
Heranba Industries Limited of even date)
To the best of our knowledge and information, audit procedures d. The Company has not revalued its Property, Plant and
followed by us, according to the information provided to us by Equipment or intangible assets or both during the year.
the Company and the examination of the books of account and
records in the normal course of audit, we state that: e. There is no proceedings initiated during the year or are
pending against the Company as at March 31, 2023,
(i) a. (A) The Company has maintained proper records for holding any benami property under the Benami
showing full particulars including quantitative details Transactions (Prohibition) Act, 1988 (45 of 1988) and
and situation of its Property, Plant and Equipment rules made thereunder.
including right of use assets and non-current asset
held for sale. (ii) a. The management has conducted physical verification of
inventory at reasonable intervals during the year. On the
(B) There are no intangible assets and hence this clause basis of examination of records, we are of the opinion
is not applicable to the Company. that the coverage and procedure of such verification is
appropriate and that no discrepancies of 10% or more in
b. Property, Plant and Equipment have been physically the aggregate for each class of inventory were noticed
verified by the management at reasonable intervals on such verification. The discrepancies wherever noted
and no material discrepancies were noticed on such have been properly dealt with in the books of account of
verification. the Company.
c. We have verified the title deeds of all the immovable b. The Company has been sanctioned working capital
properties (other than properties where the Company limits in excess of five crore rupees, in aggregate, from
is the lessee, and the lease agreements are duly banks on the basis of security of current assets. The
executed in favour of the lessee) disclosed in the quarterly returns or statements have been filed by the
Standalone Financial Statements and based on such Company. We draw attention to Statement 1 attached to
verification we confirm that the same are held in the the Standalone Financial Statements stating reasons for
name of the Company. which quarterly statement filed with banks are not in line
with the books of account of the Company.
(iii) a. The Company has made investments in the companies. The Company has also provided unsecured loans to companies,
details of which are given hereunder.
(` in crore)
Particulars Guarantee Security Loans Advances in
the Nature
of Loans
Aggregate amount granted/provided during - - 53.19 -
the year
- Subsidiaries - - 53.19 -
- Joint Ventures - - - -
- Associates - - - -
- Others - - - -
Balance outstanding as at balance sheet
date in respect of such cases
- Subsidiaries - - 53.19 -
- Joint Ventures - - - -
- Associates - - - -
- Others - - - -

136
b. The investments made, and the terms and conditions Companies Act, 2013 and rules framed thereunder. As
of the grant of loans d to the wholly owned subsidiaries informed to us, there is no order that has been passed by
of the Company are prima facie, not prejudicial to the Company Law Board or National Company Law Tribunal
Company’s interest. or Reserve Bank of India or any Court or any other tribunal
in respect of the said sections.
c. In respect of loans and advances in the nature
of loans, granted by the Company the schedule (vi) The maintenance of the cost records under the sub-
of repayment of principal and interest have been section (1) of section 148 of the Act has been prescribed
stipulated. No repayments were due during the year. and we are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained.
d. There is no overdue amount in respect of loans given. We have not, however, carried out a detailed examination
of the records to ascertain whether they are accurate or
e. There has been no loan or advance in the nature of complete.
loan granted which has fallen due during the year
and, has been renewed or extended or fresh loans (vii) a. The Company has been generally regular in depositing
granted to settle the overdue of existing loans given undisputed statutory dues including Goods and Services
to the same parties. Act, Provident fund, Employees State Insurance,
Income Tax, Sales Tax, Service Tax, duty of Customs,
f. The Company has not granted any loans or advances duty of Excise, Value Added Tax, Cess and other
in the nature of loans either repayable on demand or statutory dues with the appropriate authorities during
without specifying any terms or period of repayment. the year. According to the information and explanations
given to us, no undisputed amount is payable in respect
(iv) The Company has complied with the provisions of section of the aforesaid dues were outstanding as at March 31,
185 and 186 of the Act with respect of loans granted, 2023, for a period of more than six months from the
investments made, guarantees and security provided. date they became payable except liability of provident
fund amounting to ₹ 0.01 crore, which is not paid due to
(v) The Company has not accepted deposits from the public Universal Account Number (UAN) not linked to Aadhar
or amounts that are deemed to be deposits pursuant to on EPFO portal.
sections 73 to 76 or any other relevant provisions of the
b. There are no statutory dues referred to in sub-clause (a) which have not been deposited on account of any dispute except
given below:
Name of statute Nature of dues Amount Period to Forum where

(In crore) which the dispute
amount relates is pending
Excise Duty/Custom Duty Excise Duty/Custom Duty 13.43 from 2010-11 Appeal filed
Demands incl. Interest to 2014-15 to CESTAT
and Penalty
Excise Duty/Custom Duty Excise Duty/Custom 0.06 2012-13 Division officer
Duty Demands
Excise Duty/Custom Duty Excise Duty/Custom 10.00 Various years Write
Duty Demands petition filed
Goods & Service Tax GST Tran 1 0.36 GST Tran 1 Division officer
Income tax Income Tax and Interest 4.69 AY 2018-19 CIT Appeal
VAT UP VAT Liability 0.45 FY 2014-15 Add. Comm
- Appeals
VAT UP VAT Liability 0.16 FY 2013-14 Add. Comm
- Appeals
Total 30.67

(viii) There are no transactions that were not recorded in the (xvi) a. The nature of business and the activities of the
books of account, and which has been surrendered or Company are such that the Company is not required to
disclosed as income during the year in the tax assessments obtain registration under section 45-IA of the Reserve
under the Income Tax Act, 1961 (43 of 1961). Bank of India Act 1934 and hence sub-clause 3(xvi)
(a), 3(xvi)(b), 3(xvi)(c) and 3(xvi)(d) of the Companies
(ix) a. The Company has not delayed or defaulted in (Auditors Report) Order, 2020 is not applicable to the
repayment of loans or other borrowings or in the Company.
payment of interest thereon to any lender.
b. There are no core investment companies within the
b. The Company has not been declared wilful defaulter Group (as defined in the Core Investment Companies
by any bank or financial institution or government or (Reserve Bank) Directions, 2016).
any government authority.
(xvii) The Company has not incurred cash losses during the
c. The Company has not taken any term loans during current financial year and in the immediately preceding
the year. financial year.
d. No funds raised on short-term basis have been used
(xviii) There has been no resignation of the statutory auditors
for long-term purposes by the Company.
during the year and accordingly clause (3)(xviii) of
e. The Company has not taken any funds from any entity the Companies (Auditors Report) Order 2020 is not
or person on account of or to meet the obligations of applicable to the Company.
its subsidiaries.
(xix) On the basis of the financial ratios, ageing and expected
f. The Company has not raised loans during the year on dates of realization of financial assets and payment of
the pledge of securities held in its subsidiaries . financial liabilities, other information accompanying the
financial statements, our knowledge of the Board of Directors
(x) a. The Company has not raised any money by way of and management plans and based on our examination of
initial public offer or further public offer (including debt the evidence supporting the assumptions, nothing has come
instruments) during the year. to our attention, which causes us to believe that any material
uncertainty exists as on the date of the audit report that the
b. The Company has not made any preferential Company is not capable of meeting its liabilities existing at
allotment or private placement of shares or convertible the date of balance sheet as and when they fall due within
debenture fully or partly or optionally convertible a period of one year from the balance sheet date. We,
debentures during the year under audit. however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting
(xi) a. No fraud by the Company or any fraud on the Company
is based on the facts up to the date of the audit report and
has been noticed or reported during the year.
we neither give any guarantee nor any assurance that all
b. No report under sub-section (12) of section 143 of the liabilities falling due within a period of one year from the
Companies Act has been filed by us in Form ADT-4 balance sheet date, will get discharged by the Company as
as prescribed under rule 13 of Companies (Audit and and when they fall due.
Auditors) Rules, 2014 with the Central Government
(xx) a. In respect of other than ongoing projects, the Company
and hence clause 3(xi)(b) of the Companies (Auditors
did not have to transfer any unspent amount to a Fund
Report) Order 2020 is not applicable to the Company.
specified in Schedule VII to the Companies Act, 2013.
c. No whistle-blower complaints have been received
b. There are no ongoing projects, and accordingly clause
during the year by the Company. .
(3)(xx)(b) of the Companies (Auditors Report) Order
(xii) The Company is not a Nidhi Company and hence clauses 2020 is not applicable to the Company.
3(xii)(a), 3(xii) (b) and 3(xii)(c) of the Companies (Auditors
Report) Order 2020 is not applicable to the Company.
(xiii) All transactions with the related parties are in compliance

with sections 177 and 188 of the Companies Act, 2013
in so far as our examination of the proceedings of the
meetings of the Audit Committee and Board of Directors are
concerned. The details of related party transactions have
been disclosed in the Standalone Financial Statements as
required by the applicable Accounting Standards.
N Jayendran
(xiv) a. The Company has an internal audit system Partner
commensurate with the size and nature of its business. Membership No.: 040441
UDIN:
b. We have considered the internal audit reports of the
Company issued during the year and till date, for the Date: May 30, 2023
period under audit. Place: Mumbai
(xv) The Company has not entered into any non-cash
transactions with its directors or persons connected with
its directors.

138
Annexure - B
To The Independent Auditors’ Report
Report on the Internal Financial Controls with reference to Standalone Financial Statements under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls with reference to Standalone Financial Statements of Heranba Industries Limited
(“the Company”) as of March 31, 2023, in conjunction with our audit of the Standalone Financial Statements of the Company for
the year ended on that date.
MANAGEMENT’S RESPONSIBILITY FOR including the assessment of the risks of material misstatement
INTERNAL FINANCIAL CONTROLS of the Standalone Financial Statements, whether due to fraud
or error.
The Company’s management is responsible for establishing
and maintaining internal financial controls based on the internal
We believe that the audit evidence we have obtained is
control with reference to Standalone Financial Statements
sufficient and appropriate to provide a basis for our audit
criteria established by the Company considering the essential
opinion on the Company’s internal financial controls system
components of internal control stated in the Guidance Note on
with reference to Standalone Financial Statements.
Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (‘ICAI’).
These responsibilities include the design, implementation and MEANING OF INTERNAL FINANCIAL
maintenance of adequate internal financial controls that were CONTROLS WITH REFERENCE TO
operating effectively for ensuring the orderly and efficient STANDALONE FINANCIAL STATEMENTS
conduct of its business, including adherence to Company’s A Company’s internal financial control with reference to
policies, the safeguarding of its assets, the prevention and Standalone Financial Statements is a process designed to
detection of frauds and errors, the accuracy and completeness provide reasonable assurance regarding the reliability of
of the accounting records, and the timely preparation of reliable financial reporting and the preparation of Standalone Financial
financial information, as required under the Act. Statements for external purposes in accordance with generally
accepted accounting principles. A Company’s internal financial
AUDITORS’ RESPONSIBILITY control with reference to Standalone Financial Statements
Our responsibility is to express an opinion on the Company’s includes those policies and procedures that (1) pertain to the
internal financial controls with reference to Standalone maintenance of records that, in reasonable detail, accurately
Financial Statements based on our audit. We conducted our and fairly reflect the transactions and dispositions of the
audit in accordance with the Guidance Note on Audit of Internal assets of the Company; (2) provide reasonable assurance that
Financial Controls over Financial Reporting (the “Guidance transactions are recorded as necessary to permit preparation
Note”) and the Standards on Auditing, issued by ICAI and of Standalone Financial Statements in accordance with
deemed to be prescribed under section 143(10) of the Act, to generally accepted accounting principles, and that receipts
the extent applicable to an audit of internal financial controls, and expenditures of the Company are being made only in
both applicable to an audit of Internal Financial Controls and, accordance with authorisations of management and directors of
both issued by the Institute of Chartered Accountants of India. the Company; and (3) provide reasonable assurance regarding
Those Standards and the Guidance Note require that we prevention or timely detection of unauthorised acquisition,
comply with ethical requirements and plan and perform the use, or disposition of the Company’s assets that could have a
audit to obtain reasonable assurance about whether adequate material effect on the Standalone Financial Statements.
internal financial controls with reference to Standalone
Financial Statements was established and maintained and if INHERENT LIMITATIONS OF INTERNAL
such controls operated effectively in all material respects. FINANCIAL CONTROLS WITH REFERENCE TO
STANDALONE FINANCIAL STATEMENTS.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial controls Because of the inherent limitations of internal financial controls
system with reference to Standalone Financial Statements with reference to Standalone Financial Statements, including
and their operating effectiveness. Our audit of internal the possibility of collusion or improper management override
financial controls with reference to Standalone Financial of controls, material misstatements due to error or fraud may
Statements included obtaining an understanding of internal occur and not be detected. Also, projections of any evaluation
financial controls with reference to Standalone Financial of the internal financial controls with reference to Standalone
Statements, assessing the risk that a material weakness Financial Statements to future periods are subject to the risk
exists, and testing and evaluating the design and operating that the internal financial control with reference to Standalone
effectiveness of internal control based on the assessed risk. Financial Statements may become inadequate because of
The procedures selected depend on the auditor’s judgment, changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.

OPINION
In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to
Standalone Financial Statements and such internal financial controls with reference to Standalone Financial Statements were
operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the ICAI.

N Jayendran
Partner
UDIN:
Date: May 30, 2023

Place: Mumbai

140
Standalone Balance Sheet

As at March 31, 2023
(` in crore)
Particulars Note No. As at As at
March 31, 2023 March 31, 2022
Assets
Non-Current Assets
(A) Property, Plant And Equipment 2 185.99 193.42
(B) Capital Work-In-Progress 2 42.04 14.23
(C) Financial Assets
(i) Investments 3 0.92 2.13
(ii) Loans 4 53.19 -
(iii) Other Financial Assets 5 5.81 8.07
(D) Deferred Tax Assets (Net) 6 7.09 2.81
(E) Other Non-Current Assets 7 6.78 7.25
Total Non-Current Assets 301.82 227.91
Current Assets
(A) Inventories 8 297.16 255.74
(B) Financial Assets
(i) Investments 3 - -
(ii) Trade Receivables 9 387.59 446.87
(iii) Cash And Cash Equivalents 10 99.26 94.90
(iv) Bank Balances Other Than (Ii) Above 11 19.37 28.26
(v) Other Financial Assets 5 2.86 2.55
(C) Other Current Assets 7 29.34 51.68
Total Current Assets 835.58 880.00
Non-Current Assets Held For Sale 2 21.90 -
Total Assets 1,159.30 1,107.91
Equity And Liabilities
Equity
(A) Equity Share Capital 12 40.01 40.01
(B) Other Equity 13 776.10 674.44
Total Equity 816.11 714.45
Liabilities
Non-Current Liabilities
(A) Financial Liabilities
(i) Long Term Borrowings - -
(ii) Lease Liabilities 14 3.51 0.63
(iii) Other Financial Liabilities 15 - -
(B) Provisions 16 8.94 7.86
Total Non-Current Liabilities 12.45 8.49
Current Liabilities
(i) Short Term Borrowings 17 89.01 89.56
(ii) Lease Liabilities 14 0.48 1.00
(iii) Trade Payables 18
- Dues Of Micro And Small Enterprise 14.47 9.55
- Dues Of Other Than Micro And Small Enterprise 172.12 236.29
(iv) Other Financial Liabilities 15 37.54 28.50
(B) Other Current Liabilities 19 7.70 13.67
(C) Provisions 16 1.63 2.39
(D) Current Tax Liabilities (Net) 20 7.79 4.01
Total Current Liabilities 330.74 384.97
Total Liabilities 343.19 393.46
Total Equity And Liabilities 1,159.30 1,107.91
The Accompanying Notes Are An Integral Part Of The Financial Statements.
As per our report of even date attached For & on behalf of the Board of Directors
For Natvarlal Vepari & Co. Heranba Industries Limited
N Jayendran S. K. Shetty R. K. Shetty

Partner Chairman Managing Director
Membership No.: 040441 DIN: 00038681 DIN: 00038703
Date: May 30, 2023 Abdul Latif Raj K Bafna

Place: Mumbai Company Secretary Chief Financial Officer

Standalone Statement of Profit and Loss

For the year ended March 31, 2023
(` in crore)
Particulars Note No. For the year For the year
2022-23 2021-22
I INCOME
Revenue from Operations 21 1,324.38 1,450.37
Other Income 22 13.58 19.35
TOTAL INCOME 1,337.96 1,469.72
II EXPENSES
Cost of materials consumed 23 907.99 1,003.02
Purchase of stock in trade 7.09 0.42
Changes in Inventories of Finished Goods, Work-in-Progress 24 (26.89) (72.83)
and Stock in Trade
Employee Benefit Expenses 25 64.42 58.37
Finance Costs 26 7.91 4.07
Depreciation and Amortisation Expenses 27 22.59 19.78
Other Expenses 28 210.71 201.64
TOTAL EXPENSES 1,193.82 1,214.47
III Profit before Tax 144.14 255.25
IV Tax Expense 29
(a) Current Tax 38.86 67.80
(b) (Excess)/Short provision for taxation in respect of (0.49) -
earlier years
(c) Deferred tax charge/(credit) (4.34) (1.61)
34.03 66.19
V Profit for the year 110.11 189.06
VI OTHER COMPREHENSIVE INCOME
Items that will not be reclassified to profit or loss
- Remeasurement Gain/(Loss) on Defined benefit plan 0.14 (0.25)
- Taxes thereon (0.03) 0.06
Items that will be reclassified to profit or loss
- Fair Value of Investment - 0.10
- Time value of derivatives designated as cash flow hedges 0.11 0.04
- Taxes thereon (0.03) 0.11
VII Total other Comprehensive Income 0.19 0.06
VIII Total Comprehensive Income for the year 110.30 189.12
Earning per share (Basic and diluted) 30 27.52 47.25
The accompanying notes are an integral part of the financial statements.



142
Standalone Cash Flow Statement

(` in crore)
Particulars For the year For the year
2022-23 2021-22
A CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) before tax 144.14 255.25
Adjustments for:
Depreciation/Amortisation/Impairment of Property, Plant and Equipments 22.59 19.78
Dividend Income (0.00) (0.00)
Interest Income (4.20) (1.81)
Interest Expenses 7.91 4.07
Provision for Doubtful Receivables/Advances/Sundry balances written off (0.96) 5.34
Fair value of Investment 0.00 (0.00)
(Profit)/Loss on sale of Property, Plant and Equipments (Net) (0.06) (0.02)
Loss on Assets discard - 0.27
(Profit)/Loss on sale of Investments (Net) (0.64) (0.17)
Unrealised foreign exchange (gain)/loss (Net) (4.19) (0.71)
Sundry Balances Written back (1.62) -
Remeasurement of the net defined benefit liability 0.14 (0.25)
Operating Profit/(Loss) before changes in working capital 163.11 281.75
Adjustment for (Increase)/Decrease in Operating Assets
Adjustments for decrease/(increase) in inventories (41.42) (89.75)
Adjustments for decrease/(increase) in trade receivables, current 68.90 (70.60)
Adjustments for decrease/(increase) in other current assets 22.34 9.20
Adjustments for other financial assets, non-current 2.26 (0.75)
Adjustments for other financial assets, current (0.27) (0.04)
Adjustment for Increase/(Decrease) in Operating Liabilities
Adjustments for increase/(decrease) in trade payables, current (60.70) 46.87
Adjustments for increase/(decrease) in other current liabilities (5.98) 4.12
Adjustments for provisions, current (0.76) 0.09
Adjustments for provisions, non-current 1.08 0.80
Adjustments for other financial liabilities, current 8.97 (11.06)
Adjustments for other financial liabilities, non-current - 0.39
Changes in working capital (5.58) (110.73)
Cash flow from operations after changes in working capital
Net Direct Taxes (Paid)/Refunded (35.02) (72.91)
Net Cash Flow from/(used in) Operating Activities 122.50 98.11
B CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sales of property, plant and equipment 0.09 0.04
Purchase of property, plant and equipment (61.31) (80.56)
Purchase of investment (0.74) -
Investment in Subsidiary (0.15) -
Proceeds from sales of Investment 2.08 8.23
Loan given to Subsidiary (53.19) -
Dividends received 0.00 -
Interest received 4.27 1.91
Investment in Bank Deposit 8.89 (11.34)
Net Cash Flow from/(used in) Investing Activities (100.06) (81.72)
C CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds from short term borrowings (1.95) 0.97
Payments of finance lease liabilities (1.48) (2.92)
Dividends paid (8.00) (2.80)
Interest paid (6.65) (1.52)
Net Cash Flow from/(used in) Financing Activities (18.08) (6.27)
Net Increase/(Decrease) in Cash and Cash Equivalents 4.36 10.12
Cash & Cash Equivalents at beginning of period (see Note 1) 94.90 84.78
Cash and Cash Equivalents at end of period (see Note 1) 99.26 94.90

NOTES:
(` in crore)
2022-23 2021-22
1 Cash and Cash equivalents comprises of:
Cash on Hands 0.13 0.09
Balance with Banks 53.94 22.26
Restricted cash and cash equivalents - -
In deposit with maturity of less than three months 45.19 72.55
Cash and Cash equivalents 99.26 94.90
2 Figures of the previous year have been regrouped/reclassified wherever necessary.
3 The cash flow statement has been prepared under the indirect method as set out in Indian Accounting Standards (Ind AS) 7,
‘Statement of Cash Flows’.



144
Statement of Standalone Changes in Equity

A. EQUITY SHARE CAPITAL

Particulars As at March 31, 2023 As at March 31, 2022
Number Face value (₹ In crore) Number Face value (₹ In crore)
of shares (₹ per share) of shares (₹ per share)
Opening balance 4,00,13,467 10.00 40.01 4,00,13,467 10.00 40.01
Changes due to prior period errors - - - - - -
Restated balance at the beginning of the current reporting period 4,00,13,467 10.00 40.01 4,00,13,467 10.00 40.01
Changes during the current year - - - - - -
Balance at the end 4,00,13,467 10.00 40.01 4,00,13,467 10.00 40.01
B. OTHER EQUITY
(` in crore)
Reserves and Surplus Other Comprehensive Income Total
Securities Capital General Retained Debts Effective Remeasurement of
Premium Redemption reserve Earnings Instruments portion of net defined
reserve Reserve through Other Flow Hedges benefit (Net of Tax)
Comprehensive (Net of Tax)
Income
(Net of Tax)
Balance at April 01, 2021 58.18 0.25 40.75 388.76 0.43 (0.14) (0.11) 488.12
Profit for the year - - - 189.06 - - - 189.06
Items of Other Comprehensive Income: - - - - 0.20 - - 0.20
Fair Valuation of investment
Items of Other Comprehensive Income: - - - - - - (0.19) (0.19)
Remeasurement of net defined benefit
Time value of derivatives designated as - - - - - 0.05 - 0.05
cash flow hedges
Transfer (to)/from General Reserve - - 6.00 (6.00) - - - -
Dividend Paid and Tax thereon - - - (2.80) - - - (2.80)
Balance at March 31, 2022 58.18 0.25 46.75 569.02 0.63 (0.09) (0.30) 674.44
Less: Classified to Profit and Loss on realisation - - - - (0.63) (0.63)
Items of other Comprehensive Income: - - - - - - 0.10 0.10
Time value of derivatives designated as cash - - - - - 0.08 - 0.08
flow hedges
(` in crore)
Securities Capital General Retained Debts Effective Remeasurement of
Premium Redemption reserve Earnings Instruments portion of net defined
reserve Reserve through Other Flow Hedges benefit (Net of Tax)
Comprehensive (Net of Tax)
Income
(Net of Tax)
Balance at March 31, 2023 58.18 0.25 46.75 671.13 - (0.01) (0.20) 776.10
Strategic Review


Statutory Reports
Financial Statements
145

146
Notes to the Standalone Financial Statements

A. COMPANY OVERVIEW expenses, assets and liabilities, and the accompanying

HERANBA INDUSTRIES LIMITED is a public limited Company notes thereon. Uncertainty about these assumptions and
domiciled in India, incorporated in 1992 under the Companies estimates could result in outcomes that might require a
Act, 1956. The Company is principally engaged in the business material adjustment to the carrying amount of assets or
of manufacturing and sale of Agro chemical products. The liabilities in future periods.
registered office of the Company is located at Vapi, Gujarat.
• Estimates:
The Standalone Financial Statements are approved for issue The preparation of the financial statements in conformity
by the Company’s Board of Directors on May 30, 2023. with IND AS requires management to make estimates,
judgments and assumptions. These estimates, judgments
B. BASIS OF PREPARATION OF FINANCIAL and assumptions affect the application of accounting
policies and the reported amounts of assets and liabilities,
STATEMENTS the disclosures of contingent assets and liabilities at the
• The financial statements of the Company comprises date of financial statements and reported amounts of
the statement of assets and liabilities as at March 31, revenues and expenses during the period. Accounting
2023, the statement of profit and loss (including other estimates could change from period to period. Actual
comprehensive income), the statement of changes in results could differ from those estimates. Appropriate
equity, the statement of cash flow for the year ended changes in estimates are made as management becomes
March 31, 2023, the summary of statement of significant aware of circumstances surrounding the estimates.
accounting policies, and other explanatory information Changes in estimates are reflected in the financial
(collectively, the “Financial Statements”), as approved by statements in the period in which changes are made and
the Board of Directors of the Company at their meeting if material, their effects are disclosed in the notes to the
held on May 30, 2023. financial statements.
• These financial statements have been prepared in • Judgments:

accordance with the Companies (Indian Accounting
The Company’s management has made the following
Standards), Rules, 2015, as amended (referred to as “IND
judgments, which have the most significant effect on the
AS”) as prescribed under section 133 of the Companies
amounts recognised in the financial statements, while
Act, 2013.
formulating the Company’s accounting policies:
• These financial statements are prepared under the
a. Defined benefit plans (gratuity benefits):
historical cost convention on the accrual basis except for
certain financial instruments, which are measured at fair The cost of the defined benefit gratuity plan and
values, which are disclosed in the financial statements. the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial
• The classification of assets and liabilities of the Company valuation involves making various assumptions that
is done into current and non-current based on the may differ from actual developments in the future.
operating cycle of the business of the Company. The These include the determination of the discount
operating cycle of the business of the Company is less rate; future salary increases and mortality rates.
than 12 months and therefore all current and non-current Due to the complexities involved in the valuation and
classifications are done based on the status of reliability its long-term nature, a defined benefit obligation is
and expected settlement of the respective asset and highly sensitive to changes in these assumptions. All
liability within a period of 12 months from the reporting assumptions are reviewed at each reporting date.
date as required by Schedule III to the Companies Act,
2013. Discount rate: The said parameter is subject to
change. In determining the appropriate discount
• Accounting policies have been consistently applied except rate (for plans operating in India), the management
where newly issued India accounting standard is initially considers the interest rates of government bonds
adopted or a revision to an existing accounting standard in currencies which are consistent with the post-
requires a change in the accounting policy hitherto in use. employment benefit obligation. The underlying
bonds are reviewed periodically for quality. Those
• The financial statements are presented in Indian Rupees having excessive credit spreads are excluded from
(‘INR’) and all values are rounded to the nearest crore, the analysis since they do not represent high quality
except otherwise indicated. corporate bonds.
Mortality rate: It is based on publicly available

C. SIGNIFICANT ACCOUNTING JUDGMENTS,
mortality tables. Those mortality tables tend to
ESTIMATES AND ASSUMPTIONS. change at an interval in response to demographic
• The preparation of financial statements requires changes. Prospective increase in salary and gratuity
management’s judgments, estimates and assumptions are based on expected future inflation rates.
that impacts the reported amounts of revenues,

b. Useful lives of property, plant and equipment: Companies (Indian Accounting Standards) Rules, 2015
by issuing the Companies (Indian Accounting Standards)
The Company reviews the useful life of property,
Amendment Rules, 2023, applicable from April 01, 2023,
plant and equipment at the end of each reporting
as below:
period. This reassessment may result in change in
depreciation expense in future periods.
a. Ind AS 1 - Presentation of Financial Statements
c. Impairment of property, plant and equipment: The amendments require companies to disclose their
material accounting policies rather than their significant
For property, plant and equipment and intangibles,
accounting policies. Accounting policy information,
an assessment is made at each reporting date to
together with other information, is material when it can
determine whether there is an indication that the
reasonably be expected to influence decisions of primary
carrying amount may not be recoverable or previously
users of general-purpose financial statements. The
recognised impairment losses no longer exist or have
Company does not expect this amendment to have any
decreased. If such indication exists, the Company
significant impact in its financial statements.
estimates the assets or CGU’s recoverable amount.
A previously recognised impairment loss is reversed
b. Ind AS 12 - Income Taxes
only if there has been a change in the assumptions
used to determine the asset’s recoverable amount The amendments clarify how companies account
since the last impairment loss was recognised. for deferred tax on transactions such as leases and
decommissioning obligations. The amendments narrowed
d. Impairment of investment in subsidiaries and the scope of the recognition exemption in paragraphs 15
investments: and 24 of Ind AS 12 (recognition exemption) so that it no
longer applies to transactions that, on initial recognition,
For determining whether the investments in
give rise to equal taxable and deductible temporary
subsidiaries, joint ventures and associates as well as
differences. The Company is evaluating the impact, if any,
other investments are impaired requires an estimate
in its financial statements.
in the value in use of investments. In considering the
value in use, the Company has estimated the future
c. Ind AS 8 - Accounting Policies, Changes in Accounting
cash flow, capacity utilization, operating margins and
Estimates and Errors
other factors of the underlying businesses/operations
of the investee companies. Any subsequent changes The amendments will help entities to distinguish between
to the cash flows due to changes in the above- accounting policies and accounting estimates. The
mentioned factors could impact the carrying value of definition of a change in accounting estimates has been
investments. replaced with a definition of accounting estimates. Under
the new definition, accounting estimates are “monetary
e. Inventories: amounts in financial statements that are subject to
measurement uncertainty” Entities develop accounting
The Company estimates the net realisable value
estimates if accounting policies require items in financial
(NRV) of its inventories by taking into account
statements to be measured in a way that involves
estimated selling price, estimated cost of completion,
measurement uncertainty. The Company does not expect
estimated costs necessary to make the sale,
this amendment to have any significant impact in its
obsolescence considering the past trend. Inventories
financial statements.
are written down to NRV where such NRV is lower
than their cost.
E. SUMMARY OF SIGNIFICANT ACCOUNTING
f. Recognition and measurement of other provisions: POLICIES
The recognition and measurement of other provisions a) Revenue Recognition
is based on the assessment of the probability The Company recognizes revenue when control over the
of an outflow of resources, past experience and promised goods or services is transferred to the customer
circumstances known at the closing date. The actual at an amount that reflects the consideration to which the
outflow of resources at a future date may, therefore, Company expects to be entitled in exchange for those
vary from the amount included in other provisions. goods or services.
g. Leases: The specific recognition criteria described below must

also be met before revenue is recognised.
The Company evaluates if an arrangement qualifies
to be a lease as per the requirements of Ind AS A. Sale of goods
116. Identification of a lease requires significant
judgement. The Company uses significant judgement The Company recognises revenue generally at
in assessing the lease term (including anticipated the point in time when the products are delivered
renewals) and the applicable discount rate. to customer or when it is delivered to a carrier for
export sale, which is when the control over product
is transferred to the customer. In contracts where
D. RECENT PRONOUNCEMENTS freight is arranged by the Company and recovered
Ministry of corporate affairs (MCA) notifies new standard or from the customers, the same is treated as a separate
amendments to the existing standards under the Companies performance obligation and revenue is recognized
(Indian Accounting Standards) Rules as issued and amended when such freight services are rendered.
from time to time. On March 31, 2023, MCA amended the

148
Revenue is adjusted for variable consideration Office Equipment’s 5

such as discounts, rebates, refunds, credits, price
concessions, incentives, or other similar items in Plumbing and Piping 20-25
a contract when they are highly probable to be Electrical Installation 10
provided. The amount of revenue excludes any Factory Building 30
amount collected on behalf of third parties.
Non-Factory Buildings 60
B. Interest and dividend: Vehicles 8
Interest income including income arising on other Furniture and Fixture 10
instruments are recognised on time proportion basis
Leasehold Land Over Primary
using the effective interest rate method.
Lease period
Dividend income is recognized when the right to
The residual values, useful lives and methods of
receive dividend is established.
depreciation of property plant equipment are reviewed
at each financial year and adjusted prospectively, if
b) Export Benefits
appropriate.
The benefit accrued under the Duty Drawback,
Merchandise Export Incentive Scheme and other d) Financial Instruments
schemes as per the Import and Export Policy in respect
A financial instrument is any contract that gives rise to
of exports made under the said schemes is included
a financial asset of one entity and a financial liability or
as ‘Export Incentives’ under the head ‘Other operating
equity instrument of another entity.
revenue’.
A. Financial Assets
c) Property Plant and Equipment, Investment
Property and Depreciation/Amortisation i. Recognition and initial measurement
A. Items of Property, plant and equipment including Trade Receivables are initially recognised when
Capital-work in-progress are stated at cost, net they are originated. All other financial assets are
of accumulated depreciation and accumulated initially recognised when the Company becomes
impairment losses, if any. Cost comprises the party to the contractual provisions of the
purchase price and any attributable cost of bringing instrument. All financial assets other than those
the asset to its working condition for its intended use. measured subsequently at fair value through
Such cost includes the cost of replacing part of the profit and loss, are recognised initially at fair
plant and equipment and borrowing costs for long term value plus transaction costs that are attributable
construction projects if the recognition criteria are met. to the acquisition of the financial asset.
Subsequent expenditure related to an item of fixed
asset is added to its book value only if it increases ii. Classification and Subsequent measurement
the future benefits from the existing asset beyond its
previously assessed standard of performance. When For purposes of subsequent measurement,
significant parts of plant and equipment are required financial assets are classified in following
to be replaced at intervals, the Company depreciates categories:
them separately based on their specific useful lives. a) Financial Assets at Amortised Cost
All other repair and maintenance costs are recognized
in statement of profit or loss as incurred. On transition A financial asset is measured at amortised
to IND AS for the first time, the Company adopted the cost if it is held within a business model
deemed cost approach mentioned in IND AS 101 - whose objective is to hold the asset in
First time adoption in respect of its Property, Plant and order to collect contractual cash flows
Equipment. and the contractual terms of the financial
asset give rise on specified dates to cash
B. Depreciation is provided on written down value based flows that are solely payments of principal
on useful life of the assets as prescribed in Schedule and interest on the principal amount
II to the Companies Act, 2013. Depreciation on outstanding.
additions to assets or on sale/disposal of assets is
calculated pro-rata from the month of such addition, After initial measurement, such financial
or up to the month of such sale/disposal, as the case assets are subsequently measured at
may be. amortized cost using the Effective Interest
rate method (EIR). Amortized cost is
Asset Category Estimated useful life calculated by taking into account any
(in Years) discount or premium and fees or cost that
Plant & Machinery 20 are an integral part of the EIR.
Servers and networks 6 The EIR amortization is included in

Computer desktops 3 finance income in the statement of profit &
and laptops loss. The losses arising from impairment
Laboratory Equipment’s 10 are recognized in the statement of profit
and loss.

b) Financial Assets Measured at Fair Value On derecognition, any gains or losses on all
through Other Comprehensive Income debt instruments (other than debt instruments
(FVOCI) measured at FVOCI) and equity instruments
(measured at FVTPL) are recognised in the
Financial assets are measured at fair statement of Profit and Loss. Gains and losses
value through Other Comprehensive in respect of debt instrument measured at
Income (OCI) if these financial assets FVOCI and that are accumulated in OCI are
are held within a business model with an reclassified to Profit and Loss on de-recognition.
objective to hold these assets in order to Gains or losses on equity instruments measured
collect contractual cash flows or to sell at FVOCI that are recognised and accumulated
these financial assets and the contractual in OCI are not reclassified to Profit or Loss
terms of the financial asset give rise on on derecognition.
specified dates to cash flows that are
solely payments of principal and interest B. Financial Liabilities
on the principal amount outstanding.
Financial liabilities and equity instruments issued
by the Company are classified according to the
After initial recognition, these assets
substance of the contractual arrangements entered
are subsequently measured at Fair
into and the definitions of a financial liability and an
Value. Interest Income under Effective
equity instrument.
Interest method, foreign exchange gains
and losses and impairment losses are
i) Recognition and Initial Measurement
recognized in the statement of profit and
Loss. Other net gains and losses are Financial liabilities are initially recognized when
recognized in OCI. the Company becomes a party to the contractual
provisions of the instrument.
c) financial asset not measured at amortised
cost or at fair value through OCI is carried Financial Liability is initially measured at fair
at Fair Value through Profit and Loss. value plus, for an item not at fair value through
profit and loss, net of transaction costs that are
d) Equity Investments - All Equity investments directly attributable to its acquisition or issue.
within the scope of Ind AS 109 are
measured at Fair Value. Such equity ii) Classification and Subsequent Measurement
instruments which are held for trading are
The measurement of financial liabilities depends
classified as FVTPL. For all other such
on their classification, as described below:
equity instruments, the Company decides
to classify the same either as FVOCI
- Financial liabilities at fair value through Profit or
or FVTPL. The Company makes such
Loss (FVTPL)
election on an instrument-by-instrument
basis. The classification is made on initial
Financial liabilities at FVTPL include financial
recognition and is irrevocable.
liabilities held for trading and financial liabilities
designated upon initial recognition as at FVTPL.
For Equity instruments classified as
Financial Liabilities at FVTPL are measured at
FVOCI, all fair value changes in the
fair value and changes therein, including any
instrument excluding dividends are
interest expense, are recognised in Statement
recognized in OCI. Dividends on such
of Profit and Loss.
equity instruments are recognized in the
statement of Profit or loss.
- Financial liabilities at amortised cost
iii. De-recognition of Financial Assets
After initial recognition, financial liabilities other
A financial asset (or, where applicable, a part than those which are classified as FVTPL are
of a financial asset or part of a group of similar subsequently measured at amortised cost using
financial assets) is primarily derecognised when: the EIR method. Amortised cost is calculated by
taking into account any discount or premium on
- The rights to receive cash flows from the asset acquisition and fees or costs that are an integral
have expired, or part of the EIR. The EIR amortisation is included
as finance costs in the Statement of Profit and
The Company has transferred its rights to Loss.
receive cash flows from the asset or has
assumed an obligation to pay the received cash iii) De-recognition of Financial Liabilities
flows in full without material delay to a third party
Financial liabilities are de-recognised when the
under a ‘pass-through’ arrangement; and either
obligation specified in the contract is discharged,
(a) the Company has transferred substantially
cancelled or expired. When an existing financial
all the risks and rewards of the asset, or (b) the
liability is replaced by another from the same
Company has neither transferred nor retained
lender on substantially different terms, or the
substantially all the risks and rewards of the
terms of an existing liability are substantially
asset, but has transferred control of the asset.

150
modified, such an exchange or modification is flow hedging reserve till the period the hedge was
treated as de-recognition of the original liability effective remains in cash flow hedging reserve until
and recognition of a new liability. The difference the underlying transaction occurs. The cumulative
in the respective carrying amounts is recognised gain or loss previously recognised in the cash flow
in the Statement of Profit and Loss. hedging reserve is transferred to the Statement of
Profit and Loss upon the occurrence of the underlying
C. Offsetting Financial Instruments transaction. If the forecasted transaction is no longer
expected to occur, then the amount accumulated
Financial assets and liabilities are offset, and the
in cash flow hedging reserve is reclassified in the
net amount is reported in the Balance Sheet where
Statement of Profit and Loss.
there is a legally enforceable right to offset the
recognised amounts and there is an intention to
e) Impairment
settle on a net basis or realise the asset and settle
the liability simultaneously. a. financial assets
In accordance with Ind AS 109, the Company applies
The legally enforceable right must not be contingent Expected Credit Loss (ECL) model for measurement
on future events and must be enforceable in the and recognition of impairment loss on the financial
normal course of business and in the event of asset measured at amortized cost.
default, insolvency or bankruptcy of the Company or
the counterparty. Loss allowances on trade receivables are measured
following the ‘Simplified Approach’ at an amount
D. Derivative financial instruments and Hedge equal to the Lifetime ECL at each reporting date.
Accounting The Company uses a provision matrix to determine
impairment loss allowance on the portfolio of trade
Derivative financial instruments such as forward
receivables. The provision matrix is based on its
contracts to hedge its foreign currency risks are
historically observed default rates over the expected
initially recognised at fair value on the date a derivative
life of the trade receivable and is adjusted for
contract is entered into and are subsequently re-
forward looking estimates. At every reporting date,
measured at their fair value with changes in fair value
the historical observed default rates are updated
recognised in the Statement of Profit and Loss in
and changes in the forward-looking estimates
the period when they arise. Derivatives are carried
are analysed.
as Financial Assets when the fair value is positive
and as Financial Liabilities when the fair value is
In respect of other financial asset, the loss allowance
negative. Any gains or losses arising from changes
is measured at 12-month ECL only, if there is no
in the fair value of derivatives are taken directly to
significant deterioration in the credit risk since initial
Statement of Profit and Loss, except for the effective
recognition of an asset or asset is determined to have
portion of cash flow hedge which is recognised in
a low credit risk at the reporting date.
Other Comprehensive Income and later to Statement
of Profit and Loss when the hedged item affects
b. Impairment of Non-financial assets
profit or loss or is treated as basis adjustment if a
hedged forecast transaction subsequently results in The Company assesses at each reporting date,
the recognition of a Non-Financial Assets or Non- whether there is an indication that an asset may be
Financial liability. impaired. If any indication exists, or when annual
impairment testing for an asset is required, the
E. Cash Flow Hedge Company estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an
The Company designates derivative contracts or
asset’s fair value less costs of disposal and its value
non-derivative Financial Assets/Liabilities as hedging
in use. Recoverable amount is determined for an
instruments to mitigate the risk of movement in
individual asset, unless the asset does not generate
interest rates and foreign exchange rates for foreign
cash inflows that are largely independent of those
exchange exposure on highly probable future cash
from other assets or groups of assets. When the
flows attributable to a recognised asset or liability or
carrying amount of an asset exceeds its recoverable
forecast cash transactions.
amount, the asset is considered impaired and is
written down to its recoverable amount.
When a derivative is designated as a cash flow hedging
instrument, the effective portion of changes in the fair
In assessing value in use, the estimated future cash
value of the derivative is recognised in the cash flow
flows are discounted to their present value using a
hedging reserve being part of Other Comprehensive
pre-tax discount rate that reflects current market
Income. Any ineffective portion of changes in the fair
assessments of the time value of money and the
value of the derivative is recognised immediately
risks specific to the asset. In determining fair value
in the Statement of Profit and Loss. If the hedging
less costs of disposal, recent market transactions
relationship no longer meets the criteria for hedge
are taken into account. If no such transactions can
accounting, then hedge accounting is discontinued
be identified, an appropriate valuation model is used.
prospectively. If the hedging instrument expires or is
These calculations are corroborated by valuation
sold or terminated or exercised, the cumulative gain
multiples, quoted share prices for publicly traded
or loss on the hedging instrument recognised in cash
companies or other available fair value indicators.

c. Provisions g) Inventories
Provisions are recognised when the Company has a All inventories are stated at lower of ‘Cost and Net
present obligation (legal or constructive) as a result of Realizable Value’.
a past event, it is probable that an outflow of resources
A. Stores and spares, packing materials and raw
embodying economic benefits will be required to
materials are valued at lower of cost and net realisable
settle the obligation and a reliable estimate can be
value and for this purpose, cost is determined on
made of the amount of the obligation. The expense
First in First Out (FIFO) basis. Cost includes cost
relating to a provision is presented in the statement
of purchase and other costs incurred in bringing the
of profit and loss net of any reimbursement.
inventories to their present location and condition.
However, the aforesaid items are not valued below
If the effect of the time value of money is material,
cost if the finished products in which they are to be
provisions are discounted using a current pre-tax rate
incorporated are expected to be sold at or above
that reflects, when appropriate, the risks specific to
cost.
the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised
B. Finished products and Work in Progress are valued
as a finance cost.
at lower of cost and net realisable value and for this
purpose. Cost of finished goods and work in progress
Provisions are reviewed at each balance sheet date
includes direct materials, direct labour and an
and adjusted to reflect the current best estimates.
appropriate proportion of variable and fixed overhead
expenditure, the latter being allocated on the basis of
f) Taxation
normal operating capacity.
i. Current Tax
The tax currently payable is based on taxable profit C. Traded goods are valued at lower of cost and net
for the year. Taxable profit differs from ‘profit before realizable value. Cost is determined on a weighted
tax’ as reported in the statement of profit and loss average basis.
because of items of income or expense that are
taxable or deductible in other years and items that D. Net realisable value is the estimated selling price
are never taxable or deductible. The Company’s in the ordinary course of business, less estimated
current tax is calculated using rates that have been remaining costs of completion and the estimated
enacted or substantively enacted by the end of the costs necessary to make the sale.
reporting period.
h) Employee benefits
ii. Deferred Tax a) Defined Contribution Plan
Deferred tax is recognized on temporary differences The Company pays provident fund contributions to
between the carrying amounts of assets and liabilities publicly administered provident funds as per local
in the financial statements and the corresponding regulations. The Company has no further payment
tax bases used in the computation of taxable profit. obligations once the contributions have been paid.
Deferred tax liabilities are generally recognized for all The contributions are accounted for as define
taxable temporary differences. Deferred tax assets contribution plan and the contributions are recognised
are generally recognized for all deductible temporary as employee benefit expense when they are due.
differences to the extent that it is probable that
taxable profits will be available against which those b) Defined Benefit Plan
deductible temporary differences can be utilized. The liability or asset recognised in the Balance Sheet
in respect of defined benefit gratuity plans is the
The carrying amount of deferred tax asset is reviewed present value of the defined benefit obligation at the
at the end of each reporting period and reduced to end of the reporting period less the fair value of plan
the extent that it is no longer probable that sufficient assets. The defined benefit obligation is calculated
taxable profits will be available to allow all or part of annually by actuaries using the projected unit credit
the asset to be recovered. method.
Deferred tax liabilities and assets are measured at The present value of the defined benefit obligation
the tax rates that are expected to apply in the period denominated in ₹ is determined by discounting the
in which the liability is settled or the asset realized, estimated future cash outflows by reference to
based on tax rates (and tax laws) that have been market yields at the end of the reporting period on
enacted or substantively enacted by the end of the government bonds that have terms approximating to
reporting period. the terms of related obligation.
The measurement of deferred tax liabilities and assets The net interest cost is calculated by applying the
reflects the tax consequences that would follow from discount rate to the net balance of the defined benefit
the manner in which the Company expects, at the obligation and the fair value of plan assets. This
end of the reporting period, to recover or settle the cost is included in employee benefit expense in the
carrying amount of its assets and liabilities. statement of profit and loss.

152
Remeasurement gains and losses arising from l) Cash and Cash Equivalents
experience adjustments and changes in actuarial Cash and cash equivalent in the balance sheet comprise
assumptions are recognised in the year in which they cash at banks and on hand and short-term deposits with
occur, directly in other comprehensive income. an original maturity of three months or less, which are
subject to an insignificant risk of changes in value. For the
Changes in present value of the defined benefit purpose of the statement of cash flows, cash and cash
obligation resulting from plan amendments or equivalents consist of cash and short-term deposits, as
curtailments are recognised immediately in the defined above, net of outstanding bank overdrafts, if any
statement of profit and loss as past service cost. as they are considered an integral part of the Company’s
cash management.
c) Leave Entitlement
Leave entitlement are provided based on an actuarial m) Foreign currency transactions
valuation, similar to that of gratuity benefit. Re- A. All transactions in foreign currency are recorded
measurement, comprising of actuarial gains and in the reporting currency, based on closing rates
losses, in respect of leave entitlement are recognised of exchange prevalent on the dates of the relevant
in the Statement of Profit and Loss in the period in transactions.
which they occur.
B. Monetary assets and liabilities in foreign currency,
d) Short-term Benefits outstanding as on the Balance Sheet date, are
converted in reporting currency at the closing rates of
Short-term employee benefits such as salaries,
exchange prevailing on the said date. Resultant gain
performance incentives etc. are recognised as
or loss is recognized during the year in the Statement
expenses at the undiscounted amounts in the
of Profit and Loss.
Statement of Profit and Loss of the period in which
the related service is rendered.
C. Non-monetary assets and liabilities denominated in
foreign currencies are carried at the exchange rate
i) Borrowings and Borrowing costs.
prevalent on the date of the transaction.
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily D Exchange difference arising on the settlement of
takes a substantial period of time to get ready for its monetary items at rates different from those at which
intended use or sale are capitalised as part of the cost they were initially recorded during the year, or reported
of the asset. All other borrowing costs are expensed in in previous financial statements, are recognised as
the period in which they occur. Borrowing costs consist of income or expenses in the year in which they arise.
interest and other costs that an entity incurs in connection
with the borrowing of funds. n) Segment reporting
Based on “Management Approach” as defined in Ind AS
j) Earnings per Share
108 -Operating Segments the chief operating decision
Basic earnings per share are calculated by dividing maker regularly monitors and reviews the operating
the net profit or loss for the year attributable to equity results of the whole Company as one segment of
shareholders by the weighted average number of equity “Agro -Chemicals”. Thus, as defined in Ind AS 108, the
shares outstanding during the year. The weighted average Company’s entire business falls under this one operational
number of equity shares outstanding during the year is segment and hence the necessary information has already
adjusted for events of bonus issue, if any. been disclosed in the Balance Sheet and the Statement of
Profit and Loss. The analysis of geographical segments is
For the purpose of calculating diluted earnings per share, based on the areas in which customers of the Company
the net profit or loss for the year attributable to equity are located.
shareholders and the weighted average number of shares
outstanding during the year are adjusted for the effects of o) Provisions, contingent liabilities and
all dilutive potential equity shares. contingent assets
A provision is recognized when the Company has a
The number of equity shares are adjusted retrospectively
present obligation (legal or constructive) as a result of
for all periods presented for any bonus shares issues.
past event, and it is probable that an outflow of resources
embodying economic benefits will be required to settle a
k) Cash Flow Statement
reliably assessable obligation. Provisions are determined
Cash flows are reported using the indirect method, based on best estimate required to settle each obligation
whereby profit for the period is adjusted for the effects at each balance sheet date. If the effect of the time value
of transactions of a non-cash nature, any deferrals or of money is material, provisions are discounted using a
accruals of past or future operating cash receipts or current pre-tax rate that reflects, when appropriate, the
payments and item of income or expenses associated risks specific to the liability. When discounting is used,
with investing or financing cash flows. The cash flows the increase in the provision due to the passage of time is
from operating, investing and financing activities of the recognised as a finance cost.
Company are segregated.

Contingent liabilities are disclosed in respect of possible 1) increased by interest on lease liability;
obligations that arise from past events, whose existence
would be confirmed by the occurrence or non-occurrence 2) reduced by lease payments made; and
of one or more uncertain future events not wholly within
the control of the Company. Contingent liabilities are 3) remeasured to reflect any reassessment or lease
also present obligations where it is not probable that an modifications specified in Ind AS 116 ‘Leases’, or to
outflow of resources will be required, or the amount of the reflect revised fixed lease payments.
obligation cannot be measured with sufficient reliability.
Contingent Liabilities are not recognized in the financial Measurement of Right-of-use assets
statements but are disclosed separately.
At the time of initial recognition, the Company measures
‘Right-of-use assets’ as present value of all lease payments
Contingent assets are not recognised unless it becomes
discounted using the Company’s incremental cost of
virtually certain that an inflow of economic benefits will
borrowing w.r.t said lease contract. Subsequently, ‘Right-
arise.
of-use assets’ is measured using cost model i.e., at cost
less any accumulated depreciation and any accumulated
p) Leases
impairment losses adjusted for any remeasurement of the
Measurement of Lease Liability lease liability specified in Ind AS 116 ‘Leases’.
lease liability as present value of all lease payments Depreciation on ‘Right-of-use assets’ is provided on
discounted using the Company’s incremental cost of straight line basis over the lease period.
borrowing and directly attributable costs. Subsequently,
the lease liability is: The exception permitted in Ind AS 116 for low value assets
and short-term leases has been adopted by Company.

154
Notes Forming Part of the Standalone Financial Statements

As at and for the year ended March 31, 2023
NOTE 2: PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK-IN-PROGRESS

(` in crore)

Freehold Leasehold Plant and Buildings Electrical Piping laboratory Office Computers Vehicles Furniture Right to Total
Land land Machinery Installation equipments Equipment & use Asset
Fixtures
Gross Carrying Value
Balance at April 01, 2021 - 39.90 119.34 30.78 11.35 5.66 1.65 0.73 1.11 3.74 1.18 2.65 218.09
Additions 0.26 23.22 22.20 22.12 3.26 - 1.56 1.72 0.24 4.35 0.78 0.85 80.56
Disposals - - 4.14 0.14 0.01 0.32 0.69 0.10 0.30 0.24 0.06 1.11 7.11
Balance at March 31, 2022 0.26 63.12 137.40 52.76 14.60 5.34 2.52 2.35 1.05 7.85 1.90 2.39 291.54
Accumulated depreciation
and impairment
Balance at April 01, 2021 - 1.87 57.94 8.09 4.91 4.91 0.93 0.62 0.93 2.87 0.81 0.78 84.66
Eliminated on disposal of assets - - 4.04 0.10 0.00 0.25 0.66 0.10 0.28 0.23 0.06 0.60 6.32
Depreciation charge - 0.60 9.15 5.67 1.86 0.07 0.35 0.22 0.16 0.76 0.17 0.77 19.78
Balance at March 31, 2022 - 2.47 63.05 13.66 6.77 4.73 0.62 0.74 0.81 3.40 0.92 0.95 98.12
Net carrying value as on March 0.26 60.65 74.35 39.10 7.83 0.61 1.90 1.61 0.24 4.45 0.98 1.44 193.42
31, 2022
(` in crore)
Freehold Leasehold Plant and Buildings Electrical Piping laboratory Office Computers Vehicles Furniture Right to Total
Fixtures
Balance at April 01, 2022 0.26 63.12 137.40 52.76 14.60 5.34 2.52 2.35 1.05 7.85 1.90 2.39 291.54
Additions 0.22 7.99 13.34 4.43 1.89 - 1.66 0.70 0.28 1.70 1.49 4.15 37.85
Asset Held for Sale - 22.83 - - - - - - - - - - 22.83
Disposals/Termination of - - - - - - - - 0.00 0.48 - 0.94 1.42
Lease Arrangement
Balance at March 31, 2023 0.48 48.28 150.74 57.19 16.49 5.34 4.18 3.05 1.33 9.07 3.39 5.60 305.14
and impairment
Balance at April 01, 2022 - 2.47 63.05 13.66 6.77 4.73 0.62 0.74 0.81 3.40 0.92 0.95 98.12
Eliminated on disposal of assets - - - - - - - - 0.00 0.45 - 0.18 0.63
Asset Held for Sale 0.93 - - - - - - - - - - 0.93
Balance at March 31, 2023 - 2.27 73.95 17.91 8.85 4.80 1.33 1.59 1.05 4.45 1.19 1.76 119.15
31, 2023
Foot Notes:
Capital work in progress
(` in crore)
Particulars Total
Balance at April 01, 2021 9.69
Addition 12.48
Less: Capitalised during the year (7.94)
Less: Transfer during the year
Balance at March 31, 2022 14.23
Addition 38.94
Less: Transfer during the year (7.01)
Balance at March 31, 2023 42.04
(i) Capital-Work-in Progress (CWIP) ageing schedule is as under:

(` in crore)
CWIP (As on March 31, 2023) Amount in CWIP for a period of Total
Less than 1 to 2 years 2 to 3 years > 3 years
1 year
Projects in progress
Sarigam 10.04 7.84 - - 17.88
Unit 1 22.50 - - - 22.50
Unit 2 0.83 0.17 - - 1.00
Unit 4 - 0.66 - - 0.66
Total 33.37 8.67 - - 42.04
(` in crore)
1 year
Sarigam 10.04 - - - 10.04
Unit 1 1.00 - - - 1.00
Unit 2 0.76 - - - 0.76
Unit 4 0.66 - - - 0.66
Saykha 0.04 1.76 - - 1.80
Total 12.50 1.76 - - 14.26
Projects in progress consists of buildings, plant and equipment which are under construction/installation during the year which is nearing completion
and is expected to be capitalized in FY 2023-24.
(ii) Contractual Obligation (iv) Assets Held for Sale:

Refer note 32 on disclosure of contractual commitments for Assets held for sale represents the leasehold land which are
the acquisition of Property, Plant & Equipment. earmarked for transfer to our wholly owned subsidiary which are
pending for transfer. The necessary actions for the clearance
(iii) Property, Plant & Equipment taken on finance lease from GIDC are initiated from our side and the transfer will
The Property, Plant & Equipment includes leasehold land conclude as and when the clearances are obtained. Pending
where the Company is a lessee under finance lease. The them the same are leased to the Subsidiary for their use.
lease term in respect of leasehold land is long term lease with
ability to opt for renewal of the lease term.

156
NOTE 3: INVESTMENTS
(` in crore)
Particulars As at As at
March 31, 2023 March 31, 2022
Non Current
Investments in equity instruments (un-quoted) At Cost
2,000 (As at March 31, 2022, 2,000) Equity Shares of The Shamrao Vithal 0.01 0.01
Co-op. Bank Ltd.
1,000 (As at March 31, 2022, 1,000) Equity shares of Matrubhumi 0.01 0.01
Co-op. Credit Society Limited
A) 0.02 0.02
Investments in equity instruments (At fair value through profit/loss)
(quoted):
41 (As at March 31, 2022, 41) Equity Shares of United Phosphorus Ltd. Nil Nil
(Full Figure as March 31, 2023: ₹ 29,415.30 and as at March 31, 2022:
₹ 27,622.15)
200 (As at March 31, 2022, 200) Equity Shares of Aditya Birla Money Ltd. Nil Nil
(Full Figure as March 31, 2023: ₹ 9110.00 and as at March 31, 2022:
₹ 12,035.00)
500 (As at March 31, 2022, 500) Equity Shares of Gujarat State Financial Nil Nil
Corporation Ltd.(*)
(Full Figure as March 31, 2023: ₹ 3,000.00 and as at March 31, 2022:
₹ 4,035.00)
Less: Provision for Impairment Nil Nil
(Full Figure as March 31, 2023: ₹ 41,525.30 and as at March 31, 2022: ₹ Nil)
B) Nil Nil
Investments in equity instruments (At fair value through profit/loss)
(unquoted):
Investment With Fireside Ventures Investment Fund (*) 0.75 -
C) 0.75 -
Investments in Debt instruments (At fair value through OCI) (quoted):
Nil (As at March 31, 2022 19,99,900.005) Units of Baroda Banking & PSU - 2.10
Bond Fund
D) - 2.10
Other Investment (un-quoted)
National Savings Certificates [Lodged with Government Departments 0.01 0.01
as security]
E) 0.01 0.01
Investments in subsidiary (At Cost)
50,000 (As at March 31, 2022 Nil) Equity Shares of Mikusu India Private 0.05 -
Limited FV of ₹ 10 each
1,00,000 (As at March 31, 2022 Nil) Equity Shares of Heranba Organics 0.10 -
Private Limited at FV of ₹ 10 each
F) 0.15 -
Total Non Current Investments (A+B+C+D+E) 0.92 2.13
Aggregate amount of quoted investments - 2.10
Aggregate amount of un-quoted investments 0.92 0.03
(*)The Company has made an investment in Alternate Investment Fund (AIF) of ₹ 0.75 crore. This investment is marked at fair value through profit
and Loss (FVTPL). In the absense of data of Fair Valuation as at March 31, 2023 the same is carried at its carrying value in books, although the
same is accounted at FVTPL. The management does not expect the fair value changes to be material to the financial statements.

NOTE 4: LOANS
(` in crore)
Particulars Non Current Current
As at As at As at As at
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Loans to Related Parties (Unsecured, 53.19 - - -
Considered good)
Total 53.19 - - -
a) Details of loans and advances in the nature of loan to subsidiaries, associates etc. as required under Schedule V(A)(2) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
(` in crore)
Name of the Company Balance as at Maximum Balance as at Maximum
and relationship March 31, 2023 outstanding March 31, 2022 outstanding
during the during the
year 2022-23 year 2021-22
Heranba Organics Private Limited - WOS 46.15 46.15 - -
Mikusu India Private Limited - WOS 7.04 7.04 - -
Total 53.19 53.19 - -
WOS: Wholly Owned Subsidiary
(b) Disclosure under 186(4) of Companies Act.:

(` in crore)
Particulars Purpose Amount Amount
As at As at
March 31, 2023 March 31, 2022
Heranba Organics Private Limited General Corporate Purpose 46.15 -
Mikusu India Private Limited General Corporate Purpose 7.04 -
Total 53.19 -
NOTE 5: FINANCIAL ASSETS

(` in crore)
Balance with bank held as margin money (*) 0.29 0.53 - -
Security deposits and Earnest Money Deposits 5.52 7.54 2.22 1.82
Interest Accrued and Due - - - 0.07
Staff Advances - - 0.47 0.60
Fair value of foreign exchange derivative assets - - 0.17 0.06
Total 5.81 8.07 2.86 2.55
(*) Balances with bank in fixed deposits are kept as security for guarantees/government authorities.
NOTE 6: DEFERRED TAX ASSETS (NET)

The following is the analysis of deferred tax asset/(liabilities) presented in the balance sheet:
(` in crore)
Particulars Non Current
As at As at
March 31, 2023 March 31, 2022
Deferred Tax Asset
Provisions 2.66 0.22
Impairment Allowance for trade receivables 5.41 3.89
Fair Valuation of Investment (Full Figure as March 31, 2023: ₹ 887.25) 0.00 0.03

158
(` in crore)
Particulars Non Current
As at As at
March 31, 2023 March 31, 2022
Time value of derivatives designated as cash flow hedges 0.01 0.04
Others (Full Figure as March 31, 2022: ₹ 16,636.92) - 0.00
Deferred Tax Liability
Property, Plant and Equipment including ROU (0.96) (1.37)
Others (0.03) -
Total Deffered Tax Asset 7.09 2.81
NOTE 7: OTHER ASSETS

(` in crore)
(Unsecured, considered good)
Advance to Suppliers - - 4.52 3.37
Balance with Revenue Authorities - - 23.42 47.37
Prepaid Expense 0.55 - 1.40 0.94
Prepaid Rent - 0.01 - -
Capital Advances 5.25 5.99 - -
Advance Income Tax (Net of Provision 0.98 1.25 - -
for Taxation)
Total 6.78 7.25 29.34 51.68
NOTE 8: INVENTORIES
(` in crore)
Inventories (lower of cost and net
realisable value)
Raw materials
- Other 74.84 - 65.39 -
- Stock in transit 0.90 75.74 - 65.39
Work In Progress - 15.38 - 8.72
Finished Goods
- Manufactured 182.46 - 165.70 -
- Traded 2.88 - - -
- Stock in transit 2.06 187.40 1.48 167.18
Packing materials - 13.40 - 11.51
Stores and Spares 5.24 2.94
Total 297.16 255.74
The disclosure of inventories recognised as an expense in accordance with paragraph 36 of Ind AS 2 is as

follows:
(` in crore)
March 31, 2023 March 31, 2022
Amount of inventories recognised as an expense. 888.19 930.61
Amount of write - down of inventories recognised as an expense - -
Total 888.19 930.61

NOTE 9: TRADE RECEIVABLES

(` in crore)
March 31, 2023 March 31, 2022
Unsecured but considered good 387.59 442.39
Trade Receivables which have significant increase in Credit Risk 11.41 16.85
Trade Receivables - credit impaired 10.09 10.09
Less: Impairment loss allowance 21.50 22.45
Total 387.59 446.87
A. Expected Credit Loss

Allowance for Expected Credit Loss
In accordance with Ind AS 109, the Company uses the expected credit loss (“ECL”) model for measurement and recognition
of impairment loss on its trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115. For this purpose, the Company uses a provision matrix to compute the
expected credit loss amount for trade receivables. The provision matrix takes into account external and internal credit risk factors
and historical data of credit losses from various customers. The Company estimates impairment under the simplified approach.
Accordingly, it does not track the changes in credit risk of trade receivables. The impairment amount represents lifetime expected
credit loss.
The trade receivables ageing schedule (based on Bill date) for the year ended on March 31, 2023 as follows:
(` in crore)
Range of O/s period Undisputed Total
Considered Significant credit impaired
Good increase in
credit risk
Unbilled - - - -
Not Due - - - -
less than 6 months 283.62 1.95 - 285.57
6 months - 1 year 63.66 5.90 - 69.56
1-2 year 11.92 1.07 - 12.99
2-3 year 20.05 0.53 0.42 21.00
> 3 years 8.34 1.96 9.67 19.97
Total 387.59 11.41 10.09 409.09
Less: Impairment loss allowance 21.50
Total 387.59 11.41 10.09 387.59
The trade receivables ageing schedule (based on Bill date) for the year ended on March 31, 2022 as follows:
(` in crore)
Good increase in
credit risk
Unbilled - - - -
Not Due - - - -
less than 6 months 383.34 5.35 - 388.69
6 months - 1 year 29.70 3.51 - 33.21
1-2 year 6.50 2.27 0.42 9.19
2-3 year 0.47 0.49 9.67 10.63
> 3 years 22.37 5.23 - 27.60
Total 442.38 16.85 10.09 469.32
Total 446.87

160
Movement of Expected Credit Loss
(` in crore)
Particulars Opening Addition Written off/ Closing
Reversed
March 31, 2023 22.45 - (0.96) 21.50

March 31, 2022 17.11 5.34 - 22.45
NOTE 10: CASH AND CASH EQUIVALENTS

(` in crore)
March 31, 2023 March 31, 2022
Balances with banks:
- in current accounts 53.94 22.26
- in deposit with original maturity of less than three months 45.19 72.55
Cash on hand 0.13 0.09
Total 99.26 94.90
NOTE 11: BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS
(` in crore)
March 31, 2023 March 31, 2022
- Balance with bank held as margin money 12.33 17.78
- Fixed deposits with original maturity of more than 3 months but less 7.04 10.48
than 12 months
Total 19.37 28.26
NOTE 12: EQUITY SHARE CAPITAL

(` in crore)
March 31, 2023 March 31, 2022
Authorised Share Capital:
4,50,00,000 (As at March 31, 2022: 4,50,00,000) Equity Shares of ₹ 10/- each 45.00 45.00
Issued and subscribed capital:
4,00,13,467 (As at March 31, 2022: 4,00,13,467) Equity Shares of ₹ 10/- each 40.01 40.01
fully paid up
40.01 40.01
a) Terms/rights attached to equity shares:

The Company has a single class of equity shares having a par value of ₹ 10 per share. Each shareholder of equity share is entitled
to one vote per share. The Company declares and pays dividend in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the
Company in proportion to the number of equity shares held by each shareholder, after settlement of all preferential obligations.
As per the records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of the shares.
b) Reconciliation of Number of Shares Outstanding:
Particulars Number
of shares
Fully paid equity shares
Balance at April 01, 2021 4,00,13,467
Increase/(Decrease) during the year -

Particulars Number
of shares
Balance at March 31, 2022 4,00,13,467
Increase/(Decrease) during the year/Bonus shares -
Balance at March 31, 2023 4,00,13,467
c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash
and shares bought back during the period of five years immediately preceding the reporting date:
During the year ended March 31, 2019, the bonus issue in the proportion of 4:1 i.e.4 (Four) bonus equity share of ₹ 10 each for
every 1 (One) fully paid-up equity shares held was approved by the shareholders of the Company on. July 09, 2018 through voting
at the Meeting by show of hands. Subsequently, on July 09, 2018, the Company allotted 3,12,45,224 (Three crore Twelve lakh
Forty Five Thousand Two Hundred Twenty Four) equity shares to shareholders who held equity shares as on the record date of
July 09, 2018 and ₹ 31.25 crore (representing par value of ₹ 10 per share) was transferred from securities premium and retained
earnings to the share capital.
d) Details of shareholders holding more than 5% equity shares in the Company:

No. of Shares % No. of Shares %
Mr. Sadashiv K. Shetty 72,01,796 18.00% 72,01,796 18.00%
Mr. Raghuram K. Shetty 1,18,94,446 29.73% 1,18,49,946 29.61%
Mrs. Sujata S. Shetty 32,30,400 8.07% 32,30,400 8.07%
Mrs. Vanita R. Shetty 20,18,000 5.04% 20,18,000 5.04%
2,43,44,642 60.84% 2,43,00,142 60.73%
e) Details of Promoters shareholders holding in equity shares of the Company:

Promoter Name No. of Shares %of total shares % Change during

the year
Promoters
Sadashiv K Shetty 72,01,796 18.00% -
Raghuram K Shetty 1,18,94,446 29.73% 0.11%
Promoters Group
Sujata S Shetty 32,30,400 8.07% -
Vanita R Shetty 20,18,000 5.04% -
Sams Industries Ltd. 8,67,288 2.17% 0.01%
Raghuram K Shetty HUF 13,80,000 3.45% -
Shreya S Shetty 9,42,500 2.36% -
Shriraj S Shetty 8,42,500 2.11% -
Raunak R Shetty 6,36,250 1.59% -
Roshan R Shetty 6,36,250 1.59% -
Sadashiv K Shetty HUF 3,20,600 0.80% -
Promoter Name No. of Shares %of total shares % Change during

the year
Promoters
Raghuram K Shetty 1,18,49,946 29.61% -
Promoters Group
Sujata S Shetty 32,30,400 8.07% -

162
Vanita R Shetty 20,18,000 5.04% -

NOTE 13: OTHER EQUITY

(` in crore)
Particulars AS at As at
March 31, 2023 March 31, 2022
Securities premium
Balance at the beginning of the year 58.18 58.18
Add: Addition during the year - -
Balance at the end of the year 58.18 58.18
General reserve
Add/(Less):
Additions During the year - 6.00
Capital Redemption Reserve
Add/(Less):
Transfer from Retain Earnings - -
Other Comprehensive Income
Add/(Less): Fair Value Changes duing the year 0.10 0.06
Add/(Less): Reclassification to Profit and Loss on Realisation (0.54) -
Balance at the end of the year (0.20) 0.24
Retained Earnings
Profit For the Year 110.11 189.06
Less: Appropriation
Transfer to general reserve - 6.00
Dividend - equity shares 8.00 2.80
Total 776.10 674.44
The Company has issued and alloted during the year ended purpose of these transfers was to ensure that if a dividend
March 31, 2019, 3,12,45,224 equity shares of ₹ 10 each as a distribution in a given year is more than 10% of the paid up share
bonus shares in the ratio of four equity shares for every one capital of the Company for that year, then the total dividend
equity shares held by the members. distribution is less than total distributable reserve for that year.
Consequent to introduction of the Companies Act 2013, the
Security Premium: requirement to mandatorily transfer a specified percentage of
Security Premium represents the premium received on issue net profit to general reserve has been withdrawn. However the
of shares. It can be utilised to pay-off equity related expenses amount previously transferred to the general reserve can be
or for issuance of bonus shares and its related issue expenses. utilised only in accordance with the specific requirements of
the Companies Act, 2013.
General Reserve:
Capital Redemption Reserve:
Under the erstwhile Companies Act 1956, general reserve was
created through an annual transfer of net income at a specified Capital redemption reserve represents the amount of profits
percentage in accordance with applicable regulations. The transferred from general reserve for the purpose of redemption
of preference shares or for the buyback of shares.

NOTE 14: LEASE LIABILITIES

(` in crore)
Lease Liability 3.51 0.63 0.48 1.00
Total 3.51 0.63 0.48 1.00
Disclosure in accordance with Ind AS - 116 “Leases”, of the Companies (Indian Accounting Standards) Rules, 2015.
(a) Movement in Lease Liabilities

(` in crore)
March 31, 2023 March 31, 2022
Balance at the beginning 1.63 2.03
Addition during the year 4.04 0.85
Interest on lease liabilities 0.45 0.22
Terminations (0.93) (0.57)
Lease Payments (1.20) (0.89)
Closing 3.99 1.63
(b) Maturity Profile of Lease Liabilities

The table below provides details regarding Contractual Maturities of Lease Liability as at March 31, 2023 on an undiscounted basis.
(` in crore)
Ageing As at As at
March 31, 2023 March 31, 2022
Within One year 0.87 0.69
Two to Five years 1.95 0.95
More than Five years 4.07 0.66
Total 6.89 2.30
(c) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to
meet the obligations related to lease liabilities as and when they fall due.
NOTE 15: OTHER FINANCIAL LIABILITIES

(` in crore)
Interest accrued - - 3.95 3.85
Security Deposit from Dealers (Interest - - 8.12 7.09
bearing @ 9% p.a)
Other payables - - 16.66 11.17
Employee Benefits Payable - - 8.81 6.39
Total - - 37.54 28.50
NOTE 16: PROVISIONS

(` in crore)
Employee Benefits
Provision for leave benefit 2.82 2.28 1.03 0.79
Provision for Gratuity 6.12 5.58 0.60 0.60
Provision for Tax (Net of Advance Taxes) - - - 1.00
Total 8.94 7.86 1.63 2.39

164
Disclosure in accorance with Ind AS 19 “Employee Benefits”, of the Companies (Indian Accounting Standards) Rules, 2015.
The Company has carried out the actuarial valuation of Gratuity and Leave Encashment liability under actuarial principle, in
accordance with Ind AS 19 - Employee Benefits.
Gratuity is a defined benefit plan under which employees who have completed five years or more of service are entitled to gratuity
on departure from employment at an amount equivalent to 15 days salary (based on last drawn salary) for each completed year
of service restricted to ` 20 lakh. The Company’s gratuity liability is funded.
i) The amount recognised in the balance sheet and the movements in the net defined benefit obligation of Gratuity over the year
is as follow:
(` in crore)
March 31, 2023 March 31, 2022
(a) Reconciliation of opening and closing balances of Defined
benefit Obligation
Defined Benefit obligation at the beginning of the year 9.43 8.22
Current Service Cost 1.05 0.87
Interest Cost 0.67 0.56
Actuarial (Gain)/Loss-Other Comprehensive Income (0.18) 0.20
Benefits paid directly by the Employer (0.00) -
Benefits paid by the Fund (0.32) (0.42)
Defined Benefit obligation at the year end 10.65 9.43
(b) Reconciliation of opening and closing balances of fair value of
plan assets
Fair Value of plan assets at the beginning of the year 3.24 2.79
Expected return on Plan Assets 0.18 0.13
Actuarial Gain/(Loss) - -
Employer Contribution 0.81 0.74
Benefits Paid (0.32) (0.42)
Fair Value of Plan Assets at the year end 3.91 3.24
(c) Actual Return on Plan Assets
Interest Income 0.23 0.19
Return on Plan Assets, Excluding Interest Income (0.05) (0.06)
Actual Return on Plan Assets 0.18 0.13
(d) Reconciliation of fair value of assets and obligations
Fair Value of Plan Assets 3.91 3.24
Present value of Defined Benefit obligation 10.65 9.43
Liability recognized in Balance Sheet 6.72 6.18
(e) Expenses recognized during the year (Under the head Employees
Benefit Expenses)
Current Service Cost 1.05 0.87
Interest Cost 0.44 0.37
Net Cost 1.49 1.24
(f) Actuarial (Gain)/Loss- Other Comprehensive Income (0.14) 0.25
(g) Net liabilities recognised in the balance sheet
Long-term provisions 6.12 5.58
Short-term provisions 0.60 0.60
6.72 6.18
ii) Actuarial Assumptions:
March 31, 2023 March 31, 2022
Expected return on Plan Assets 7.47% 7.15%
Discount rate (per annum) 7.47% 7.15%
Attrition rate 5% 5%
Rate of escalation in salary (per annum) 8% 8%

iii) Expected Payout:

(` in crore)
Particulars As on As on
March 31, 2023 March 31, 2022
Projected Benefits Payable in Future Years From the Date of Reporting
Expected Payout 1st Following Year 1.12 1.05
Expected Payout 2nd Following Year 0.59 0.52
Expected Payout 3 Following Year
rd
0.84 0.54
Expected Payout 4th Following Year 0.70 0.72
th
0.78 0.64
Expected Payout 6th to 10th Following Year 4.90 4.01
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and
other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
There is no minimum funding requirement for a gratuity plan in India and there is no compulsion on the part of the Company fully
or partially pre-fund the liabilities under the plan.
iv) Sensitivity analysis:

A quantitative Sensitivity analysis for significant assumption:
Particulars Discount Rate Salary Attrition Rate
Growth Rate
Changes in Assumption
March 31, 2023 1% 1% 1%
March 31, 2022 1% 1% 1%
Increase in assumption
March 31, 2023 (0.82) 0.89 (0.03)
March 31, 2022 (0.74) 0.83 (0.11)
Decrease in assumption
March 31, 2023 0.93 (0.81) 0.03
March 31, 2022 0.86 (0.74) (0.02)
Gratuity is a defined benefit plan and Company is on government bonds. If the return on plan asset is below this
exposed to the following Risks: rate, it will create a plan deficit. Currently, for the plan in India,
1. Salary Risk: it has a relatively balanced mix of investments in government
securities, and other debt instruments.
The present value of the defined benefit plan liability is
calculated by reference to the future salaries of members.
4. Asset Liability Matching Risk:
As such, an increase in the salary of the members more than
assumed level will increase the plan’s liability. The plan faces the ALM risk as to the matching cash flow.
Since the plan is invested in lines of Rule 101 of Income Tax
2. Interest Rate Risk: Rules, 1962, this generally reduces ALM risk.
A fall in the discount rate which is linked to the G.Sec. Rate
5. Mortality Risk:
will increase the present value of the liability requiring higher
provision. A fall in the discount rate generally increases the Since the benefits under the plan is not payable for life time
mark to market value of the assets depending on the duration and payable till retirement age only, plan does not have any
of asset. longevity risk.
3. Investment Risk: 6. Concentration Risk:

The present value of the defined benefit plan liability is Plan is having a concentration risk as all the assets are invested
calculated using a discount rate which is determined by with the insurance Company and a default will wipe out all the
reference to market yields at the end of the reporting period assets. Although probability of this is very less as insurance
companies have to follow regulatory guidelines.

166
NOTE 17: SHORT TERM BORROWINGS

(` in crore)
March 31, 2023 March 31, 2022
From Banks (Secured):
Bills Discounted with Bank of Baroda 7.24 37.23
Foreign Currency Loan from Bank of Baroda 49.48 41.01
Foreign Currency Packing Credit Loan from Bank of Baroda 30.18 11.32
Bills Discounted through MSME Bank 2.11 -
89.01 89.56
Notes: e. Letter of Credit - HDFC Bank: Sanctioned limit

I. Terms and Security of Borrowings: ₹ 10 crore.
a. Cash Credit - Bank Of Baroda: Sanctioned Limit f. Bill discounted through MSME Bank are repayable
₹ 74.75 crore, Interest rate 9.35% p.a. (PY: ₹ 74.75 crore, within a period of 90 days bearing interest range of
Interest rate 9.35% p.a.) 7% to 7.75%
b. Foreign Currency Loan - Bank of Baroda: It is a Above cash credit and packing credit limits are secured
sublimit of ₹ 60 crore at Interest rate of around 6.44% by way of exclusive first charge on hypothecation of entire
p.a. sanctioned under overall Cash Credit limit of ₹ 74.75 inventories, Book debts and other current assets present
crore. (PY: ₹ 60 crore at Interest rate ranging from 2.75% & future.
to 3.10% p.a.)
The above facilities are secured as follows:
c. Packing Credit - Bank of Baroda: Sanctioned limit
₹ 75.00 crore at Interest rateof around 4.60% p.a. (PY: a. Pari pasu First charge on the current assets of the
₹ 50.00 crore Interest rate ranging from 1.25% to 1.85% Company both present and future.
p.a.)
b. Pari pasu Equitable Mortgage of all land and buildings
d. Packing Credit - HDFC Bank: Sanctioned limit ₹ 25 and hypothecation of plant and machinery situated at
crore with sublimit of Cash credit facility of ₹ 25 crore or factories or at godowns.
Working capital demand loan of ₹ 25 crore.
c. Personal Guarantee of Mr. R.K. Shetty, Mr. S.K. Shetty,
Mr. Raunak Shetty and Mr. Shriraj Shetty.
II. Disclosure As per the amendment to Ind As 7 Statement of Cash Flow:

(` in crore)
Particulars Lease Liabilities Current Interest accrued Total
Borrowings
Opening Balance (2.03) (59.19) (3.50) (64.72)
Changes in Financial Cash flow 0.89 (30.37) - (29.48)
Internal Transfer - - - -
Interest accrued during the year (0.22) - (0.59) (0.81)
Other Non - Cash Adjustments - - 0.24 0.24
Net Addition during the year (0.28) - - (0.28)
Closing Balance as at March 31, 2022 (1.63) (89.56) (3.85) (95.05)
Changes in Financial Cash flow 1.20 0.55 - 1.75
Internal Transfer on change in - - - -
Repayment schedule
Interest accrued during the year (0.45) - (0.68) (1.13)
Internal Transfer - - 0.58 0.58
Other Non - Cash Adjustments (3.11) - - (3.11)
Closing Balance as at March 31, 2023 (3.99) (89.01) (3.95) (96.96)
III. Borrowings from banks or financial institutions on the basis of security of current assets
The Company has borrowings during the year from banks on the basis of security of current assets, the disclosure w.r.t documents
submitted to lenders is tabulated in Statement 1.

IV. Registration of charges or satisfaction with Registrar of Companies

All the charges or satisfaction as per the sanction are duly registered incase required with Registrar of Companies as at March 31,
2023 and March 31, 2022 in favour of the lenders for facilities availed by the Company.
NOTE 18: TRADE PAYABLES

(` in crore)
March 31, 2023 March 31, 2022
Dues of Micro and Small Enterprise 14.47 9.55
Dues of other than Micro and Small Enterprise 172.12 236.29
Total 186.59 245.84
The trade payable ageing schedule (based on Bill date) for the year ended on March 31, 2023 as follows:
(` in crore)
Range of O/s period MSME Others
Undisputed Disputed Undisputed Disputed
Unbilled - - 5.34 -
Not Due - - - -
Less than 1 year 14.46 - 157.26 -
1-2 years 0.01 - 2.14 -
2-3 year 0.00 - 5.95 -
> 3 years - - 1.43 -
Total 14.47 - 172.12 -
The trade payable ageing schedule (based on Bill date) for the year ended on March 31, 2022 as follows:
(` in crore)
Unbilled - - 2.60 -
Not Due - - - -
Less than 1 year 9.55 - 225.71 -
1-2 years - - 2.47 3.12
2-3 year - - 1.00 -
> 3 years - - 0.50 0.89
Total 9.55 - 232.28 4.01
Details of dues to micro and small enterprises as defined under MSMED Act, 2006
(` in crore)
March 31, 2023 March 31, 2022
Principal amount due 14.47 9.55
Interest due on above 0.01 0.00
The amounts of the payment made to the supplier beyond the appointed day - 0.00
during each accounting year
Amount of interest paid in terms of Sec 16 of the Micro, Small and Medium - -
Enterprises Development Act, 2006
Amount of interest due and payable for the period of delay 0.01 -
Amount of interest accrued and remaining unpaid as at year end 0.01 -
Amount of further interest remaining due and payable in the succeeding year 0.01 -
Dues to Micro & Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected
by the Management. This has been relied upon by the auditor. Moreover the Company is in the process of updating its suppliers data, as to the
status as a Micro Small & Medium Enterprise with a copy of the Memorandum filed as per the provisions of Section 8 of the Micro Small & Medium
Enterprises Development Act, 2006.

168
NOTE 19: OTHER LIABILITIES

(` in crore)
Advance against orders- Contract Liability - - 6.29 11.75
Statutory liabilities - - 1.41 1.92
Total - - 7.70 13.67
NOTE 20: CURRENT TAX LIABILITIES (NET)

(` in crore)
March 31, 2023 March 31, 2022
Current tax liabilities 7.79 4.01
Total 7.79 4.01
NOTE 21: REVENUE FROM OPERATIONS

(` in crore)
2022-23 2021-22
Sale from operations:
Sale of Goods 1,309.47 1,434.48
Sale of Traded Goods 7.34 0.44
1,316.81 1,434.92
Other operating revenue:
Export Incentive 7.57 15.45
Total 1,324.38 1,450.37
I. Disclosure in accordance with Ind AS 115 “Revenue Recognition Disclosures”, of the Companies (Indian
Accounting Standards) Rules, 2015.
a) Revenue disaggregation based on Service Type and by Geographical Region:
i) Revenue disaggregation by type of Service is as follows:
(` in crore)
Major Service Type For the year For the year
2022-23 2021-22
Sale of Goods 1,309.47 1,434.48
Sale of Traded Goods 7.34 0.44
Export Incentive 7.57 15.45
1,324.38 1,450.37
ii) Revenue disaggregation by geographical region is as follows:

(` in crore)
Geographical Region For the year For the year
2022-23 2021-22
India 781.94 833.39
Outside India 534.87 601.53
Total revenue from operations 1,316.81 1,434.92
Timing of revenue recognition
At a point in time 1,316.81 1,434.92
Total revenue from operations 1,316.81 1,434.92
(b) Contract Balances

The Contract liability primarily relate to advances received from the customers against orders. Significant changes in the contract
liabilities balance during the period are as under:
(` in crore)
2022-23 2021-22
Contract liabilities

(` in crore)
2022-23 2021-22
Balances at the beginning of the year 11.75 7.71
Revenue recognised that is included at the beginning of the period 11.75 7.71
Advances received which have remained outstanding at the end of the year 6.29 11.75
Out of the total contract liabilities outstanding as on March 31, 2023, ₹ 6.29 crore and ₹ 11.75 crore will be recognized by March 31, 2024 and
March 31, 2023 respectively.
(c) Significant adjustments between the contracted price and revenue recognized in the Statement of profit and loss account:
(` in crore)
2022-23 2021-22
Reconciliation of revenue from operations with Contract Price
Contract Price 1,339.34 1,453.22
Less: Discounts 22.53 18.30
Total Revenue from operations 1,316.81 1,434.92
NOTE 22: OTHER INCOME

(` in crore)
Geographical Region For the year For the year
2022-23 2021-22
Interest Income 4.20 1.81
Interest Income fair valued under Ind As 109 0.00 0.01
(Full Figure for 22-23: ₹ 40,978.77 and for 21-22 is ₹ 67,867)
Dividend Income 0.00 0.00
(Full Figure for 22-23: ₹ 17,792.00 and for 21-22 is ₹ 27,712)
Foreign Exchange Fluctuation Gain (Net) 4.19 13.37
Termination of Lease Agreements 0.17 -
Remeasurement of Financial asset accounted on Amortised cost 0.00 -
(Full Figure for 22-23: ₹ 11,140.00 and for 21-22 is ₹ Nil)
Gain/(Loss) Fair Valuation of Investment - 0.00
(Full Figure for 22-23: ₹ Nil and for 21-22 is ₹ 8,451)
Profit on Sale of Property, Plant & Equipment 0.06 0.02
Profit on sale of investment 0.64 0.17
Reversal of Expected Credit Loss 0.96 -
Sundry Balances Written Back 1.62 0.47
Miscellaneous income 1.74 3.50
Total 13.58 19.35
NOTE 23: COST OF MATERIALS CONSUMED

(` in crore)
2022-23 2021-22
Raw Material/Packing Material
Opening Stock 76.90 60.98
Add: Purchases (Net of Discount) 920.23 1,018.94
Less: Closing stock 89.14 76.90
Total 907.99 1,003.02

170
NOTE 24: CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROGRESS AND STOCK

IN TRADE
(` in crore)
2022-23 2021-22
Inventory adjutment - WIP
Opening Stock of Work In Progress 8.72 11.67
Closing Stock of Work In Progress (15.38) (8.72)
(6.66) 2.95
Inventory adjutment - Finished Goods
Opening Stock of Finished Goods 167.18 91.40
Closing Stock of Finished Goods (184.53) (167.18)
(17.35) (75.78)
Inventory adjutment - Traded goods
Opening Stock of Finished Goods - -
Closing Stock of Finished Goods (2.88) -
(2.88) -
Total (26.89) (72.83)
NOTE 25: EMPLOYEE BENEFIT EXPENSES

(` in crore)
2022-23 2021-22
Salaries, wages and bonus, etc. 58.77 53.45
Contribution to provident and other funds 3.09 2.69
Staff welfare expenses 2.56 2.23
Total 64.42 58.37
NOTE 26: FINANCE COSTS

(` in crore)
2022-23 2021-22
Interest on Financial Liability at amortised cost 5.01 2.37
Interest on Statutory Dues 0.19 0.16
Interest on Income Tax 0.71 -
Interest on MSME 0.01 0.00
(Full Figure for 21-22: ₹ 33,463)
Interest on Lease Liability 0.45 0.22
Other Finance Charges 1.54 1.32
Total 7.91 4.07
NOTE 27: DEPRECIATION AND AMORTISATION EXPENSES

(` in crore)
2022-23 2021-22
Depreciation of property, plant and equipment 21.59 19.01
Depreciation of Right to Use Asset 0.99 0.77
Total 22.59 19.78
NOTE 28: OTHER EXPENSES

(` in crore)
2022-23 2021-22
Consumption of Stores and Spares 19.75 20.90
Factory Expense 5.42 7.44
Repairs & Maintenance to:
- Machinery 5.76 3.66
- Building 1.93 0.43

- Vehicle 0.31 0.17

- Others 2.09 1.44
Insurance 2.71 2.00
Rent, Rates and taxes 5.35 1.77
Donations 0.21 0.28
Labour Charges 20.07 19.54
Allowances for doubtful debts - 5.34
Provision for Impairment of Investments 0.00 -
Payment to Auditor (Refer Note a) 0.30 0.40
Legal and Professional Charges 4.71 4.62
Loss on Fair value of Investment 0.00 -
Loss on Sale of Investment 0.03 -
Power and Fuel 86.24 68.18
Selling and Distribution expense 37.44 45.11
Corporate Social Responsibility 4.26 3.07
Sitting Fees 0.06 0.08
Loss on discard of assets - 0.27
Other expenses 14.09 16.94
Total 210.71 201.64
a) Payment to Auditors
(` in crore)
2022-23 2021-22
As Auditor:
- Statutory Audit fees including Limited Review 0.25 0.33
- Tax Audit 0.05 0.08
- Reimbursement of Expenses 0.00 -
0.30 0.40
NOTE 29: TAX EXPENSE

(a) Current Tax
(` in crore)

2022-23 2021-22
Tax for the year 38.86 67.80
Tax in respect of earlier years (0.49) -
Deferred Tax Expenses (4.34) (1.61)
Income Tax expense 34.03 66.19
(b) The reconciliation between the provision of income tax of the Company and amounts computed by applying the Indian
statutory income tax rate to profit before taxes is as follows:
(I)
(` in crore)
2022-23 2021-22
Accounting profit before income tax 144.14 255.25
Enacted tax rates in India (%) 25.17% 25.17%
Computed expected tax expenses 36.28 64.24
Tax effects of amounts that are not deductible (taxable) in calculating
taxable income:
Net changes on account of disallowances 8.01 7.48
Net changes on account of Allowances (5.45) (4.23)

172
(` in crore)
2022-23 2021-22
Others 0.02 0.31
Income tax expenses 38.86 67.80
(II) Deferred tax assets/(liabilities) in relation to:

(` in crore)
Particulars Opening Recognised Recognised Closing
Balance in profit in Other Balance
or loss Comprehensive
Income
Property, Plant and Equipment (1.37) 0.41 - (0.96)
including ROU
Provisions 0.22 2.44 - 2.66
Impairment Allowance for trade receivables 3.89 1.52 - 5.41
Fair Valuation of Investment 0.03 (0.03) - 0.00
Time value of derivatives designated as 0.04 - (0.03) 0.01
cash flow hedges
Others 0.00 - (0.03) (0.03)
2.81 4.34 (0.06) 7.09
Provisions 1.20 (0.98) - 0.22
Fair Valuation of Investment (0.09) (0.00) 0.12 0.03
cash flow hedges
Others 0.03 (0.09) 0.06 0.00
1.03 1.61 0.17 2.81
NOTE 30: EARNING PER SHARE

Disclosure as required by Accounting Standard - Ind As 33 “Earning Per Share” of the Companies (Indian Accounting Standards)
Rules 2015.
A. Net Profit/(loss) attributable to equity shareholders and the weighted number of shares outstanding for
basic and diluted earnings per share are as summarised below:

2022-23 2021-22
Profit/(Loss) for the period (₹ in crore) 110.11 189.06
Outstanding equity shares at period end 4,00,13,467 4,00,13,467
Weighted average Number of Shares outstanding during the period 4,00,13,467 4,00,13,467
- Basic
Weighted average Number of Shares outstanding during the period 4,00,13,467 4,00,13,467
- Diluted
Earnings per Share - Basic (₹ Per Share) 27.52 47.25
Earnings per Share - Diluted (₹ Per Share) 27.52 47.25

B. Reconciliation of weighted number of outstanding during the period:

2022-23 2021-22
Nominal Value of Equity Shares (₹ Per Share) 10 10
Total number of equity shares outstanding at the beginning of the period 4,00,13,467 4,00,13,467
Add: Issue of Equity Shares during the period - -
Total number of equity shares outstanding at the end of period 4,00,13,467 4,00,13,467
Weighted average number of equity shares at the end of period - Basic 4,00,13,467 4,00,13,467
Weighted average number of equity shares at the end of period - Dilutive 4,00,13,467 4,00,13,467
NOTE 31: CORPORATE SOCIAL RESPONSIBILITY

The Company is covered under section 135 of the companies act, the following is the disclosed with regard to CSR activities:
(` in crore)
2022-23 2021-22
i Gross amount required to be spent by the Company during the year 3.95 3.07
ii Amount approved by the Board to be spent during the year 3.95 3.07
Construction/acquisition of any asset - -
On purposes other than (i) above 3.95 3.07
iii Amount spent during the year on: 4.26 3.07
Construction/acquisition of any asset - -
On purposes other than (i) above 4.26 3.07
iv Shortfall at the end of the year, (0.31) (0.00)
v The total of previous years’ shortfall/(Excess) amounts; - (0.01)
vi The reason for above shortfalls NA NA
vii (Excess)/Shortfall Payment at the end of the year (0.31) (0.01)
viii Nature of CSR activities
a) Promoting Education including vocation skills among children,women etc. 3.96 1.12
b) Promoting Healthcare including preventive healthcare and Sanitation 0.29 0.17
c) Relief and Wellness of SC/ST - 1.77
NOTE 32: COMMITMENTS

(` in crore)
2022-23 2021-22
Estimated amount of contracts remaining to be executed in Capital Account 11.92 7.64
and not provided for (Net of Advance) i.e. the amount payable for the
undelivered capital expenditure items.
Capital Commitment towards Investment with Fireside Ventures 4.25 -
Investment Fund
Total 16.17 7.64
NOTE 33: CONTINGENT LIABILITIES

(i)
(` in crore)
2022-23 2021-22
Bank Guarantees 6.14 11.54
Claims not acknowledged as debts
Disputed Excise Duty/Custom Duty Demands 23.49 9.28
Demand under Goods and Service Tax 0.36 -
Disputed VAT Liability - (deposited against appeal ₹ 0.39 crore) 0.61 4.50

174
(ii) Pending Litigations

(` in crore)
2022-23 2021-22
Disputed Income Tax demands 6.20 4.69
NOTE 34:
In the opinion of the Board of Directors, all assets other than fixed assets and non-current investments have a value on realization
in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
NOTE 35:
Disclosure in accordance with Ind AS 108 “Operating Segments”, of the Companies (Indian Accounting Standards) Rules, 2015.
Ind AS 108 establishes standards for the way that business enterprises report information about operating segments and related
disclosures about products and services, geographic areas, and major customers. As the Company is engaged in providing similar
nature of products, production process, customer types etc., the Company has a single operating segment of “Agro chemicals”,
there are no differing risks and returns attributable to the Company’s services to its customers. Further, The Company primarily
operates in India and therefore the analysis of geographical segment is demarcated into its Indian and Overseas revenue as under:
a. Geographical Segment
(` in crore)
2022-23 2021-22
Revenue(Gross Sale)
India 781.93 833.39
Overseas 534.87 601.53
Total 1,316.81 1,434.92
b. The Company is not reliant on revenue from transactions with any single external customer and does not receive 10% or more
of its revenue from transactions with any single external customer.
NOTE 36: DISCLOSURE IN ACCORDANCE WITH IND AS 24 “RELATED PARTY DISCLOSURES”,

OF THE COMPANIES ( INDIAN ACCOUNTING STANDARDS) RULES, 2015
Details are given in Statement - 2
NOTE 37: FINANCIAL INSTRUMENTS

i) The carrying value and fair value of financial instruments by categories as at March 31, 2023 and March
31, 2022 is as follows:
(` in crore)
Particulars Carrying Value Fair Value
a) Financial Assets
Financial assets measured at fair value
through OCI
Investments - 2.10 - 2.10
through P&L
Investments 0.75 - 0.75 -
Fair value of foreign exchange derivative 0.17 0.06 0.17 0.06
assets
Financial assets measured at
amortized cost
Investments 0.17 0.03 0.17 0.03
Loans 53.19 - 53.19 -
Others 8.50 10.56 8.50 10.56

(` in crore)
Trade receivables 387.59 446.87 387.59 446.87
Cash and cash equivalents 118.62 123.16 118.62 123.16
Total Financial Assets 568.99 582.78 568.99 582.78
b) Financial Liabilities measured at
amortized cost
Borrowings 89.01 89.56 89.01 89.56
Trade payables 186.58 245.84 186.58 245.84
Lease Liability 3.99 1.63 3.99 1.63
Others 37.54 28.50 37.54 28.50
Total Financial Liabilities 317.13 365.53 317.13 365.53
The management assessed that fair value of cash and short-term deposits, trade receivables, trade payables, and other current financial assets
and liabilities carried at amortized cost approximate their carrying amounts largely due to the short-term maturities of these instruments.
NOTE 38: FINANCIAL RISK MANAGEMENT

Risk management framework:
The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s senior
management oversees management of these risks. The Company’s focus is to foresee the unpredictability of financial markets
and seek to minimize potential adverse effects on its financial performance.
i) Market Risk
a. Foreign currency risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices etc. The
Company operations involve foreign exchange transactions including mainly import, export, packing credit facilities and is exposed
to foreign exchange risk arising from foreign currency transactions, primarily with respect to US$. Foreign currency risk arises from
future commercial transactions and recognised in assets and liabilities denominated in foreign currency that is not Company’s
functional currency. (i.e INR) The risk is measured through forecast of highly probable foreign currency cash flow.
Derivative contracts outstanding:

(` in crore)
Particulars Currency As at As at
March 31, 2023 March 31, 2022
Forward contracts to sell USD USD 0.30 0.56
Uncovered risks in foreign currency transactions disclosed as at:

(` in crore)
Particulars Currency As at As at
March 31, 2023 March 31, 2022
USD 0.37 0.15
Borrowing (PCFC)
INR 30.18 11.32
USD 0.60 0.54
Bank (EEFC)
INR 49.48 41.01
USD 1.88 1.30
Trade Receivable
INR 179.53 159.31
USD 0.09 0.61
Trade Payable
INR 7.28 4.62

176
Sensitivity
A change of 5% in Foreign currency would have following Impact on profit before tax:
(` in crore)
5% Increase 5% Decrease 5% Increase 5% Decrease
USD (Receivables) 0.09 (0.09) 0.07 (0.07)
USD (Payables) (0.05) 0.05 (0.07) 0.07
Net Increase/(Decrease) in Profit or loss 0.04 (0.04) - -
(in USD)
b. Interest rate risk

Interest rate risk arises from movements in interest rates which could have effects on the Company’s net income or financial
position. Changes in interest rates may cause variations in interest income and expenses resulting from interest-bearing assets
and liabilities. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt
obligations with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings
and loans given affected. With all other variables held constant, the Company’s profit before tax is affected through the impact on
floating rate borrowings, as follows:
(` in crore)
Particulars Changes in Effect on profit Effect on profit
basis points before tax before tax
2022-23 2021-22
Financial liabilites
Interest rates - increase - 1% 100.00 (0.89) (0.90)
Interest rates - decrease - 1% (100.00) 0.89 0.90
c. Other Market Price Risk There is an economic relationship between the hedged items
The Company is exposed to Equity price risk , which arises and the hedging instruments. The Company has established a
from FVTPL of Equity securities. The Company has a very hedge ratio of 1:1 for the hedging relationships.
insignificant portion of amount invested in quoted equity
securities. The management monitors the proportion of The hedge ineffectiveness can arise from:
quoted equity instruments in its investment portfolio based on
market indices. - Differences in the timing of the cash flows
Hedge Accounting: - Different indexes

The Company’s business objective includes safe-guarding
- The counterparties’ credit risk differently impacting the fair
its earnings against adverse price movements of foreign
value movements.
exchange. The Company has adopted a policy to hedge all
risks within an acceptable risk limit and an approved hedge
accounting framework which allows for Cash Flow hedges.
Movement in Cash Flow Hedge:

(` in crore)
Particulars As at 2022-23 As at 2021-22 Line Item in Balance Sheet/

Statement of Profit and Loss
At the beginning of the year (0.09) (0.14)
Gain/(loss) recognised in other comprehensive 0.11 1.88 Items that will be reclassified to
income during the year. Profit & Loss
Deferred tax on Gain/(loss) recognised in other (0.03) 0.47
comprehensive income during the year.
Amount reclassified to Profit and Loss during the year - (1.84) Value of Sale
Deferred tax on Amount reclassified to Profit and Loss - (0.46)
during the year
At the end of the year (0.00) (0.09) Other Comprehensive Income

ii) Credit risk risk factors and historical data of credit losses from various
Credit risk is the risk of financial loss to the Company if a customers. The Company estimates impairment under the
customer or counter party to a financial instrument fails to simplified approach. Accordingly, it does not track the changes
meet its contractual obligations, and arises principally from in credit risk of trade receivables. The impairment amount
the Company’s receivables from customers. Credit risk is represents lifetime expected credit loss.
managed through credit approvals, establishing credit limits
and continuously monitoring the creditworthiness of customers iii) Liquidity risk
to which the Company grants credit terms in the normal course Liquidity risk is the risk that the Company will encounter
of business. difficulty in raising funds to meet commitments associated
with financial instruments. Liquidity risk management implies
Trade and Other Receivables: maintaining sufficient cash and marketable securities and the
In accordance with Ind AS 109, the Company uses the availability of funding through committed credit facilities to
expected credit loss (“ECL”) model for measurement and meet the obligations when due.
recognition of impairment loss on its trade receivables or any
contractual right to receive cash or another financial asset that result Management monitors rolling forecasts of the Company’s
from transactions that are within the scope of Ind AS 115. For liquidity position (comprising the undrawn borrowing facilities
this purpose, the Company uses a provision matrix to compute below) and cash and cash equivalents on the basis of
the expected credit loss amount for trade receivables. The expected cash flows. The Company manages its liquidity risk
provision matrix takes into account external and internal credit by preparing month on month cash flow projections to monitor
liquidity requirements.
The Working Capital Position of the Company is given below:

(` in crore)
March 31, 2023 March 31, 2022
Inventories 297.16 255.74
Cash and Other Bank Balances 118.62 123.16
Trade Receivable 387.59 446.87
Other Financial Assets 2.86 2.55
Other Current Assets 29.34 51.68
Total 835.58 880.00
Less:
Borrowings 89.01 89.56
Lease Liability - ROU Asset 0.48 1.00
Trade payables 186.58 245.84
Provisions 1.63 2.39
Other Current liabilities 7.70 13.67
Other financial liabilities 37.54 28.50
Current Tax Liabilities 7.79 4.01
330.74 384.97
Net Working Capital 504.84 495.03
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.
(` in crore)
Particulars Less than 2-5 years More than Total
1 year 5 years
Borrowing 89.01 - - 89.01
Trade Payable 186.58 - - 186.58
Other Financial Liabilities 37.54 - - 37.54
Total 313.14 - - 313.14
Borrowing 89.56 - - 89.56
Trade Payable 245.84 - - 245.84
Total 363.90 - - 363.90

178
NOTE 39: FAIR VALUE HIERARCHY

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on
recurring basis as at March 31, 2023 and March 31, 2022:
(` in crore)
Particulars Fair Value measurement using
Date Quoted prices in Significant Significant
of Valuation active markets observable unobservable
(Level 1) inputs inputs (Level 3)
(Level 2)
through P&L
Investments (*) March 31, 2023 - - 0.75
Fair value of foreign exchange March 31, 2023 - 0.17
derivative assets
Total financial assets - - 0.17 0.75
through OCI
Investments March 31, 2022 - 2.10 -
Total financial assets - - 2.10 -
through P&L
Investments March 31, 2022 - - -
Fair value of foreign exchange March 31, 2022 - 0.06 -
derivative assets
Total financial assets - - 0.06 -
(*) The Company has made an investment in Alternate Investment Fund (AIF) of ₹ 0.75 crore. This investment is marked at fair value through
profit and Loss (FVTPL). In the absense of data of Fair Valuation as at March 31, 2023 the same is carried at its carrying value in books, and
included under level 3 fair value hierarchy, although the same is accounted at FVTPL. The management does not expect the fair value changes
to be material to the financial statements.
NOTE 40: CAPITAL MANAGEMENT

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy
capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and
makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital
structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Company’s adjusted net debt to equity ratio as follows:

(` in crore)
March 31, 2023 March 31, 2022
Gross Debt 89.01 89.56
Less: Cash and Cash Equivalent 99.26 94.90
Net debt (A) (10.25) (5.34)
Total Equity (B) 816.11 714.45
Gearing ratio (A/B) - -
Since net debt is negative Gearing ratio is “0”.

NOTE 41: RELATIONSHIP WITH STRUCK OFF COMPANIES

The information about transaction with struck off Companies (defined under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956) has been determined to the extent such parties have been identified on the basis of the information
available with the Company and the same is relied upon by the auditors.
For the year ended March 31, 2022:

(` in crore)
Particulars 2-5 years More than Total
5 years
Trichy Internet Communication Pvt. Ltd. Payables * 0.00 Vendors
* Value less than ₹ 10,000 is stated at Zero
NOTE 42: ANALYTICAL RATIOS NOTE 44:

Analytical Ratios as per requirements of Schedule III are given The Board of Directors at their meeting held on May 30, 2023
in Statement 3. has recommended dividend of ₹ 1.25 per share (12.5% of FV-
₹ 10) on the outstanding equity shares of nominal value of
NOTE 43: ₹ 10/- each as on record date, subject to shareholder approval
at the ensuing Annual General Meeting.
This has reference to Companies letter dated May 22, 2023 as
submitted to the Stock Exchange relating to Gujarat Pollution
Control Board (“GPCB”) having uploaded an Order on its NOTE 45:
website instructing the Company to prohibit and close the The balance sheet, statement of profit and loss, cash flow
operation at its Vapi’s Pant Unit-I situated at 1504, 1505, 1506, statement, statement of changes in equity, statement of
Phase –III, GIDC, Vapi & Unit - IIsituated at A-2, 2214/2215, significant accounting policies and the other explanatory
Phase No-III, Phase –III, GIDC, Vapi. notes forms an integral part of the financial statements of the
Company for the year ended March 31, 2023.
GPCB has laid down certain conditions and has asked the
Company to fulfil the same. The Company has already fulfilled NOTE 46:
several of the conditions laid down by GPCB. It is already in
Figures of the previous period have been regrouped/
the process of taking necessary steps to comply with other
reclassified wherever necessary including to conform to
instructions of GPCB and to resume operations at the site as
current period’s classification.
soon as possible. The management does not expect significant
impact in its operations in the ensuing year which requires any
adjustments to the assets and liabilities in its balance sheet.



STATEMENT 1: RETURNS/STATEMENTS SUBMITTED TO THE BANK BY THE HOLDING COMPANY
180
Sr. No. Quarter Name of bank Particulars of March 31, 2023 (Amount in crore)
Securities Provided
Amount as per books Amount as reported in Amount of difference Reason for
of account the quarterly return/ material discrepancies
statement

1 Q1 Bank of Baroda Books Debts 440.44 527.10 (86.66)
2 Q1 Bank of Baroda Trade payable 253.96 267.64 (13.68)
4 Q2 Bank of Baroda Trade payable 369.35 332.53 36.83
Refer Foot Notes
Sr. No. Quarter Name of bank Particulars of March 31, 2022 (Amount in crore)
Securities Provided
Amount as per books Amount as reported in Amount of difference Reason for
of account the quarterly return/ material discrepancies
statement
1 Q1 Bank of Baroda Books Debts 449.91 442.33 7.58
3 Q3 Bank of Baroda Books Debts 508.88 529.82 (20.94) Refer Foot Notes
Foot Note:
1. The quarterly statements of inventories filed by the Company with the bank are in agreement with the books of acounts.
2. Quarterly statement submitted to the bank are subject to adjustment towards credit balances or debit balances of the same party (towards purchase and sales) and exchange
fluctuation.
3. Quarterly Statement filed with the Banks are based on Bill dates.
4. Quarterly Statement filed with the Banks are considering the balances of only Raw Material and Packing Material Vendors.
5. Quarterly Statement filed with the Banks are without considering the Advance to Suppliers and Advance from Customers.
STATEMENT 2: RELATED PARTY TRANSACTIONS - Raghuram K Shetty (Managing director)

A. Relationship - Sujata S Shetty (Whole time and executive director)
Wholly Owned Subsidiary - Vanita R Shetty (Whole time and executive director)
- Mikusu India Private Limited
- Shriraj S Shetty
- Heranba Organics Private Limited
- Raunak R Shetty (Whole time and executive director)
Enterprises over which key management personnel and - Shreya Shetty
their relatives exercise control
- Roshan R Shetty
- Sams Industries Limited
- Sadashiv Shetty - HUF
Key Management Personnel and their Relatives
- Raghuram Shetty - HUF
- Sadashiv K Shetty (Chairman and executive director)
B. The following are the transactions with related parties

Related party transactions
(` in crore)
Sr. No. Nature of transaction Subsidiary Key Enterprises Total
Companies management where
personnel, significant
their relatives influence exists
i. Sales of Goods 20.32 - - 20.32
(Previous Year) - - - -
Mikusu India Private Limited 20.32 - - 20.32
- - - -
ii. Purchase of Goods 1.36 - - 1.36
- - - -
iii. Loan Given to Subsidiaries 53.50 - - 53.50
- - - -
Heranba Organics Private Limited 46.46 - - 46.46
- - - -
iv. Interest income on loan 0.78 - - 0.78
- - - -
- - - -
v. Rent Income 0.58 - - 0.58
- - - -
- - - -
vi. Investment in subsidiaries 0.15 - - 0.15
- - - -
- - - -
vii Sale of Capital Work in Progress 7.01 - - 7.01
- - - -

182
(` in crore)
viii. Professional Charges - 0.18 - 0.18
(Previous Year) - (0.18) - (0.18)
Mrs. Shreya M. Shetty - 0.18 - 0.18
- (0.18) - (0.18)
ix. Payment of Dividend - 5.82 0.17 5.99
(Previous Year) - (2.09) (0.04) (2.13)
Sadashiv K Shetty - 1.44 - 1.44
- (0.50) - (0.50)
Raghuram K Shetty - 2.37 - 2.37
- (0.83) - (0.83)
Sujata S Shetty - 0.65 - 0.65
- (0.23) - (0.23)
Vanita R Shetty - 0.40 - 0.40
- (0.14) - (0.14)
Shriraj S Shetty - 0.17 - 0.17
- (0.06) - (0.06)
Raunak R Shetty - 0.13 - 0.13
- (0.10) - (0.10)
Shreya Shetty - 0.19 - 0.19
- (0.07) - (0.07)
Roshan R Shetty - 0.13 - 0.13
- (0.04) - (0.04)
Sadashiv K Shetty - HUF - 0.06 - 0.06
- (0.02) - (0.02)
Raghuram K Shetty - HUF - 0.28 - 0.28
- (0.10) - (0.10)
Sams Industries Limited - - 0.17 0.17
- - (0.04) (0.04)
x. Remuneration of key - 7.76 - 7.76
management personnel
(Previous Year) - (11.13) - (11.13)
- (1.55) - (1.55)
- (8.94) - (8.94)
- (0.13) - (0.13)
- (0.13) - (0.13)
- (0.14) - (0.14)
- (0.24) - (0.24)
xi. Salary to relative of key - 0.02 - 0.02
management personnel - - - -
(Previous Year)
- - - -
- - - -

(` in crore)
xii. Guarantee given by Directors to - 86.90 86.90
Bank - Outstanding Balance
(Previous Year) - (89.56) (89.56)
Guarantee given by Directors to Bank - 86.90 - 86.90
- (89.56) - (89.56)
xiii. Loans & Advances - 53.50 - - 53.50
Outstanding Balance
Heranba Organics Private Limited 46.46 46.46
- - - -
- - - -
xiv. Trade Recievables - 11.64 - - 11.64
Outstanding Balance
- - - -
(Previous year figures are given in brackets.)
Related party relationships are as identified by the Company and relied upon by the auditors.
The managerial personnel are eligible for retirement benefits viz., gratuity and compensated absences in accordance with the
policy of the Company. The proportionate retirement benefit expense pertaining to the managerial personnel has not been included
in the aforementioned disclosures as this is provided in the books of account on the basis of actuarial valuation for the Company
as a whole and hence individual amount cannot be determined.
Terms and conditions

All transactions with these related parties are priced on an arm’s length basis. None of the balance is secured.
STATEMENT 3: ANALYTICAL RATIOS
Sr. No. Quarter Numerator/ Ratio Ratio % Reason for variance

Denominator (2022-23) (2021-22) of Variation
1 Current ratio Current Asset 2.53 2.29 10.52%
Current Liabilities
2 Debt-Equity ratio Total Debts 0.11 0.13 -12.99%
Shareholders Equity
3 Debt Service Earnings available 15.43 42.85 -64.00% Revenue and
Coverage ratio for debt service Margins have
Debt Service gone down
4 Return on Equity Net Profits after taxes - 14.39% 26.46% -45.62% Revenue and
ratio (ROE) Preference Dividend Margins have
Average gone down
Shareholder’s Equity
5 Inventory Cost of goods sold 3.21 4.41 -27.22% Carrying days of
Turnover ratio OR sales Inventory has gone
Average Inventory up during the CY
6 Trade Receivables Net Credit Sales 3.17 3.64 -12.73%
Turnover ratio Average
Accounts Receivable

184
Sr. No. Quarter Numerator/ Ratio Ratio % Reason for variance

Denominator (2022-23) (2021-22) of Variation
7 Trade payables Other Expenses Excl. 5.06 5.09 -0.57%
Turnover ratio Bad Debts w/off and
Expected Credit Loss
Provision, Donation
and CSR Average
Trade Payables
8 Net Capital Net Sales 2.65 3.36 -21.18%
Turnover ratio Average working capital
9 Net Profit ratio Net Profit after Tax 8.31% 13.04% -36.22% Revenue and
Net Sales Margins have
gone down
10 Return on Capital Earning before interest 16.80% 32.25% -47.92% Revenue and
Employed (ROCE) and taxes Margins have
Capital Employed gone down
11 Return on {MV(T1) – MV(T0) - 3.71% 0.00% 100.00% Investment is made
Investment (ROI) Sum [Csss(t)]} during the year
{MV(T0) + Sum [W(t) *
C(t)]}
The return on investment is computed on the basis of distribution amount received by the Company from the AIF.

Independent Auditor’s Report

To
The Members of
Report on the Audit of the Consolidated Financial Statements
OPINION BASIS FOR OPINION

We have audited the accompanying Consolidated Financial We conducted our audit of the Consolidated Financial
Statements of Heranba Industries Limited (hereinafter referred Statements in accordance with the Standards on Auditing (SAs)
to as the “Holding Company”) and its Subsidiaries (The Holding specified under section 143(10) of the Act. Our responsibilities
Company and its Subsidiaries together referred to as “the under those Standards are further described in the Auditor’s
Group”) which comprise the Consolidated Balance Sheet as at Responsibilities for the Audit of the Consolidated Financial
March 31, 2023, the Consolidated Statement of Profit and Loss Statements section of our report.
(including Consolidated Other Comprehensive Income), and the
Consolidated Statement of Changes in Equity for the year then We are independent of the Group in accordance with the Code
ended, and notes to the Consolidated Financial Statements, of Ethics issued by the Institute of Chartered Accountants of
including a summary of Significant Accounting Policies and India together with the ethical requirements that are relevant to
other explanatory information (hereinafter referred to as the our audit of the Consolidated Financial Statements under the
“Consolidated Financial Statements”). provisions of the Act, and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with
In our opinion and to the best of our information and according these requirements and the Code of Ethics. We believe that the
to the explanations given to us, the aforesaid Consolidated audit evidence we have obtained is sufficient and appropriate
Financial Statements give the information required by the Act in to provide a basis for our opinion on the Consolidated
the manner so required and give a true and fair view in conformity Financial Statements.
with the Accounting Standards prescribed under section 133 of
the Companies Act, 2013, as amended (“the Act”) read with EMPHASIS OF MATTER
the Companies (Indian Accounting Standards) Rules, 2015 as
We draw attention to Note 42 to the Consolidated Financial
amended, (“Ind AS”) and other accounting principles generally
Statements, regarding an order from Gujarat Pollution Control
accepted in India, of the consolidated state of affairs of the
Board (“GPCB”) instructing the Holding Company to prohibit
Group as at March 31, 2023, their consolidated profit (including
and close operations at Vapi’s Plant Unit-I & Unit-II. The Holding
Consolidated Other Comprehensive Income), and consolidated
Company is analyzing the said order and taking appropriate
statement of changes in equity for the year ended on that date. measures as advised before the GPCB to remedy the situation
and seek relief against the said order. The management of the
Holding Company has asserted that there will be no significant
impact on the operations for the ensuing year. We have relied on
the Holding Company’s management assertion in this regard.
Our opinion is not modified in respect of this matter.
KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Sr. No. Key Audit Matter Auditors’ Response

1 Revenue Recognition Our procedures included, amongst others:
The timing of revenue recognition is • We assessed the compliance of the revenue recognition accounting
relevant to the reported performance of policies against the requirements of Indian Accounting Standards
the Company. (“Ind AS”).
• We evaluated the design and operating effectiveness of the relevant
We identified revenue recognition key financial controls with respect to revenue recognition on selected
as a key audit matter because of the transactions.
quantum of revenue and the time and
• Using statistical sampling, we tested the terms of the revenue
audit effort involved in auditing the
contracts against the recognition of revenue based on the underlying
terms of the customers contract and the
documentation and records and evaluated accuracy and existence
revenue recognized.
of the revenue being recognised in the correct accounting period.

186
Sr. No. Key Audit Matter Auditors’ Response

• We tested the accuracy and existence of revenue recognized at year
end. On a sample basis, we evaluated the revenue being recognised
in the correct accounting period.
We have assessed the adequacy of disclosures in the Standalone
Financial Statements against the requirements of Ind AS 115, Revenue
from contracts with customers
2 Inventory Valuation Our procedures included, amongst others:
Inventory represents a significant portion • We understood and evaluated the process relating to determination
of total assets as at March 31, 2023, with of net realizable value of inventories and identification of slow
carrying value of ` 297.16 crore, in the moving, expired and obsolete inventories,
books of Holding Company.
• We attended stock counts to identify whether any inventory was
obsolete,
Inventories are valued at lower of cost
and net realizable value. The Company • We assessed the basis for the inventory valuation, the consistency
writes down inventories to net realizable in policy and the rationale in its application,
value on account of obsolescence, expiry
• We tested the accuracy of the ageing of inventories based on system
and non-moving inventory, based on
generated reports,
management’s assessment.
• We reviewed the testing done for net realizable value of inventories
Assessing net realizable value and and future plans for consumptions,
identification of slow moving, expired
• We tested the arithmetical accuracy of valuation files; and
and obsolete inventory are areas which
require use of significant judgements and We have assessed the appropriateness of disclosures in the
owing to the inherent complexities, this is Standalone Financial Statements in accordance with the applicable
considered to be a key audit matter. accounting standards.
INFORMATION OTHER THAN THE these Consolidated Financial Statements in terms of the
CONSOLIDATED FINANCIAL STATEMENTS requirements of the Act that give a true and fair view of
the consolidated financial position, consolidated financial
AND AUDITORS’ REPORT THEREON performance (including Consolidated Other Comprehensive
The Holding Company’s Management and Board of Income), and consolidated changes in equity of the Group in
Directors are responsible for the Other Information. The accordance with the accounting principles generally accepted
Other Information comprises the information included in the in India, including the Indian Accounting Standards specified
Holding Company’s Annual Report excluding the Standalone under section 133 of the Act. The respective Board of Directors
and Consolidated Financial Statements and our Independent of the companies included in the Group are responsible for the
Auditors’ Report thereon. maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
Our opinion on the Consolidated Financial Statements does of the Group and for preventing and detecting frauds and
not cover the Other Information and we do not and will not other irregularities; selection and application of appropriate
express any form of assurance or conclusion thereon. accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
In connection with our audit of the Consolidated Financial and maintenance of adequate internal financial controls,
Statements, our responsibility is to read the Other Information that were operating effectively for ensuring the accuracy
identified above and, in doing so, consider whether the Other and completeness of the accounting records, relevant to the
Information is materially inconsistent with the Consolidated preparation and presentation of the Consolidated Financial
Financial Statements, or our knowledge obtained in the audit, Statements that give a true and fair view and are free from
or otherwise appears to be materially misstated. material misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the
If, based on the work we have performed on the other Consolidated Financial Statements by the Directors of the
information that we obtained prior to the date of this Auditor’s Holding Company, as aforesaid.
Report, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We In preparing the Consolidated Financial Statements, the
have nothing to report in this regard. respective Management and Board of Directors of the
companies included in the Group are responsible for assessing
RESPONSIBILITIES OF MANAGEMENT AND the ability of the Group to continue as a going concern,
THOSE CHARGED WITH GOVERNANCE disclosing, as applicable, matters related to going concern
FOR THE CONSOLIDATED FINANCIAL and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease
STATEMENTS
operations, or has no realistic alternative but to do so.
The Holding Company’s Management and Board of Directors
are responsible for the preparation and presentation of

The respective Board of Directors of the companies included Materiality is the magnitude of misstatements in the
in the Group are also responsible for overseeing the financial Consolidated Financial Statements that, individually or in
reporting process of the Group. aggregate, make it probable that the economic decisions of a
reasonably knowledgeable user of the Consolidated Financial
AUDITOR’S RESPONSIBILITIES FOR THE Statements may be influenced. We consider quantitative
AUDIT OF THE CONSOLIDATED FINANCIAL materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and
STATEMENTS (ii) to evaluate the effect of any identified misstatements in the
Our objectives are to obtain reasonable assurance about Consolidated Financial Statements.
whether the Consolidated Financial Statements as a whole
are free from material misstatement, whether due to fraud or We communicate with those charged with governance
error, and to issue an auditor’s report that includes our opinion. regarding, among other matters, the planned scope and
Reasonable assurance is a high level of assurance but is not timing of the audit and significant audit findings, including
a guarantee that an audit conducted in accordance with SAs any significant deficiencies in internal control that we identify
will always detect a material misstatement when it exists. during our audit.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably We also provide those charged with governance with a
be expected to influence the economic decisions of users taken statement that we have complied with relevant ethical
on the basis of these Consolidated Financial Statements. requirements regarding independence, and to communicate
with them all relationships and other matters that may
As part of an audit in accordance with SAs, we exercise reasonably be thought to bear on our independence, and
professional judgment and maintain professional skepticism where applicable, related safeguards.
throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the OTHER MATTER
Consolidated Financial Statements, whether due to fraud or Attention is invited to Note 45 of the Consolidated Financials
error, design and perform audit procedures responsive to Statement highlighting the fact that the Holding Company has
those risks, and obtain audit evidence that is sufficient and prepared Consolidated Financial results for the first time in
appropriate to provide a basis for our opinion. The risk of June 30, 2022, and therefore the comparative figures for the
not detecting a material misstatement resulting from fraud is year ended March 31, 2023 are not presented.
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, REPORT ON OTHER LEGAL AND
or the override of internal control. REGULATORY REQUIREMENTS
2. Obtain an understanding of internal control relevant to 1. As required by the Companies (Auditor’s Report) Order,
the audit in order to design audit procedures that are 2020 (“the Order”), issued by the Central Government
appropriate in the circumstances. Under section 143(3) of India in terms of sub-section 11 of section 143 of
(i) of the Act we are also responsible for expressing our The Companies Act, 2013, we give in the attached
opinion on whether the Company has adequate internal “Annexure A”, a statement of the matter specified in
financial controls with reference to Consolidated Financial paragraphs 3 and 4 of the Order, to the extent applicable.
Statements in place and the operating effectiveness of
2. As required by Section 143(3) of the Act, we report that:
such controls.
a. We have sought and obtained all the information and
3. Evaluate the appropriateness of accounting policies used explanations, which to the best of our knowledge and
and the reasonableness of accounting estimates and belief were necessary for the purposes of our audit of
related disclosures made by management. the aforesaid Consolidated Financial Statements.
4. Conclude on the appropriateness of management’s use b. In our opinion, proper books of account as required
of the going concern basis of accounting and, based by law relating to preparation of the aforesaid
on the audit evidence obtained, whether a material Consolidated Financial Statements have been kept
uncertainty exists related to events or conditions that may so far as it appears from our examination of those
cast significant doubt on the Group’s ability to continue books and the reports of the other auditors.
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention c. The Consolidated Balance Sheet, the Consolidated
in our auditor’s report to the related disclosures in the Statement of Profit and Loss (including Other
Consolidated Financial Statements or, if such disclosures Comprehensive Income), and the Consolidated
are inadequate, to modify our opinion. Our conclusions Statement of Changes in Equity, dealt with by this
are based on the audit evidence obtained up to the date of Report are in agreement with the relevant books of
our auditor’s report. However, future events or conditions accounts, workings and records maintained for the
may cause the Group to cease to continue as a going purpose of preparation of the Consolidated Financial
concern. Statements.
5. Evaluate the overall presentation, structure and content d. In our opinion, the Consolidated Financial Statements
of the Consolidated Financial Statements, including the comply with the Ind AS specified under Section
disclosures, and whether the Consolidated Financial 133 of the Act, read with Rule 7 of the Companies
Statements represent the underlying transactions and (Accounts) Rules, 2014.
events in a manner that achieves fair presentation.

188
e. On the basis of the written representations received b. The management has represented that,
from the directors of the Holding Company as on to the best of its knowledge and belief no
March 31, 2023, taken on record by the Board of funds have been received by the Company
Directors of the Holding Company and the report of from any person(s) or entity(ies) including
the statutory auditors of its subsidiary companies foreign entities (“Funding Parties”), with the
incorporated in India, none of the directors of the Group understanding, whether recorded in writing or
companies incorporated in India are disqualified as on otherwise, that the Company shall, whether,
March 31, 2023 from being appointed as a director in directly or indirectly lend or invest in other
terms of Section 164(2) of the Act. persons or entities identified in any manner
whatsoever by or on behalf of the Funding
f. With respect to the adequacy of internal financial Party (“Ultimate Beneficiaries”) or provide any
controls with reference to Consolidated Financial guarantee, security or the like on behalf of the
Statements of the Holding Company and its subsidiaries Ultimate Beneficiaries,
incorporated in India and the operating effectiveness
of such controls, refer to our separate report in c. Based on such audit procedures considered
“Annexure B”. Our report expresses an unmodified reasonable and appropriate in the
opinion on the adequacy and operating effectiveness of circumstances, nothing has come to our
the Company’s internal financial controls with reference notice that has caused us to believe that the
to Consolidated Financial Statements. representations under sub-clause (iv(a.))
and (iv(b.)) above contain any material
g. With respect to the other matters to be included in the misstatement.
Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended. v. In the matter of dividend proposed, declared
and paid during the previous year by the Holding
In our opinion and to the best of our information Company:
and according to the explanations given to us, the
remuneration paid by the Holding Company to its i. The final dividend proposed in the previous
directors during the year is in accordance with the year, declared and paid by the Holding
provisions of section 197 of the Act. Company during the year, is in accordance
with Section 123 of the Act.
h. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of ii. As stated in note no 43 to the Consolidated
the Companies (Audit and Auditors) Rules, 2014, in Financial Statements, the Board of
our opinion and to the best of our information and Directors of the Holding Company has
according to the explanations given to us: proposed final dividend for the year which
is subject to the approval of the members
i. The Consolidated Financial Statements at the ensuing Annual General Meeting.
discloses the impact of pending litigations on The amount of the dividend proposed is in
the consolidated financial position of the Group accordance with section 123 of the Act.
- Refer Note 31 to the Consolidated Financial
Statements. vi. Proviso to Rule 3 (1) of the Companies
(Accounts) Rules, 2014 for maintaining books of
ii. The Group did not have any long-term contracts
account using accounting software which has a
including derivative contracts for which there
feature of recording audit trail (edit log) facility
were material foreseeable losses.
is applicable to the Group with effect from April
iii. There are no amounts which are required to be 01, 2023, and accordingly, reporting under Rule
transferred to Investor Education and Protection 11(g) of Companies (Audit and Auditors) Rules,
Fund by the Holding Company and its subsidiary 2014 is not applicable for the financial year
companies incorporated in India. ended March 31, 2023.
iv. a. The management has represented that, to the

best of their knowledge and belief, no funds have
been advanced or loaned or invested (either
from borrowed funds or share premium or any
other sources or kind of funds) by the Company
to or in any other person(s) or entity(ies), For Natvarlal Vepari & Co.
including foreign entities (“intermediaries”) Chartered Accountants
with the understanding whether recorded in Firm Registration No.: 106971W
writing or otherwise, that the intermediary
shall, whether directly or indirectly lend or N Jayendran
invest in other persons or entities identified in Partner
any manner whatsoever by or on behalf of the Membership No.: 040441
Company (“Ultimate Beneficiaries”) or provide UDIN:
any guarantee, security, or the like on behalf of
the Ultimate Beneficiaries. Date: May 30, 2023
Place: Mumbai

Annexure - A
To the Independent Auditors’ Report on the Consolidated Financial Statements of Heranba Industries Limited
As required by clause 3(xxi) of the Companies (Auditors Report) Order, 2020 relating to any qualifications or adverse remarks by
the respective auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies included in the Consolidated
Financial Statements, we report herein below in the table qualifications/adverse reporting by the auditors.
Sr. No. Name of the Company/CIN Relationship Holding/ Clause number of the
Subsidiary/Associate/ Caro report which is
Joint Venture qualified or adverse.
1. Heranba Industries Limited Holding 3(ii) (b)
CIN - L24231GJ1992PLC017315
2. Heranba Organics Private Limited Subsidiary 3(xvii)
CIN - U24110MH2022PTC389547
3. Mikusu India Private Limited Subsidiary 3(xvii)
CIN - U24299MH2022PTC380276

N Jayendran
Partner
UDIN:
Date: May 30, 2023

Place: Mumbai

190
Annexure - B
To The Auditors’ Report
Report on the Internal Financial Controls with reference to Consolidated Financial Statements under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013 (“the Act”).
In conjunction with our audit of the Consolidated Financial Statements (Financial Statements) of the Holding Company as of
and for the year ended March 31, 2023, we have audited the internal financial controls with reference to Consolidated Financial
Statements of Heranba Industries Limited (hereinafter referred to as (‘the Holding Company’)) and its subsidiaries which are
companies incorporated in India, as of that date.
MANAGEMENT’S RESPONSIBILITY FOR internal control based on the assessed risk. The procedures
INTERNAL FINANCIAL CONTROLS selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the
The respective Board of Directors of the Holding Company,
financial statements, whether due to fraud or error.
and its subsidiaries which are companies incorporated in
India are responsible for establishing and maintaining internal
We believe that the audit evidence obtained, is sufficient and
financial controls based on the internal control with reference
appropriate to provide a basis for our audit opinion on the
to Consolidated Financial Statements criteria established by
Holding Company’s internal financial controls system with
the Holding Company considering the essential components
reference to Consolidated Financial Statements.
of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued
by the Institute of Chartered Accountants of India (‘ICAI’). MEANING OF INTERNAL FINANCIAL
These responsibilities include the design, implementation CONTROLS WITH REFERENCE TO
and maintenance of adequate internal financial controls that CONSOLIDATED FINANCIAL STATEMENTS
were operating effectively for ensuring the orderly and efficient A Company’s internal financial control with reference to
conduct of its business, including adherence to Company’s Consolidated Financial Statements is a process designed
policies, the safeguarding of its assets, the prevention and to provide reasonable assurance regarding the reliability of
detection of frauds and errors, the accuracy and completeness financial reporting and the preparation of financial statements
of the accounting records, and the timely preparation of reliable for external purposes in accordance with generally accepted
financial information, as required under the Act. accounting principles. A Company’s internal financial
control with reference to Consolidated Financial Statements
AUDITORS’ RESPONSIBILITY includes those policies and procedures that (1) pertain to the
Our responsibility is to express an opinion on the internal maintenance of records that, in reasonable detail, accurately
financial controls with reference to Consolidated Financial and fairly reflect the transactions and dispositions of the
Statements of the Holding Company and its Subsidiaries which assets of the Company; (2) provide reasonable assurance that
are companies incorporated in India, based on our audit. We transactions are recorded as necessary to permit preparation
conducted our audit in accordance with the Guidance Note on of Consolidated Financial Statements in accordance with
Audit of Internal Financial Controls Over Financial Reporting generally accepted accounting principles, and that receipts
(the “Guidance Note”) and the Standards on Auditing, issued and expenditures of the Company are being made only in
by ICAI and deemed to be prescribed under section 143(10) of accordance with authorisations of management and directors
the Act, to the extent applicable to an audit of internal financial of the Company; and (3) provide reasonable assurance
controls, both applicable to an audit of Internal Financial regarding prevention or timely detection of unauthorised
Controls and, both issued by the Institute of Chartered acquisition, use, or disposition of the Company’s assets that
Accountants of India. Those Standards and the Guidance Note could have a material effect on the financial statements.
require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about INHERENT LIMITATIONS OF INTERNAL
whether adequate internal financial controls with reference FINANCIAL CONTROLS WITH REFERENCE TO
to Consolidated Financial Statements was established and CONSOLIDATED FINANCIAL STATEMENTS.
maintained and if such controls operated effectively in all
material respects. Because of the inherent limitations of financial controls with
reference to Consolidated Financial Statements, including
Our audit involves performing procedures to obtain audit the possibility of collusion or improper management override
evidence about the adequacy of the internal financial controls of controls, material misstatements due to error or fraud may
system with reference to Consolidated Financial Statements occur and not be detected. Also, projections of any evaluation
and their operating effectiveness. Our audit of internal financial of the internal financial controls with reference to Consolidated
controls with reference to Consolidated Financial Statements Financial Statements to future periods are subject to the risk
included obtaining an understanding of internal financial that the internal financial control with reference to Consolidated
controls with reference to Consolidated Financial Statements, Financial Statements may become inadequate because of
assessing the risk that a material weakness exists, and testing changes in conditions, or that the degree of compliance with
and evaluating the design and operating effectiveness of the policies or procedures may deteriorate.

OPINION
In our opinion, the Holding Company and its subsidiaries, which are companies incorporated in India, have, in all material respects,
an adequate internal financial controls system with reference to Consolidated Financial Statements and such internal financial
controls with reference to Consolidated Financial Statements were operating effectively as at March 31, 2023, based on the
internal control over financial reporting criteria established by the Holding Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

N Jayendran
Partner
UDIN:
Date: May 30, 2023

Place: Mumbai

192
Consolidated Balance Sheet

(` in crore)
Particulars Note As at
No. March 31, 2023
Assets
Non-Current Assets
(A) Property, Plant And Equipment 2 208.52
(B) Capital Work-In-Progress 2 71.73
(C) Financial Assets
(i) Investments 3 0.77
(ii) Loans -
(iii) Other Financial Assets 4 5.81
(D) Deferred Tax Assets (Net) 5 7.92
(E) Other Non-Current Assets 6 23.37
Total Non-Current Assets 318.12
Current Assets
(A) Inventories 7 303.59
(B) Financial Assets
(i) Investments 3 -
(ii) Trade Receivables 8 386.18
(iii) Cash And Cash Equivalents 9 100.06
(iv) Bank Balances Other Than (Ii) Above 10 19.37
(v) Other Financial Assets 4 2.87
(C) Other Current Assets 6 32.09
Total Current Assets 844.16
Total Assets 1,162.28
Equity And Liabilities
Equity
(A) Equity Share Capital 11 40.01
(B) Other Equity 12 770.36
Total Equity 810.37
Liabilities
Non-Current Liabilities
(i) Long Term Borrowings -
(ii) Lease Liabilities 13 3.51
(iii) Other Financial Liabilities 14 -
(B) Provisions 15 8.99
Total Non-Current Liabilities 12.50
Current Liabilities
(i) Short Term Borrowings 16 89.01
(ii) Lease Liabilities 13 0.48
(iii) Trade Payables 17
- Dues Of Micro And Small Enterprise 14.47
- Dues Of Other Than Micro And Small Enterprise 174.85
(iv) Other Financial Liabilities 14 43.08
(B) Other Current Liabilities 18 8.09
(C) Provisions 15 1.63
(D) Current Tax Liabilities (Net) 19 7.80
Total Current Liabilities 339.41
Total Liabilities 351.91
Total Equity And Liabilities 1,162.28



Consolidated Statement of Profit and Loss

(` in crore)
Particulars Note For the year
2022-23
I INCOME
Revenue from Operations 20 1,318.82
Other Income 21 12.22
TOTAL INCOME 1,331.04
II EXPENSES
Cost of materials consumed 22 907.99
Purchase of stock in trade 7.30
Changes in Inventories of Finished Goods and Work-in-Progress 23 (33.32)
Employee Benefit Expenses 24 67.06
Finance Costs 25 7.94
Depreciation and Amortisation Expenses 26 22.73
Other Expenses 27 213.76
TOTAL EXPENSES 1,193.46
III Profit before Tax 137.58
IV Tax Expense 28
(a) Current Tax 38.87
(b) (Excess)/Short provision for taxation in respect of earlier years (0.49)
(c) Deferred tax charge/(credit) (5.17)
33.21
V Profit for the Year 104.37
VI OTHER COMPREHENSIVE INCOME
Items that will not be reclassified to profit or loss
- Remeasurement of the net defined benefit liability/asset 0.14
- Taxes thereon (0.03)
Items that will be reclassified to profit or loss
- Fair Value of Investment -
- Time value of derivatives designated as cash flow hedges 0.11
- Taxes thereon (0.03)
VII Total other Comprehensive Income 0.19
VIII Total Comprehensive Income for the year 104.56
Earning per share (Basic and diluted) 29 26.08



194
Consolidated Statement of Changes in Equity

A. EQUITY SHARE CAPITAL

Particulars As at March 31, 2023

Number Face value (₹ In
of shares ₹ per share crore)
Opening balance 4,00,13,467 10.00 40.01
Changes due to prior period errors
Restated balance at the beginning of the current reporting period 4,00,13,467 10.00 40.01
Changes during the current year - - -
Balance at the end 4,00,13,467 10.00 40.01
B. OTHER EQUITY
Securities Capital General Retained Debts Effective Remeasurement
Premium Redemption reserve Earnings Instruments portion of of net defined
reserve Reserve through Other Flow Hedges benefit
Comprehensive (Net of Tax) (Net of Tax)
Income
(Net of Tax)
Balance at April 01, 2022 58.18 0.25 46.75 569.02 0.63 (0.09) (0.30) 674.44
Less: Classified to Profit and Loss - - - - (0.63) - - (0.63)
on realisation
Items of other Comprehensive Income: - - - - - - 0.10 0.10
Time value of derivatives designated as cash - - - - - 0.08 - 0.08
flow hedges
Balance at March 31, 2023 58.18 0.25 46.75 665.39 - (0.01) (0.20) 770.36


Notes to the Consolidated Financial Statements

A. COMPANY OVERVIEW
HERANBA INDUSTRIES LIMITED is a public limited Company domiciled in India, incorporated in 1992 under the Companies Act,
1956. The Company is principally engaged in the business of manufacturing and sale of Agro chemical products. The registered
office of the Company is located at Vapi, Gujarat.
The Consolidated Financial Statements are approved for issue by the Company’s Board of Directors on May 30, 2023.
B. PRINCIPLES OF CONSOLIDATION
• The Consolidated Financial Statements relate to the Company, and its two Subsidiaries (the holding and subsidiaries
together referred to as “The Group”. The Consolidated Financial Statements have been prepared in accordance with Indian
Accounting Standard - 110 “Consolidated Financial Statement” of the Companies (Indian Accounting Standards) Rules 2015
as amended by the Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and other relevant provisions of
the Act. The Consolidated Financial Statements have been prepared on the following basis:
• The Consolidated Financial Statements of the subsidiary companies are consolidated online-by-line basis adding together
like items of assets, liabilities, equity, income and expenses. Inter Company balances and transactions including unrealized
gain/loss on such transactions are eliminated upon consolidation. These Consolidated Financial Statements are prepared by
applying uniform accounting policies in use at that group.
The list of subsidiaries included in consolidation and Company’s holding therein are as under:
Name of the Companies Relationship Country % of Ultimate

of Incorporation Holding (2022-23)
Mikusu India Private Limited Subsidiary India 100%
Heranba Organics Private Limited Subsidiary India 100%
C. BASIS OF PREPARATION OF and expected settlement of the respective asset and

CONSOLIDATED FINANCIAL STATEMENTS liability within a period of 12 months from the reporting
date as required by Schedule III to the Companies Act,
• The Consolidated Financial Statements of the Company
2013.
comprises the Consolidated statement of assets and
liabilities as at March 31, 2023, the Consolidated statement
• Accounting policies have been consistently applied except
of profit and loss (including other comprehensive income),
where newly issued India accounting standard is initially
the statement of changes in equity, the Consolidated
adopted or a revision to an existing accounting standard
statement of cash flow for the year ended March 31,
requires a change in the accounting policy hitherto in use.
2023, the summary of statement of significant accounting
policies, and other explanatory information (collectively,
• The Consolidated Financial Statements are presented in
the “Consolidated financial statements”), as approved by
Indian Rupees (‘INR’) and all values are rounded to the
the Board of Directors of the Company at their meeting
nearest crore, except otherwise indicated.
held on May 30, 2023.
• These Consolidated Financial Statements have been D. SIGNIFICANT ACCOUNTING JUDGMENTS,

prepared in accordance with the Companies (Indian ESTIMATES AND ASSUMPTIONS.
Accounting Standards), Rules, 2015, as amended • The preparation of Consolidated Financial Statements
(referred to as “IND AS”) as prescribed under section 133 requires management’s judgments, estimates and
of the Companies Act, 2013. assumptions that impacts the reported amounts of
revenues, expenses, assets and liabilities, and the
• These Consolidated Financial Statements are prepared accompanying notes thereon. Uncertainty about these
under the historical cost convention on the accrual assumptions and estimates could result in outcomes
basis except for certain financial instruments, which that might require a material adjustment to the carrying
are measured at fair values, which are disclosed in the amount of assets or liabilities in future periods.
Consolidated Financial Statements.
• Estimates:
• The classification of assets and liabilities of the Company The preparation of the Consolidated Financial Statements
is done into current and non-current based on the in conformity with IND AS requires management to make
operating cycle of the business of the Company. The estimates, judgments, and assumptions. These estimates,
operating cycle of the business of the Company is less judgments and assumptions affect the application of
than 12 months and therefore all current and non-current accounting policies and the reported amounts of assets
classifications are done based on the status of reliability

196
and liabilities, the disclosures of contingent assets and only if there has been a change in the assumptions
liabilities at the date of Consolidated Financial Statements used to determine the asset’s recoverable amount
and reported amounts of revenues and expenses during since the last impairment loss was recognised.
the period. Accounting estimates could change from
period to period. Actual results could differ from those d. Impairment of investment in subsidiaries and
estimates. Appropriate changes in estimates are made investments:
as management becomes aware of circumstances For determining whether the investments in
surrounding the estimates. Changes in estimates are subsidiaries, joint ventures, and associates as well as
reflected in the Consolidated Financial Statements in the other investments are impaired requires an estimate
period in which changes are made and if material, their in the value in use of investments. In considering the
effects are disclosed in the notes to the Consolidated value in use, the Company has estimated the future
Financial Statements. cash flow, capacity utilization, operating margins, and
other factors of the underlying businesses/operations
• Judgments: of the investee companies. Any subsequent changes
The Company’s management has made the following to the cash flows due to changes in the above-
judgments, which have the most significant effect on mentioned factors could impact the carrying value of
the amounts recognised in the Consolidated Financial investments.
Statements, while formulating the Company’s accounting
policies: e. Inventories:
The Company estimates the net realisable value
a. Defined benefit plans (gratuity benefits): (NRV) of its inventories by taking into account
The cost of the defined benefit gratuity plan and estimated selling price, estimated cost of completion,
the present value of the gratuity obligation are estimated costs necessary to make the sale,
determined using actuarial valuations. An actuarial obsolescence considering the past trend. Inventories
valuation involves making various assumptions that are written down to NRV where such NRV is lower
may differ from actual developments in the future. than their cost.
These include the determination of the discount
rate; future salary increases and mortality rates. f. Recognition and measurement of other
Due to the complexities involved in the valuation and provisions:
its long-term nature, a defined benefit obligation is The recognition and measurement of other provisions
highly sensitive to changes in these assumptions. All is based on the assessment of the probability
assumptions are reviewed at each reporting date. of an outflow of resources, past experience and
circumstances known at the closing date. The actual
Discount rate: The said parameter is subject to outflow of resources at a future date may, therefore,
change. In determining the appropriate discount vary from the amount included in other provisions.
rate (for plans operating in India), the management
considers the interest rates of government bonds g. Leases:
in currencies which are consistent with the post-
The Company evaluates if an arrangement qualifies
employment benefit obligation. The underlying
to be a lease as per the requirements of Ind AS
bonds are reviewed periodically for quality. Those
116. Identification of a lease requires significant
having excessive credit spreads are excluded from
judgement. The Company uses significant judgement
the analysis since they do not represent high quality
in assessing the lease term (including anticipated
corporate bonds.
renewals) and the applicable discount rate.
Mortality rate: It is based on publicly available
mortality tables. Those mortality tables tend to E. RECENT PRONOUNCEMENTS:
change at an interval in response to demographic Ministry of corporate affairs (MCA) notifies new standard
changes. Prospective increase in salary and gratuity or amendments to the existing standards under the
are based on expected future inflation rates. Companies (Indian Accounting Standards) Rules as
issued and amended from time to time. On March 31,
b. Useful lives of property, plant and equipment: 2023, MCA amended the Companies (Indian Accounting
The Company reviews the useful life of property, Standards) Rules, 2015 by issuing the Companies
plant and equipment at the end of each reporting (Indian Accounting Standards) Amendment Rules, 2023,
period. This reassessment may result in change in applicable from April 01, 2023, as below:
depreciation expense in future periods.
a. Ind AS 1 - Presentation of Consolidated financial
c. Impairment of property, plant and equipment: statements
For property, plant and equipment and intangibles, The amendments require companies to disclose their
an assessment is made at each reporting date to material accounting policies rather than their significant
determine whether there is an indication that the accounting policies. Accounting policy information,
carrying amount may not be recoverable or previously together with other information, is material when it
recognised impairment losses no longer exist or have can reasonably be expected to influence decisions
decreased. If such indication exists, the Company of primary users of general purpose Consolidated
estimates the assets or CGU’s recoverable amount. Financial Statements. The Company does not expect
A previously recognised impairment loss is reversed this amendment to have any significant impact in its
Consolidated Financial Statements.

b. Ind AS 12 - Income Taxes Dividend income is recognized when the right to

receive dividend is established.
The amendments clarify how companies account
for deferred tax on transactions such as leases and
b) Export Benefits
decommissioning obligations. The amendments
narrowed the scope of the recognition exemption The benefit accrued under the Duty Drawback,
in paragraphs 15 and 24 of Ind AS 12 (recognition Merchandise Export Incentive Scheme and other
exemption) so that it no longer applies to transactions schemes as per the Import and Export Policy in
that, on initial recognition, give rise to equal taxable respect of exports made under the said schemes is
and deductible temporary differences. The Company included as ‘Export Incentives’ under the head ‘Other
is evaluating the impact, if any, in its Consolidated operating revenue’.
Financial Statements.
c) Property Plant and Equipment, Investment
c. Ind AS 8 - Accounting Policies, Changes in Property and Depreciation/Amortisation
Accounting Estimates and Errors
A. Items of Property, plant and equipment including
The amendments will help entities to distinguish Capital-work in-progress are stated at cost, net
between accounting policies and accounting of accumulated depreciation and accumulated
estimates. The definition of a change in accounting impairment losses, if any. Cost comprises the
estimates has been replaced with a definition of purchase price and any attributable cost of
accounting estimates. Under the new definition, bringing the asset to its working condition for
accounting estimates are “monetary amounts in its intended use. Such cost includes the cost of
Consolidated Financial Statements that are subject replacing part of the plant and equipment and
to measurement uncertainty” Entities develop borrowing costs for long term construction projects
accounting estimates if accounting policies require if the recognition criteria are met. Subsequent
items in Consolidated Financial Statements to be expenditure related to an item of fixed asset is
measured in a way that involves measurement added to its book value only if it increases the
uncertainty. The Company does not expect this future benefits from the existing asset beyond its
amendment to have any significant impact in its previously assessed standard of performance.
Consolidated Financial Statements. When significant parts of plant and equipment
are required to be replaced at intervals, the
F. SUMMARY OF SIGNIFICANT ACCOUNTING Company depreciates them separately based
POLICIES on their specific useful lives. All other repair and
maintenance costs are recognized in statement
a) Revenue Recognition of profit or loss as incurred. On transition to IND
The Company recognizes revenue when control over AS for the first time, the Company adopted the
the promised goods or services is transferred to the deemed cost approach mentioned in IND AS 101
customer at an amount that reflects the consideration - First time adoption in respect of its Property,
to which the Company expects to be entitled in Plant and Equipment.
exchange for those goods or services.
B. Depreciation is provided on written down value
The specific recognition criteria described below based on useful life of the assets as prescribed
must also be met before revenue is recognised. in Schedule II to the Companies Act, 2013.
Depreciation on additions to assets or on sale/
A. Sale of goods: disposal of assets is calculated pro-rata from the
The Company recognises revenue generally month of such addition, or up to the month of
at the point in time when the products are such sale/disposal, as the case may be.
delivered to customer or when it is delivered to a
carrier for export sale, which is when the control Asset Category Estimated useful
over product is transferred to the customer. life (in Years)
In contracts where freight is arranged by the Plant & Machinery 20
Company and recovered from the customers, Servers and networks 6
the same is treated as a separate performance
obligation and revenue is recognized when such Computer desktops 3
freight services are rendered. and laptops
Laboratory Equipment’s 10
Revenue is adjusted for variable consideration Office Equipment’s 5
such as discounts, rebates, refunds, credits,
price concessions, incentives, or other similar Plumbing and Piping 20-25
items in a contract when they are highly probable Electrical Installation 10
to be provided. The amount of revenue excludes
Factory Building 30
any amount collected on behalf of third parties.
Non-Factory Buildings 60
B. Interest and dividend: Vehicles 8
Interest income including income arising on other Furniture and Fixture 10
instruments are recognised on time proportion
Leasehold Land Over Primary
basis using the effective interest rate method.
Lease period

198
The residual values, useful lives and methods these financial assets and the contractual
of depreciation of property plant equipment are terms of the financial asset give rise on
reviewed at each financial year and adjusted specified dates to cash flows that are
prospectively, if appropriate. solely payments of principal and interest
on the principal amount outstanding.
d) Financial Instruments
A financial instrument is any contract that gives rise to After initial recognition, these assets
a financial asset of one entity and a financial liability or are subsequently measured at Fair
equity instrument of another entity. Value. Interest Income under Effective
Interest method, foreign exchange gains
A. Financial Assets and losses and impairment losses are
recognized in the statement of profit and
i. Recognition and initial measurement Loss. Other net gains and losses are
Trade Receivables are initially recognised when recognized in OCI.
they are originated. All other financial assets are
initially recognised when the Company becomes c) financial asset not measured at amortised
party to the contractual provisions of the cost or at fair value through OCI is carried
instrument. All financial assets other than those at Fair Value through Profit and Loss.
measured subsequently at fair value through
profit and loss, are recognised initially at fair d) Equity Investments - All Equity investments
value plus transaction costs that are attributable within the scope of Ind AS 109 are
to the acquisition of the financial asset. measured at Fair Value. Such equity
instruments which are held for trading are
ii. Classification and Subsequent measurement classified as FVTPL. For all other such
equity instruments, the Company decides
For purposes of subsequent measurement, to classify the same either as FVOCI
financial assets are classified in following or FVTPL. The Company makes such
categories: election on an instrument-by-instrument
a) Financial Assets at Amortised Cost basis. The classification is made on initial
recognition and is irrevocable.
A financial asset is measured at amortised
cost if it is held within a business model For Equity instruments classified as
whose objective is to hold the asset in FVOCI, all fair value changes in the
order to collect contractual cash flows instrument excluding dividends are
and the contractual terms of the financial recognized in OCI. Dividends on such
asset give rise on specified dates to cash equity instruments are recognized in the
flows that are solely payments of principal statement of Profit or loss.
and interest on the principal amount
outstanding. iii. De-recognition of Financial Assets
After initial measurement, such financial A financial asset (or, where applicable, a part
assets are subsequently measured at of a financial asset or part of a group of similar
amortized cost using the Effective Interest financial assets) is primarily derecognised when:
rate method (EIR). Amortized cost is
calculated by taking into account any - The rights to receive cash flows from the asset
discount or premium and fees or cost that have expired, or
are an integral part of the EIR.
The Company has transferred its rights to
The EIR amortization is included in receive cash flows from the asset or has
finance income in the statement of profit & assumed an obligation to pay the received cash
loss. The losses arising from impairment flows in full without material delay to a third party
are recognized in the statement of profit under a ‘pass-through’ arrangement; and either
and loss. (a) the Company has transferred substantially
all the risks and rewards of the asset, or (b) the
b) Financial Assets Measured at Fair Value Company has neither transferred nor retained
through Other Comprehensive Income substantially all the risks and rewards of the
(FVOCI) asset, but has transferred control of the asset.
Financial assets are measured at fair On derecognition, any gains or losses on all
value through Other Comprehensive debt instruments (other than debt instruments
Income (OCI) if these financial assets measured at FVOCI) and equity instruments
are held within a business model with an (measured at FVTPL) are recognised in the
objective to hold these assets in order to statement of Profit and Loss. Gains and losses
collect contractual cash flows or to sell in respect of debt instrument measured at

FVOCI and that are accumulated in OCI are C. Offsetting Financial Instruments
reclassified to Profit and Loss on derecognition.
Financial assets and liabilities are offset, and the
Gains or losses on equity instruments measured
net amount is reported in the Balance Sheet where
at FVOCI that are recognised and accumulated
there is a legally enforceable right to offset the
in OCI are not reclassified to Profit or Loss
recognised amounts and there is an intention to
on derecognition.
settle on a net basis or realise the asset and settle
the liability simultaneously.
B. Financial Liabilities
Financial liabilities and equity instruments issued The legally enforceable right must not be contingent
by the Company are classified according to the on future events and must be enforceable in the
substance of the contractual arrangements entered normal course of business and in the event of
into and the definitions of a financial liability and an default, insolvency or bankruptcy of the Company or
equity instrument. the counterparty.
i) Recognition and Initial Measurement D. Derivative financial instruments and Hedge

Financial liabilities are initially recognized when Accounting
the Company becomes a party to the contractual Derivative financial instruments such as forward
provisions of the instrument. contracts to hedge its foreign currency risks are
initially recognised at fair value on the date a derivative
Financial Liability is initially measured at fair contract is entered into and are subsequently re-
value plus, for an item not at fair value through measured at their fair value with changes in fair value
profit and loss, net of transaction costs that are recognised in the Statement of Profit and Loss in
directly attributable to its acquisition or issue. the period when they arise. Derivatives are carried
as Financial Assets when the fair value is positive
ii) Classification and Subsequent Measurement and as Financial Liabilities when the fair value is
The measurement of financial liabilities depends negative. Any gains or losses arising from changes
on their classification, as described below: in the fair value of derivatives are taken directly to
Statement of Profit and Loss, except for the effective
- Financial liabilities at fair value through Profit or portion of cash flow hedge which is recognised in
Loss (FVTPL) Other Comprehensive Income and later to Statement
of Profit and Loss when the hedged item affects
Financial liabilities at FVTPL include financial profit or loss or is treated as basis adjustment if a
liabilities held for trading and financial liabilities hedged forecast transaction subsequently results in
designated upon initial recognition as at FVTPL. the recognition of a Non-Financial Assets or Non-
Financial Liabilities at FVTPL are measured at Financial liability.
fair value and changes therein, including any
interest expense, are recognised in Statement E. Cash Flow Hedge
of Profit and Loss. The Company designates derivative contracts or
non-derivative Financial Assets/Liabilities as hedging
- Financial liabilities at amortised cost instruments to mitigate the risk of movement in
interest rates and foreign exchange rates for foreign
After initial recognition, financial liabilities other exchange exposure on highly probable future cash
than those which are classified as FVTPL are flows attributable to a recognised asset or liability or
subsequently measured at amortised cost using forecast cash transactions.
the EIR method. Amortised cost is calculated by
taking into account any discount or premium on When a derivative is designated as a cash flow hedging
acquisition and fees or costs that are an integral instrument, the effective portion of changes in the fair
part of the EIR. The EIR amortisation is included value of the derivative is recognised in the cash flow
as finance costs in the Statement of Profit and hedging reserve being part of Other Comprehensive
Loss. Income. Any ineffective portion of changes in the fair
value of the derivative is recognised immediately
iii) De-recognition of Financial Liabilities in the Statement of Profit and Loss. If the hedging
Financial liabilities are de-recognised when the relationship no longer meets the criteria for hedge
obligation specified in the contract is discharged, accounting, then hedge accounting is discontinued
cancelled or expired. When an existing financial prospectively. If the hedging instrument expires or is
liability is replaced by another from the same sold or terminated or exercised, the cumulative gain
lender on substantially different terms, or the or loss on the hedging instrument recognised in cash
terms of an existing liability are substantially flow hedging reserve till the period the hedge was
modified, such an exchange or modification is effective remains in cash flow hedging reserve until
treated as de-recognition of the original liability the underlying transaction occurs. The cumulative
and recognition of a new liability. The difference gain or loss previously recognised in the cash flow
in the respective carrying amounts is recognised hedging reserve is transferred to the Statement of
in the Statement of Profit and Loss. Profit and Loss upon the occurrence of the underlying
transaction. If the forecasted transaction is no longer

200
expected to occur, then the amount accumulated relating to a provision is presented in the statement
in cash flow hedging reserve is reclassified in the of profit and loss net of any reimbursement.
Statement of Profit and Loss.
If the effect of the time value of money is material,
e) Impairment provisions are discounted using a current pre-tax rate
a. financial assets that reflects, when appropriate, the risks specific to
the liability. When discounting is used, the increase in
In accordance with Ind AS 109, the Company applies
the provision due to the passage of time is recognised
Expected Credit Loss (ECL) model for measurement
as a finance cost.
and recognition of impairment loss on the financial
asset measured at amortized cost.
Provisions are reviewed at each balance sheet date
and adjusted to reflect the current best estimates.
Loss allowances on trade receivables are measured
following the ‘Simplified Approach’ at an amount
f) Taxation
equal to the Lifetime ECL at each reporting date.
The Company uses a provision matrix to determine i. Current Tax
impairment loss allowance on the portfolio of trade The tax currently payable is based on taxable profit
receivables. The provision matrix is based on its for the year. Taxable profit differs from ‘profit before
historically observed default rates over the expected tax’ as reported in the statement of profit and loss
life of the trade receivable and is adjusted for because of items of income or expense that are
forward looking estimates. At every reporting date, taxable or deductible in other years and items that
the historical observed default rates are updated are never taxable or deductible. The Company’s
and changes in the forward-looking estimates current tax is calculated using rates that have been
are analysed. enacted or substantively enacted by the end of the
reporting period.
In respect of other financial asset, the loss allowance
is measured at 12-month ECL only, if there is no ii. Deferred Tax
significant deterioration in the credit risk since initial
recognition of an asset or asset is determined to have Deferred tax is recognized on temporary differences
a low credit risk at the reporting date. between the carrying amounts of assets and liabilities
in the financial statements and the corresponding
b. Impairment of Non-financial assets tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all
The Company assesses at each reporting date, taxable temporary differences. Deferred tax assets
whether there is an indication that an asset may be are generally recognized for all deductible temporary
impaired. If any indication exists, or when annual differences to the extent that it is probable that
impairment testing for an asset is required, the taxable profits will be available against which those
Company estimates the asset’s recoverable amount. deductible temporary differences can be utilized.
An asset’s recoverable amount is the higher of an
asset’s fair value less costs of disposal and its value The carrying amount of deferred tax asset is reviewed
in use. Recoverable amount is determined for an at the end of each reporting period and reduced to
individual asset, unless the asset does not generate the extent that it is no longer probable that sufficient
cash inflows that are largely independent of those taxable profits will be available to allow all or part of
from other assets or groups of assets. When the the asset to be recovered.
carrying amount of an asset exceeds its recoverable
amount, the asset is considered impaired and is Deferred tax liabilities and assets are measured at
written down to its recoverable amount. the tax rates that are expected to apply in the period
in which the liability is settled or the asset realized,
In assessing value in use, the estimated future cash based on tax rates (and tax laws) that have been
flows are discounted to their present value using a enacted or substantively enacted by the end of the
pre-tax discount rate that reflects current market reporting period.
assessments of the time value of money and the
risks specific to the asset. In determining fair value The measurement of deferred tax liabilities and assets
less costs of disposal, recent market transactions reflects the tax consequences that would follow from
are taken into account. If no such transactions can the manner in which the Company expects, at the
be identified, an appropriate valuation model is used. end of the reporting period, to recover or settle the
These calculations are corroborated by valuation carrying amount of its assets and liabilities.
multiples, quoted share prices for publicly traded
companies or other available fair value indicators. g) Inventories
All inventories are stated at lower of ‘Cost and Net
c. Provisions
Realizable Value’.
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of A. Stores and spares, packing materials and raw
a past event, it is probable that an outflow of resources materials are valued at lower of cost and net realisable
embodying economic benefits will be required to value and for this purpose, cost is determined on
settle the obligation and a reliable estimate can be First in First Out (FIFO) basis. Cost includes cost
made of the amount of the obligation. The expense of purchase and other costs incurred in bringing the

inventories to their present location and condition. c) Leave Entitlement

However, the aforesaid items are not valued below
Leave entitlement are provided based on an actuarial
cost if the finished products in which they are to be
valuation, similar to that of gratuity benefit. Re-
incorporated are expected to be sold at or above
measurement, comprising of actuarial gains and
cost.
losses, in respect of leave entitlement are recognised
in the Statement of Profit and Loss in the period in
B. Finished products and Work in Progress are valued
which they occur.
at lower of cost and net realisable value and for this
purpose. Cost of finished goods and work in progress
d) Short-term Benefits
includes direct materials, direct labour and an
appropriate proportion of variable and fixed overhead Short-term employee benefits such as salaries,
expenditure, the latter being allocated on the basis of performance incentives etc. are recognised as
normal operating capacity. expenses at the undiscounted amounts in the
Statement of Profit and Loss of the period in which
C. Traded goods are valued at lower of cost and net the related service is rendered.
realizable value. Cost is determined on a weighted
average basis. i) Borrowings and Borrowing costs.
Borrowing costs directly attributable to the acquisition,
D. Net realisable value is the estimated selling price construction or production of an asset that necessarily
in the ordinary course of business, less estimated takes a substantial period of time to get ready for its
remaining costs of completion and the estimated intended use or sale are capitalised as part of the cost
costs necessary to make the sale. of the asset. All other borrowing costs are expensed in
the period in which they occur. Borrowing costs consist of
h) Employee benefits interest and other costs that an entity incurs in connection
a) Defined Contribution Plan with the borrowing of funds.
The Company pays provident fund contributions to
publicly administered provident funds as per local j) Earnings per Share
regulations. The Company has no further payment Basic earnings per share are calculated by dividing
obligations once the contributions have been paid. the net profit or loss for the year attributable to equity
The contributions are accounted for as define shareholders by the weighted average number of equity
contribution plan and the contributions are recognised shares outstanding during the year. The weighted average
as employee benefit expense when they are due. number of equity shares outstanding during the year is
adjusted for events of bonus issue, if any.
b) Defined Benefit Plan
The liability or asset recognised in the Balance Sheet For the purpose of calculating diluted earnings per share,
in respect of defined benefit gratuity plans is the the net profit or loss for the year attributable to equity
present value of the defined benefit obligation at the shareholders and the weighted average number of shares
end of the reporting period less the fair value of plan outstanding during the year are adjusted for the effects of
assets. The defined benefit obligation is calculated all dilutive potential equity shares.
annually by actuaries using the projected unit credit
method. The number of equity shares are adjusted retrospectively
for all periods presented for any bonus shares issues.
The present value of the defined benefit obligation
denominated in ₹ is determined by discounting the k) Cash Flow Statement
estimated future cash outflows by reference to Cash flows are reported using the indirect method,
market yields at the end of the reporting period on whereby profit for the period is adjusted for the effects
government bonds that have terms approximating to of transactions of a non-cash nature, any deferrals or
the terms of related obligation. accruals of past or future operating cash receipts or
payments and item of income or expenses associated
The net interest cost is calculated by applying the with investing or financing cash flows. The cash flows
discount rate to the net balance of the defined benefit from operating, investing and financing activities of the
obligation and the fair value of plan assets. This Company are segregated.
cost is included in employee benefit expense in the
statement of profit and loss. l) Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise
Remeasurement gains and losses arising from cash at banks and on hand and short-term deposits with
experience adjustments and changes in actuarial an original maturity of three months or less, which are
assumptions are recognised in the year in which they subject to an insignificant risk of changes in value. For the
occur, directly in other comprehensive income. purpose of the statement of cash flows, cash and cash
equivalents consist of cash and short-term deposits, as
Changes in present value of the defined benefit defined above, net of outstanding bank overdrafts, if any
obligation resulting from plan amendments or as they are considered an integral part of the Company’s
curtailments are recognised immediately in the cash management.
statement of profit and loss as past service cost.

202
m) Foreign currency transactions the increase in the provision due to the passage of time is
A. All transactions in foreign currency are recorded recognised as a finance cost.
in the reporting currency, based on closing rates
of exchange prevalent on the dates of the relevant Contingent liabilities are disclosed in respect of possible
transactions. obligations that arise from past events, whose existence
would be confirmed by the occurrence or non-occurrence
B. Monetary assets and liabilities in foreign currency, of one or more uncertain future events not wholly within
outstanding as on the Balance Sheet date, are the control of the Company. Contingent liabilities are
converted in reporting currency at the closing rates of also present obligations where it is not probable that an
exchange prevailing on the said date. Resultant gain outflow of resources will be required, or the amount of the
or loss is recognized during the year in the Statement obligation cannot be measured with sufficient reliability.
of Profit and Loss. Contingent Liabilities are not recognized in the financial
statements but are disclosed separately.
C. Non-monetary assets and liabilities denominated in
foreign currencies are carried at the exchange rate Contingent assets are not recognised unless it becomes
prevalent on the date of the transaction. virtually certain that an inflow of economic benefits will
arise.
D Exchange difference arising on the settlement of
monetary items at rates different from those at which p) Leases
they were initially recorded during the year, or reported Measurement of Lease Liability
in previous financial statements, are recognised as
income or expenses in the year in which they arise.
lease liability as present value of all lease payments
discounted using the Company’s incremental cost of
n) Segment reporting borrowing and directly attributable costs. Subsequently,
Based on “Management Approach” as defined in Ind AS the lease liability is:
108 -Operating Segments the chief operating decision
maker regularly monitors and reviews the operating 1) increased by interest on lease liability;
results of the whole Company as one segment of
“Agro -Chemicals”. Thus, as defined in Ind AS 108, the 2) reduced by lease payments made; and
Company’s entire business falls under this one operational
segment and hence the necessary information has already 3) remeasured to reflect any reassessment or lease
been disclosed in the Balance Sheet and the Statement of modifications specified in Ind AS 116 ‘Leases’, or to
Profit and Loss. The analysis of geographical segments is reflect revised fixed lease payments.
based on the areas in which customers of the Company
are located. Measurement of Right-of-use assets
o) Provisions, contingent liabilities and ‘Right-of-use assets’ as present value of all lease payments
contingent assets discounted using the Company’s incremental cost of
A provision is recognized when the Company has a borrowing w.r.t said lease contract. Subsequently, ‘Right-
present obligation (legal or constructive) as a result of of-use assets’ is measured using cost model i.e., at cost
past event, and it is probable that an outflow of resources less any accumulated depreciation and any accumulated
embodying economic benefits will be required to settle a impairment losses adjusted for any remeasurement of the
reliably assessable obligation. Provisions are determined lease liability specified in Ind AS 116 ‘Leases’.
based on best estimate required to settle each obligation
at each balance sheet date. If the effect of the time value Depreciation on ‘Right-of-use assets’ is provided on
of money is material, provisions are discounted using a straight line basis over the lease period.
current pre-tax rate that reflects, when appropriate, the
risks specific to the liability. When discounting is used, The exception permitted in Ind AS 116 for low value assets
and short-term leases has been adopted by Company.

Notes forming part of the Consolidated Financial Statements
As at and for the year ended March 31, 2023
NOTE 2: PROPERTY, PLANT AND EQUIPMENT AND CAPITAL WORK-IN-PROGRESS

(` in crore)
Freehold Leasehold Plant and Buildings Electrical Piping Laboratory Office Computers Vehicles Furniture Right to Total
Fixtures
Balance at April 01, 2022 0.26 63.12 137.41 52.75 14.59 5.34 2.52 2.35 1.05 7.86 1.90 2.39 291.55
Additions 0.53 7.99 13.34 4.43 1.89 - 1.66 0.70 0.30 2.12 1.49 4.15 38.62
Disposals - - - - - - - - 0.00 0.48 - 0.94 1.43
Balance at March 31, 2023 0.80 71.11 150.75 57.19 16.48 5.34 4.18 3.05 1.35 9.50 3.39 5.60 328.74
and impairment
Balance at April 01, 2022 - 2.47 63.05 13.65 6.76 4.73 0.63 0.75 0.80 3.40 0.92 0.95 98.12
Eliminated on disposal of assets - - - - - - - - 0.00 0.45 - 0.18 0.64
Balance at March 31, 2023 - 3.25 73.95 17.90 8.84 4.79 1.33 1.60 1.05 4.54 1.19 1.76 120.22
31, 2023
Strategic Review
Statutory Reports
203

204
Foot Notes:
Capital work in progress
(` in crore)
Particulars Total
Balance as at April 01, 2022 14.23
Addition 61.62
Less: Transfer during the year -
Closing balance as on March 31, 2023 71.73
(i) Capital-Work-in Progress (CWIP) ageing schedule is as under:

(` in crore)
1 year
Sarigam 33.43 7.84 - - 41.27
Unit 1 22.50 - - - 22.50
Unit 2 0.83 0.17 - - 1.00
Unit 4 - 0.66 - - 0.66
Shyka 6.31 - - - 6.31
Total 63.06 8.67 - - 71.73
Projects in progress consists of buildings, plant and equipment which are under construction/installation during the year which is nearing completion
and is expected to be capitalized in FY 2023-24.
(ii) Contractual Obligation

Refer note 30 on disclosure of contractual commitments for the acquisition of Property, Plant & Equipment.
(iii) Property, Plant & Equipment taken on finance lease

The Property, Plant & Equipment includes leasehold land where the Company is a lessee under finance lease. The lease term in
respect of leasehold land is long term lease with ability to opt for renewal of the lease term.
NOTE 3: INVESTMENTS
(` in crore)
Particulars As at
March 31, 2023
Non Current
Investments in equity instruments (un-quoted) At Cost
2,000 Equity Shares of The Shamrao Vithal Co-op. Bank Ltd. 0.01
1,000 Equity shares of Matrubhumi Co-op. Credit Society Limited 0.01
A) 0.02
Investments in equity instruments (At fair value through profit/loss) (quoted):
41 Equity Shares of United Phosphorus Ltd. 0.00
(Full Figure as March 31, 2023: ₹ 29,415.30)
200 Equity Shares of Aditya Birla Money Ltd. 0.00
(Full Figure as March 31, 2023: ₹ 9110.00)
500 (As at March 31, 2022, 500) Equity Shares of Gujarat State Financial Corporation Ltd.(*) 0.00
(Full Figure as March 31, 2023: ₹ 3000.00)
Less: Provision for Impairment (0.00)
(Full Figure as March 31, 2023: ₹ 41,525.30)
B) -
Investments in equity instruments (At fair value through profit/loss) (unquoted):
Investment With Fireside Ventures Investment Fund (*) 0.75
C) 0.75
Investments in Debt instruments (At fair value through OCI) (quoted):
Nil Units of Baroda Banking & PSU Bond Fund -

(` in crore)
Particulars As at
March 31, 2023
D) -
Other Investment (un-quoted)
National Savings Certificates [Lodged with Government Departments as security] 0.01
E) 0.01
Total Non Current Investments (A+B+C+D+E) 0.77
Aggregate amount of quoted investments -
Aggregate amount of un-quoted investments 0.77
(*)The Holding Company has made an investment in Alternate Investment Fund (AIF) of ` 0.75 crore. This investment is marked at fair value
through profit and Loss (FVTPL). In the absence of data of Fair Valuation as at March 31, 2023 the same is carried at its carrying value in books,
although the same is accounted at FVTPL. The management does not expect the fair value changes to be material to the financial statements.
NOTE 4: FINANCIAL ASSETS

(` in crore)
As at As at
March 31, 2023 March 31, 2023
Balance with bank held as margin money (*) 0.29 -
Security deposits and Earnest Money Deposits 5.52 2.22
Staff Advances - 0.48
Fair value of foreign exchange derivative assets - 0.17
Total 5.81 2.87
(*)Balances with bank in fixed deposits are kept as security for guarantees/government authorities.
NOTE 5: DEFERRED TAX ASSETS (NET)

The following is the analysis of deferred tax asset/(liabilities) presented in the balance sheet:
(` in crore)
Particulars As at
March 31, 2023
Deferred Tax Asset
Provisions 2.67
Impairment Allowance for trade receivables 5.44
Fair Valuation of Investment 0.00
Time value of derivatives designated as cash flow hedges 0.01
Unabsorbed Losses 0.79
Deferred Tax Liability
Property, Plant and Equipment including ROU (0.96)
Others (0.03)
Total 7.92
In case of one of the subsidiary, the subsidiary during the year has created Deferred tax asset on unabsorbed losses considering
that there is reasonable certainty that the projected brand sales will generate taxable profits in future.
In case of the other subsidiary, the subsidiary Company has created Deferred Tax Asset on its unabsorbed losses considering
the reasonable certainty of taxable profit from its project under implementation. Deferred Tax is created considering the tax rate
under section 115 BAB as the Company plans to avail the benefit of Section 115 BAB granting of concessional rate of Income Tax.

206
NOTE 6: OTHER ASSETS

(` in crore)
As at As at
March 31, 2023 March 31, 2023
(Unsecured, considered good)
Advance to Suppliers - 4.54
Balance with Revenue Authorities - 26.11
Prepaid Expense 0.55 1.44
Capital Advances 21.84 -
Advance Income Tax (Net of Provision for Taxation) 0.98 -
Total 23.37 32.09
NOTE 7: INVENTORIES
(` in crore)
Inventories (lower of cost and net realisable value)
Raw materials
- Other 74.84
- Stock in Transit 0.90 75.74
Work In Progress 15.38
Finished Goods
- Manufactured 182.46
- Traded 9.31
- Stock in Transit 2.06 193.83
Packing materials 13.40
Stores and Spares 5.24
Total 303.59
The disclosure of inventories recognised as an expense in accordance with paragraph 36 of Ind AS 2 is as

follows:
(` in crore)
Particulars As at
March 31, 2023
Amount of inventories recognised as an expense 881.97
Amount of write - down of inventories recognised as an expense -
881.97
NOTE 8: TRADE RECEIVABLES

(` in crore)
Particulars As at
March 31, 2023
Unsecured but considered good 386.28
Trade Receivables which have significant increase in Credit Risk 11.41
Trade Receivables - credit impaired 10.09
Total 386.18
A. Expected Credit Loss

Allowance for Expected Credit Loss
In accordance with Ind AS 109, the Group uses the expected credit loss (“ECL”) model for measurement and recognition of
impairment loss on its trade receivables or any contractual right to receive cash or another financial asset that result from transactions
that are within the scope of Ind AS 115. For this purpose, the Group uses a provision matrix to compute the expected credit loss
amount for trade receivables. The provision matrix takes into account external and internal credit risk factors and historical data
of credit losses from various customers. The Group estimates impairment under the simplified approach. Accordingly, it does not
track the changes in credit risk of trade receivables. The impairment amount represents lifetime expected credit loss.

The trade receivables ageing schedule for the year ended on March 31, 2023 as follows:
(` in crore)
Good increase in
credit risk
Unbilled - - - -
Not Due - - - -
less than 6 months 281.88 1.95 - 283.83
6 months - 1 year 64.09 5.90 - 69.99
1-2 year 11.92 1.07 - 12.99
2-3 year 20.05 0.53 0.42 21.00
> 3 years 8.34 1.96 9.67 19.97
Total 386.28 11.41 10.09 407.78
Total 386.18
Movement of Expected Credit Loss

(` in crore)
Particulars As at Addition Written off/ Closing
April 01, 2022 Reversed
As at March 31, 2023 22.45 0.10 (0.96) 21.60
NOTE 9: CASH AND CASH EQUIVALENTS

(` in crore)
Particulars As at
March 31, 2023
Balances with banks:
- in current accounts 54.70
- in deposit with original maturity of less than three months 45.19
Cash on hand 0.17
Total 100.06
NOTE 10: BANK BALANCE OTHER THAN CASH AND CASH EQUIVALENTS
(` in crore)
Particulars As at
March 31, 2023
- Balance with bank held as margin money 7.04
- Fixed deposits with original maturity of more than 3 months but less than 12 months 12.33
Total 19.37
NOTE 11: EQUITY SHARE CAPITAL

(` in crore)
Particulars As at
March 31, 2023
Authorised Share Capital:
4,50,00,000 Equity Shares of ` 10/- each 45.00
Issued and subscribed capital:
4,00,13,467 Equity Shares of ` 10/- each fully paid up 40.01
40.01

208
a) Terms/rights attached to equity shares:

The Holding Company has a single class of equity shares having a par value of ` 10 per share. Each shareholder of equity share
is entitled to one vote per share. The Holding Company declares and pays dividend in Indian rupees.
In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive the remaining assets of
the Company in proportion to the number of equity shares held by each shareholder, after settlement of all preferential obligations.
As per the records of the Holding Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of the shares.
b) Reconciliation of Number of Shares Outstanding:
Particulars Number of shares

Balance at April 01, 2022 4,00,13,467
Increase/(Decrease) during the year/Bonus shares -
Balance at March 31, 2023 4,00,13,467
c) Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash
and shares bought back during the period of five years immediately preceding the reporting date:
During the year ended March 31, 2019, the Holding Company made an bonus issue in the proportion of 4:1 i.e.4 (Four) bonus
equity share of ` 10 each for every 1 (One) fully paid-up equity shares held was approved by the shareholders of the Company
on July 09, 2018 through voting at the Meeting by show of hands. Subsequently, on July 09, 2018, the Holding Company allotted
3,12,45,224 (Three crore Twelve lakh Forty Five Thousand Two Hundred Twenty Four) equity shares to shareholders who held
equity shares as on the record date of July 09, 2018 and ` 31.25 crore (representing par value of ` 10 per share) was transferred
from securities premium and retained earnings to the share capital.
d) Details of shareholders holding more than 5% equity shares in the Company:

No. of Shares %
Mr. Sadashiv K. Shetty 72,01,796 18.00%
Mr. Raghuram K. Shetty 1,18,94,446 29.73%
Mrs. Sujata S. Shetty 32,30,400 8.07%
Mrs. Vanita R. Shetty 20,18,000 5.04%
2,43,44,642 60.84%
e) Details of Promoters shareholders holding in equity shares of the Company:

Promoter Name No. of Shares % of total shares % Change during

the year
Promoters
Raghuram K Shetty 1,18,94,446 29.73% 0.11%
Promoters Group
Sujata S Shetty 32,30,400 8.07% -
Vanita R Shetty 20,18,000 5.04% -

Promoter Name No. of Shares % of total shares % Change during

the year
NOTE 12: OTHER EQUITY

(` in crore)
Particulars As at
March 31, 2023
Securities premium
Add: Addition during the year -
Balance at the end of the year 58.18
General reserve
Add/(Less):
Additions During the year -
Capital Redemption Reserve
Add/(Less):
Transfer from Retain Earnings -
Other Comprehensive Income
Add/(Less) : Fair Value Changes duing the year 0.10
Add/(Less) : Reclassification to Profit and Loss on Realisation (0.54)
Balance at the end of the year (0.20)
Retained Earnings
Profit For the Year 104.37
Less: Appropriation
Transfer to general reserve -
Dividend - equity shares 8.00
Total 770.36
The Holding Company has issued and alloted during the year purpose of these transfers was to ensure that if a dividend
ended March 31, 2019, 3,12,45,224 equity shares of ₹ 10 each distribution in a given year is more than 10% of the paid up
as a bonus shares in the ratio of four equity shares for every share capital of the Holding Company for that year, then the
one equity shares held by the members. total dividend distribution is less than total distributable reserve
for that year. Consequent to introduction of the Companies
Security Premium: Act 2013, the requirement to mandatorily transfer a specified
Security Premium represents the premium received on issue percentage of net profit to general reserve has been withdrawn.
of shares. It can be utilised to pay-off equity related expenses However the amount previously transferred to the general
or for issuance of bonus shares and its related issue expenses. reserve can be utilised only in accordance with the specific
requirements of the Companies Act, 2013.
General Reserve:
Capital Redemption Reserve:
Under the erstwhile Companies Act 1956, general reserve was
created through an annual transfer of net income at a specified Capital redemption reserve represents the amount of profits
percentage in accordance with applicable regulations. The transferred from general reserve for the purpose of redemption
of preference shares or for the buyback of shares.

210
NOTE 13: LEASE LIABILITIES

(` in crore)
As at As at
March 31, 2023 March 31, 2023
Lease Liability 3.51 0.48
Total 3.51 0.48
Disclosure in accordance with Ind AS 116 “Leases”, of the Companies (Indian Accounting Standards) Rules, 2015.
(a) Movement in Lease Liabilities

(` in crore)
Particulars As at
March 31, 2023
Balance at the beginning 1.63
Addition during the year 4.04
Interest on lease liabilities 0.45
Terminations (0.93)
Lease Payments (1.20)
Closing 3.99
(b) Maturity Profile of Lease Liabilities

The table below provides details regarding Contractual Maturities of Lease Liability as at March 31, 2023 on an undiscounted basis.
(` in crore)
Ageing As at
March 31, 2023
Within One year 0.87
Two to Five years 1.95
More than Five years 4.07
Total 6.89
(c) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to
meet the obligations related to lease liabilities as and when they fall due.
NOTE 14: OTHER FINANCIAL LIABILITIES

(` in crore)
Particulars Current
As at
March 31, 2023
Interest accrued 3.97
Security Deposit from Dealers ( Interest bearing @ 9% p.a) 8.85
Other payables 17.19
Employee Benefits Payable 9.24
Capital Creditors 3.83
Total 43.08
NOTE 15: PROVISIONS

(` in crore)
As at As at
March 31, 2023 March 31, 2023
Employee Benefits 3.51 0.48
Provision for leave benefit 2.82 1.03
Provision for Gratuity 6.17 0.60
Total 8.99 1.63

Disclosure in accorance with Ind AS 19 “Employee Benefits”, of the Companies (Indian Accounting Standards) Rules, 2015.
The Group has carried out the actuarial valuation of Gratuity and Leave Encashment liability under actuarial principle, in accordance
with Ind AS 19 - Employee Benefits.
Gratuity is a defined benefit plan under which employees who have completed five years or more of service are entitled to gratuity
on departure from employment at an amount equivalent to 15 days salary (based on last drawn salary) for each completed year
of service restricted to ` 20 lakh. The Holding Company’s gratuity liability is funded. In case of one of the subsidiaries the liability
is unfunded.
i) The amount recognised in the balance sheet and the movements in the net defined benefit obligation of Gratuity over the year
is as follow:
(` in crore)
Particulars As on
March 31, 2023
(a) Reconciliation of opening and closing balances of Defined benefit Obligation
Defined Benefit obligation at the beginning of the year 9.43
Current Service Cost 1.10
Interest Cost 0.67
Actuarial (Gain)/Loss-Other Comprehensive Income (0.18)
Benefits paid directly by the Employer (0.00)
Benefits paid by the Fund (0.32)
Defined Benefit obligation at the year end 10.70
(b) Reconciliation of opening and closing balances of fair value of plan assets
Fair Value of plan assets at the beginning of the year 3.25
Expected return on Plan Assets 0.19
Actuarial Gain/(Loss) -
Employer Contribution 0.81
Benefits Paid (0.32)
Fair Value of Plan Assets at the year end 3.93
(c) Actual Return on Plan Assets
Interest Income 0.23
Return on Plan Assets, Excluding Interest Income (0.05)
Actual Return on Plan Assets 0.18
(d) Reconciliation of fair value of assets and obligations
Fair Value of Plan Assets 3.93
Present value of Defined Benefit obligation 10.70
Liability recognized in Balance Sheet 6.77
(e) Expenses recognized during the year (Under the head Employees Benefit Expenses)
Current Service Cost 1.10
Interest Cost 0.44
Net Cost 1.54
(f) Actuarial (Gain)/Loss- Other Comprehensive Income (0.14)
(g) Net liabilities recognised in the balance sheet
Long-term provisions 6.17
Short-term provisions 0.60
6.77
ii) Actuarial Assumptions:
As at
March 31, 2023
Expected return on Plan Assets 7.47% - 7.50%
Discount rate (per annum) 7.47% - 7.50%
Attrition rate 5%
Rate of escalation in salary (per annum) 8%

212
iii) Expected Payout:
As at
March 31, 2023
Projected Benefits Payable in Future Years From the Date of Reporting
Expected Payout 1st Following Year 1.12
Expected Payout 2nd Following Year 0.59
rd
0.84
Expected Payout 4th Following Year 0.70
Expected Payout 5th Following Year 0.78
Expected Payout 6th to 10th Following Year 4.93
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and
other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.
There is no minimum funding requirement for a gratuity plan in India and there is no compulsion on the part of the Holding
Company fully or partially pre-fund the liabilities under the plan.
iv) Sensitivity analysis:

A quantitative Sensitivity analysis for significant assumption:
Particulars Discount Salary Attrition
Rate Growth Rate Rate
Changes in Assumption
March 31, 2023 1% 1% 1%
Increase in Assumption
March 31, 2023 (0.82) 0.89 (0.03)
Decrease in Assumption
March 31, 2023 0.93 (0.81) 0.03
Gratuity is a defined benefit plan and Company is on government bonds. If the return on plan asset is below this
exposed to the following Risks: rate, it will create a plan deficit. Currently, for the plan in India,
1. Salary Risk: it has a relatively balanced mix of investments in government
securities, and other debt instruments.
The present value of the defined benefit plan liability is
calculated by reference to the future salaries of members.
4. Asset Liability Matching Risk:
As such, an increase in the salary of the members more than
assumed level will increase the plan’s liability. The plan faces the ALM risk as to the matching cash flow.
Since the plan is invested in lines of Rule 101 of Income Tax
2. Interest Rate Risk: Rules, 1962, this generally reduces ALM risk.
A fall in the discount rate which is linked to the G.Sec. Rate
5. Mortality Risk:
will increase the present value of the liability requiring higher
provision. A fall in the discount rate generally increases the Since the benefits under the plan is not payable for life time
mark to market value of the assets depending on the duration and payable till retirement age only, plan does not have any
of asset. longevity risk.
3. Investment Risk: 6. Concentration Risk:

The present value of the defined benefit plan liability is Plan is having a concentration risk as all the assets are invested
calculated using a discount rate which is determined by with the insurance Company and a default will wipe out all the
reference to market yields at the end of the reporting period assets. Although probability of this is very less as insurance
companies have to follow regulatory guidelines.

NOTE 16: SHORT TERM BORROWINGS

(` in crore)
Particulars As at
March 31, 2023
From Banks (Secured):
Bills Discounted with Bank of Baroda 7.24
Foreign Currency Loan from Bank of Baroda 49.48
Foreign Currency Packing Credit Loan from Bank of Baroda 30.18
Bills Discounted through MSME Bank 2.11
89.01
Notes: Above cash credit and packing credit limits are secured
I. Terms and Security of Borrowings: by way of exclusive first charge on hypothecation of entire
inventories, Book debts and other current assets present
a. Cash Credit - Bank Of Baroda: Sanctioned Limit
& future.
₹ 74.75 crore, Interest rate 9.35% p.a. (PY: ₹ 74.75 crore,
Interest rate 9.35% p.a.)
The above facilities are secured as follows:
b. Foreign Currency Loan - Bank of Baroda: It is a a. Pari pasu First charge on the current assets of the
sublimit of ₹ 60 crore at Interest rate of around 6.44%p.a. Company both present and future.
sanctioned under overall Cash Credit limit of ₹ 74.75
crore. (PY: ₹ 60 crore at Interest rate ranging from 2.75% b. Pari pasu Equitable Mortgage of all land and buildings
to 3.10% p.a.) and hypothecation of plant and machinery situated at
factories or at godowns.
c. Packing Credit - Bank of Baroda: Sanctioned limit
₹ 75.00 crore at Interest rateof around 4.60% p.a. c. Personal Guarantee of Mr. R.K. Shetty, Mr. S.K. Shetty,
(PY: ₹ 50.00 crore Interest rate ranging from 1.25% to Mr. Raunak Shetty and Mr Shriraj Shetty.
1.85% p.a.)
II. Borrowings from banks or financial institutions on the
d. Packing Credit - HDFC Bank: Sanctioned limit ₹ 25 basis of security of current assets:
crore with sublimit of Cash credit facility of ₹ 25 crore or The Holding Company has borrowings during the year
Working capital demand loan of ₹ 25 crore. from banks on the basis of security of current assets, the
disclosure w.r.t documents submitted to lenders is tabulated
e. Letter of Credit - HDFC Bank: Sanctioned limit in Statement 1.
₹ 10 crore.
f. Bill discounted through MSME Bank are repayable

within a period of 90 days bearing interest range of
7% to 7.75%
NOTE 17: TRADE PAYABLES

(` in crore)
Particulars As at
March 31, 2023
Dues of Micro and Small Enterprise 14.47
Dues of other than Micro and Small Enterprise 174.85
Total 189.32

Unbilled - - 5.57 -
Not Due - - - -
Less than 1 year 14.46 - 159.76 -
1-2 years 0.01 - 2.14 -
2-3 year 0.00 - 5.95 -
> 3 years - - 1.43 -
Total 14.47 - 174.85 -

214
Dues to Micro & Small Enterprises have been determined to the extent such parties have been identified on the basis of information
collected by the Management. This has been relied upon by the auditor. Moreover the Company is in the process of updating its
suppliers data, as to the status as a Micro Small & Medium Enterprise with a copy of the Memorandum filed as per the provisions
of Section 8 of the Micro Small & Medium Enterprises Development Act, 2006.
NOTE 18: OTHER LIABILITIES

(` in crore)
Particulars Current
As at
March 31, 2023
Advance against orders 6.40
Statutory liabilities 1.69
Total 8.09
NOTE 19: CURRENT TAX LIABILITIES (NET)

(` in crore)
Particulars As at
March 31, 2023
Current tax liabilities 7.80
Total 7.80
NOTE 20: REVENUE FROM OPERATIONS

(` in crore)
Particulars For the year
2022-23
Sale from operations:
Sale of Goods 1,289.14
Sale of Traded Goods 22.11
1,311.25
Other operating revenue:
Export Incentive 7.57
Total 1,318.82
I. Disclosure in accordance with Ind AS 115 “Revenue Recognition Disclosures”, of the Companies (Indian
Accounting Standards) Rules, 2015.
a) Revenue disaggregation based on Service Type and by Geographical Region:
i) Revenue disaggregation by type of Service is as follows:
(` in crore)
Major Service Type For the year
2022-23
Sale of Goods 1,289.14
Sale of Traded Goods 22.11
Export Incentive 7.57
1,318.82
ii) Revenue disaggregation by geographical region is as follows:

(` in crore)
Geographical Region For the year
2022-23
India 776.38
Outside India 534.87
Total revenue from operations 1,311.25
Timing of revenue recognition
At a point in time 1,311.25
Total revenue from operations 1,311.25

(b) Contract Balances

The Contract liability primarily relate to advances received from the customers against orders. Significant changes in the contract
liabilities balance during the period are as under:
(` in crore)
2022-23
Contract liabilities
Balances at the beginning of the year 11.75
Revenue recognised that is included at the beginning of the period 11.75
Advances received which have remained outstanding at the end of the year 6.40
Out of the total contract liabilities outstanding as on March 31, 2023, ₹ 6.40 crore will be recognized by March 31, 2024.
(c) Significant adjustments between the contracted price and revenue recognized in the Statement of profit and loss account:
(` in crore)
2022-23
Reconciliation of revenue from operations with Contract Price
Contract Price 1,334.52
Less: Discounts 23.27
Total Revenue from operations 1,311.25
NOTE 21: OTHER INCOME

(` in crore)
2022-23
Interest Income 3.42
Interest Income fair valued under Ind AS 109 0.00
(Full Figure for 22-23: ₹ 40,978.77)
Dividend Income 0.00
(Full Figure for 22-23: ₹ 17,792.00)
Foreign Exchange Fluctuation Gain (Net) 4.19
Termination of Lease Agreements 0.17
Remeasurement of Financial asset accounted on Amortised cost 0.00
(Full Figure for 22-23: ₹ 11,140.00)
Profit on Sale of Property, Plant & Equipment 0.06
Profit on sale of investment 0.64
Reversal of Expected Credit Loss 0.96
Sundry Balances Written Back 1.62
Miscellaneous income 1.16
Total 12.22
NOTE 22: COST OF MATERIALS CONSUMED

(` in crore)
2022-23
Opening Stock 76.90
Add: Purchases 920.23
Less: Closing stock 89.14
Total 907.99

216
NOTE 23: CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS

(` in crore)
2022-23
Inventory adjutment - WIP
Opening Stock of Work In Progress 8.72
Closing Stock of Work In Progress (15.38)
(6.66)
Inventory adjutment - Finished Goods
Opening Stock of Finished Goods 167.18
Closing Stock of Finished Goods (184.53)
(17.35)
Inventory adjutment - Traded goods
Opening Stock of Finished Goods -
Closing Stock of Finished Goods (9.31)
(9.31)
Total (33.32)
NOTE 24: EMPLOYEE BENEFIT EXPENSES

(` in crore)
2022-23
Salaries, wages and bonus, etc. 61.29
Contribution to provident and other funds 3.21
Staff welfare expenses 2.56
Total 67.06
NOTE 25: FINANCE COSTS

(` in crore)
2022-23
Interest on Financial Liability at amortised cost 5.04
Interest on Statutory Dues 0.19
Interest on Income Tax 0.71
Interest on MSME 0.01
Interest on Lease Liability 0.45
Other Finance Charges 1.54
Total 7.94
NOTE 26: DEPRECIATION AND AMORTISATION EXPENSES

(` in crore)
2022-23
Depreciation of property, plant and equipment 21.74
Depreciation of Right to Use Asset 0.99
Total 22.73

NOTE 27: OTHER EXPENSES

(` in crore)
2022-23
Consumption of Stores and Spares 19.75
Factory Expense 5.42
Repairs & Maintenance to:
- Machinery 5.76
- Building 1.93
- Vehicle 0.31
- Others 2.09
Insurance 2.73
Rent, Rates and taxes 5.53
Donations 0.21
Labour Charges 20.07
Allowances for doubtful debts 0.10
Provision for Impairment of Investments 0.00
(Full Figure for 22-23: ₹ 41,525.30)
Payment to Auditor (Refer Note a) 0.32
Legal and Professional Charges 4.78
Loss on Fair value of Investment 0.00
(Full Figure for 22-23: ₹ 2,666.70)
Loss on Sale of Investment 0.03
Power and Fuel 86.88
Research and Development Fees 1.10
Selling and Distribution expense 37.65
Corporate Social Responsibility 4.26
Sitting Fees 0.06
Other expenses 14.78
Total 213.76
a) Payment to Auditors
(` in crore)
2022-23
As Auditor:
- Statutory Audit fees including Limited Review 0.26
- Tax Audit 0.05
- Reimbursement of Expenses 0.00
0.31
NOTE 28: TAX EXPENSE

(a) Current Tax
(` in crore)
2022-23
Tax for the year 38.87
Tax in respect of earlier years (0.49)
Deferred Tax Expenses (5.17)
Income Tax expense 33.21
(b) The reconciliation between the provision of income tax of the Company and amounts computed by applying the Indian
statutory income tax rate to profit before taxes is as follows:

218
(I)
(` in crore)
2022-23
Accounting profit before income tax 137.58
Enacted tax rates in India (%) 25.17%
Computed expected tax expenses 34.63
Tax effects of amounts that are not deductible (taxable) in calculating taxable income:
Net changes on account of disallowances 8.03
Net changes on account of Allowances (5.43)
Others 1.64
Income tax expenses 38.87
(II) Deferred tax assets/(liabilities) in relation to:

(` in crore)
Particulars Balance as at Recognised Recognised Closing
April 01, 2022 in profit in Other Balance
or loss Comprehensive
Income
Provisions 0.22 2.45 - 2.67
Fair Valuation of Investment 0.03 (0.03) 0.00
cash flow hedges
Others 0.00 - (0.03) (0.03)
Unabsorbed Losses - 0.79 - 0.79
2.81 5.17 (0.06) 7.92
NOTE 29: EARNING PER SHARE

Disclosure as required by Accounting Standard – Ind AS 33 “Earning Per Share” of the Companies (Indian Accounting Standards)
Rules 2015.
A. Net Profit/(loss) attributable to equity shareholders and the weighted number of shares outstanding for basic and
diluted earnings per share are as summarised below:

2022-23
Profit/(Loss) for the period (₹ in lakh) 104.37
Outstanding equity shares at period end 4,00,13,467
Weighted average Number of Shares outstanding during the period - Basic 4,00,13,467
Weighted average Number of Shares outstanding during the period - Diluted 4,00,13,467
Earnings per Share - Basic (₹ Per Share) 26.08
Earnings per Share - Diluted (₹ Per Share) 26.08
B. Reconciliation of weighted number of outstanding during the period:

2022-23
Nominal Value of Equity Shares (₹ Per Share) 10
Total number of equity shares outstanding at the beginning of the period 4,00,13,467
Add : Issue of Equity Shares during the period -
Total number of equity shares outstanding at the end of period 4,00,13,467
Weighted average number of equity shares at the end of period- Basic 4,00,13,467
Weighted average number of equity shares at the end of period- Dilutive 4,00,13,467

NOTE 30: COMMITMENTS

(` in crore)
2022-23
Estimated amount of contracts remaining to be executed in Capital Account and not provided for (Net 60.10
of Advance) i.e. the amount payable for the undelivered capital expenditure items.
Capital Commitment towards Investment with Fireside Ventures Investment Fund 4.25
Total 64.35
NOTE 31: CONTINGENT LIABILITIES

(i)
(` in crore)
2022-23
Bank Guarantees 6.14
Claims not acknowledged as debts
Disputed Excise Duty/Custom Duty Demands 23.49
Demand under Goods and Service Tax 0.36
Disputed VAT Liability -(deposited against appeal ₹ 0.39 crore) 0.61
(ii) Pending Litigations

(` in crore)
2022-23
Disputed Income Tax demands 6.20
NOTE 32: In the opinion of the Board of Directors, all assets other than fixed assets and non-current investments have a value
on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.
NOTE 33: DISCLOSURE IN ACCORDANCE WITH IND AS 108 “OPERATING SEGMENTS”, OF THE
COMPANIES (INDIAN ACCOUNTING STANDARDS) RULES, 2015.
Ind AS 108 establishes standards for the way that business enterprises report information about operating segments and related
disclosures about products and services, geographic areas, and major customers. As the Group is engaged in providing similar
nature of products, production process, customer types etc., thegroup has a single operating segment of “Agro chemicals”, there
are no differing risks and returns attributable to the Group’s services to its customers. Further, The Group primarily operates in
India and therefore the analysis of geographical segment is demarcated into its Indian and Overseas revenue as under:
a. Geographical Segment
(` in crore)
2022-23
Revenue(Gross Sale)
India 776.38
Overseas 534.87
Total 1,311.25
b. The Group is not reliant on revenue from transactions with any single external customer and does not receive 10% or more
of its revenue from transactions with any single external customer.
NOTE 34: DISCLOSURE IN ACCORDANCE WITH IND AS 24 “RELATED PARTY DISCLOSURES”,

OF THE COMPANIES ( INDIAN ACCOUNTING STANDARDS) RULES, 2015
Details are given in Statement - 2

220
NOTE 35: FINANCIAL INSTRUMENTS

i) The carrying value and fair value of financial instruments by categories as at March 31, 2023, and March
31, 2022 is as follows:
(` in crore)
As at As at
March 31, 2023 March 31, 2023
a) Financial Assets
Financial assets measured at fair value through OCI
Investments - -
Financial assets measured at fair value through P&L
Investments 0.75 0.75
Fair value of foreign exchange derivative assets 0.17 0.17
Financial assets measured at amortized cost
Investments 0.02 0.02
Loans - -
Others 8.51 8.51
Trade receivables 386.18 386.18
Cash and cash equivalents 119.42 119.42
Total Financial Assets 515.05 515.05
b) Financial Liabilities measured at amortized cost
Borrowings 89.01 89.01
Trade payables 189.32 189.32
Lease Liability 4.00 4.00
Others 43.08 43.08
Total Financial Liabilities 325.41 325.41
The Group has assessed that fair value of cash and short-term deposits, trade receivables, trade payables, and other current
financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
NOTE 36: FINANCIAL RISK MANAGEMENT

Risk management framework:
The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s senior
management oversees management of these risks. The Company’s focus is to foresee the unpredictability of financial markets
and seek to minimize potential adverse effects on its financial performance.
i) Market Risk
a. Foreign Currency Risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices etc. The
group’s operations involve foreign exchange transactions including mainly import, export, packing credit facilities and is exposed
to foreign exchange risk arising from foreign currency transactions, primarily with respect to US$. Foreign currency risk arises from
future commercial transactions and recognised in assets and liabilities denominated in foreign currency that is not Company’s
functional currency. (i.e INR ) The risk is measured through forecast of highly probable foreign currency cash flow.
Derivative contracts outstanding:

(` in crore)
Particulars Currency March 31, 2023
Forward contracts to sell USD USD 0.30
Uncovered risks in foreign currency transactions disclosed as at:

(` in crore)
Particulars Currency March 31, 2023
Borrowing (PCFC) USD 0.37
INR 30.18

Bank (EEFC) USD 0.60

INR 49.48
Trade Receivable USD 1.88
INR 179.53
Trade Payable USD 0.09
INR 7.28
Sensitivity
A change of 5% in Foreign currency would have following Impact on profit before tax
(` in crore)
Particulars March 31, 2023
5% Increase 5% Decrease
USD (Receivables) 0.09 (0.09)
USD (Payables) (0.05) 0.05
Net Increase/(Decrease) in Profit or loss (in USD) 0.04 (0.04)
b. Interest Rate Risk

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings and
loans given affected. With all other variables held constant, the Groups profit before tax is affected through the impact on floating
rate borrowings, as follows:
(` in crore)
Particulars Changes in Effect on profit
basis points before tax
2022-23
Financial liabilites
Interest rates - increase - 1% 100.00 (0.89)
Interest rates - decrease - 1% (100.00) 0.89
c. Other Market Price Risk There is an economic relationship between the hedged items
The Group is exposed to Equity price risk, which arises from and the hedging instruments. The Group has established a
FVTPL of Equity securities. The Group has a very insignificant hedge ratio of 1:1 for the hedging relationships.
portion of amount invested in quoted equity securities.
The management monitors the proportion of quoted equity The hedge ineffectiveness can arise from:
instruments in its investment portfolio based on market indices.
- Differences in the timing of the cash flows
Hedge Accounting:
- Different indexes
The Group’s business objective includes safe-guarding
its earnings against adverse price movements of foreign
- The counterpartie’s credit risk differently impacting the
exchange. The Group has adopted a policy to hedge all
fair value movements.
risks within an acceptable risk limit and an approved hedge
accounting framework which allows for Cash Flow hedges.
Movement in Cash Flow Hedge:

(` in crore)
Particulars 2022-23 Line Item in Balance Sheet/

Statement of Profit and Loss
At the beginning of the year (0.09)
Gain/(loss) recognised in other comprehensive income during 0.11 Items that will be reclassified to Profit
& Loss
Deferred tax on Gain/(loss) recognised in other comprehensive (0.03)
income during the year.
Amount reclassified to Profit and Loss during the year - Value of Sale
Deferred tax on Amount reclassified to Profit and Loss during -
the year
At the end of the year (0.00) Other Comprehensive
Income

222
ii) Credit Risk risk factors and historical data of credit losses from various
Credit risk is the risk of financial loss to the Group if a customers. The Group estimates impairment under the
customer or counterparty to a financial instrument fails to simplified approach. Accordingly, it does not track the changes
meet its contractual obligations, and arises principally from in credit risk of trade receivables. The impairment amount
the Company’s receivables from customers. Credit risk is represents lifetime expected credit loss.
managed through credit approvals, establishing credit limits
and continuously monitoring the creditworthiness of customers iii) Liquidity Risk
to which the group grants credit terms in the normal course Liquidity risk is the risk that the group will encounter difficulty
of business. in raising funds to meet commitments associated with financial
instruments. Liquidity risk management implies maintaining
Trade and Other Receivables: sufficient cash and marketable securities and the availability
In accordance with Ind AS 109 the Group uses the expected of funding through committed credit facilities to meet the
credit loss (“ECL”) model for measurement and recognition obligations when due.
of impairment loss on its trade receivables or any contractual
right to receive cash or another financial asset that result Management monitors rolling forecasts of the Group’s liquidity
from transactions that are within the scope of Ind AS 115. For position (comprising the undrawn borrowing facilities below)
this purpose, the Group uses a provision matrix to compute and cash and cash equivalents on the basis of expected cash
the expected credit loss amount for trade receivables. The flows. The Group manages its liquidity risk by preparing month
provision matrix takes into account external and internal credit on month cash flow projections to monitor liquidity requirements.
The Working Capital Position of the Group is given below:

(` in crore)
Particulars As at
March 31, 2023
Inventories 303.59
Cash and Bank Balance 119.42
Trade Receivable 386.18
Other Financial Assets 2.87
Other Current Assets 32.09
Total 844.15
Less: Borrowings 89.01
Lease Liability - ROU Asset 0.48
Trade payables 189.32
Other financial liabilities 43.08
Provisions 1.63
Other Current liabilities 8.09
Current Tax Liabilities 7.80
339.41
Net Working Capital 504.74
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
(` in crore)
Particulars Less than 2-5 years More than Total
1 year 5 years
Borrowing 89.01 - - 89.01
Trade Payable 189.32 - - 189.32
Total 321.41 - - 321.41
The above contractual Maturity profile does not include Lease Liability for which profile is seperately disclosed vide Note No.16
NOTE 37: FAIR VALUE HIERARCHY

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a)
recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements. To provide an indication about the reliability of the inputs used in determining fair value, the group has classified
its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows
underneath the table.

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on
recurring basis as at March 31, 2023 and March 31, 2022:
(` in crore)
Particulars Fair Value measurement using
Date Quoted prices in Significant Significant
of Valuation active markets observable unobservable
(Level 1) inputs inputs (Level 3)
(Level 2)
through P&L
Investments (*) March 31, 2023 - - 0.75
Fair value of foreign exchange March 31, 2023 - 0.17 -
derivative assets
Total financial assets - 0.17 0.75
(*) The Company has made an investment in Alternate Investment Fund (AIF) of ` 0.75 crore. This investment is marked at fair value through
profit and Loss (FVTPL). In the absense of data of Fair Valuation as at March 31, 2023 the same is carried at its carrying value in books, and
included under level 3 fair value hierarchy, although the same is accounted at FVTPL. The management does not expect the fair value changes
to be material to the financial statements.
NOTE 38: CAPITAL MANAGEMENT

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy
capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and
makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital
structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Company’s adjusted net debt to equity ratio as follows:

(` in crore)
Particulars As at
March 31, 2023
Gross Debt 89.01
Less: Cash and Cash Equivalent 100.06
Net debt (A) (11.04)
Total Equity (B) 810.37
Gearing ratio (A/B) -
Since net debt is negative Gearing ratio is “0”.
NOTE 39: RELATIONSHIP WITH STRUCK OFF COMPANIES

The information about transaction with struck off Companies (defined under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956) has been determined to the extent such parties have been identified on the basis of the information
available with the Company and the same is relied upon by the auditors.
NOTE 40: ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE III TO THE COMPANIES
ACT, 2013 OF ENTITIES CONSOLIDATED AS SUBSIDIARIES
Additional information as required under Schedule III to the Companies Act, 2013 of entities consolidated as Subsidiaries in
Statement 3.

224
NOTE 41: DISCLOSURE OF INTEREST IN OTHER ENTITIES AS PER IND AS 112

Consolidated Financial Statements comprises the financial statements of Heranba Industries Limited and its subsidiaries, as
listed below:
Name of entity Principal place Proportion of

of business ownership (%) as at
March 31, 2023
Subsidiary companies
Mikusu India Private Limited India 100%
Heranba Organics Private Limtied India 100%
NOTE 42: NOTE 44:

This has reference to Holding Companies letter dated May The balance sheet, statement of profit and loss, statement of
22, 2023 as submitted to the Stock Exchanges Gujarat changes in equity, statement of significant accounting policies
Pollution Control Board (“GPCB”) has uploaded an Order and the other explanatory notes forms an integral part of the
on its website instructing the Company to prohibit and financial statements of the Company for the year ended March
close the operation at its Vapi’s Pant Unit-I situated at 31, 2023.
1504, 1505, 1506, Phase–III, GIDC, Vapi & Unit-IIsituated
at A-2, 2214/2215, Phase No-III, Phase–III, GIDC, Vapi. NOTE 45:
GPCB has laid down certain conditions and has asked the
Since the acquisition of Mikusu India Private Limited and
Company to fulfil the same. The Company has already fulfilled
Heranba Organics Private Limited has resulted in the
several of the conditions laid down by GPCB. It is already in
Company preparing Consolidated Financial Statements for the
the process of taking necessary steps to comply with other
first time from June 22, the comparative figures for the year
instructions of GPCB and to resume operations at the site as
ended March 31, 2023 are not presented. Further since the
soon as possible.
Consolidated Financial Statements is prepared for the first
time the cash flow under indirect method is not prepared in the
NOTE 43: absence of opening financials statement.
The Board of Directors of the Holding Company at their
meeting held on May 30, 2023 has recommended dividend NOTE 46:
of ` 1.25 per share (12.5% of FV - ₹ 10) on the outstanding
Figures of the previous period have been regrouped/
equity shares of nominal value of ₹ 10/- each as on record
reclassified wherever necessary including to conform to
date, subject to shareholder approval at the ensuing Annual
current period’s classification.
General Meeting.



STATEMENT 1: RETURNS/STATEMENTS SUBMITTED TO THE BANK BY THE HOLDING COMPANY
March 31, 2023 (Amount in crore)

Sr. No. Quarter Name of bank Particulars of Amount as per books Amount as reported in Amount of difference Reason for
Securities Provided of account the quarterly return/ material discrepancies
statement
Refer Foot NotesaL
Foot Note:
1. The quarterly statements of inventories filed by the Company with the bank are in agreement with the books of acounts.
2. Quarterly statement submitted to the bank are subject to adjustment towards credit balances or debit balances of the same party (towards purchase and sales) and exchange
fluctuation .
Strategic Review
3. Quarterly Statement filed with the Banks are based on Bill dates.
4. Quarterly Statement filed with the Banks are considering the balances of only Raw Material and Packing Material Vendors.
5. Quarterly Statement filed with the Banks are without considering the Advance to Suppliers and Advance from Customers.
Statutory Reports
STATEMENT 2: RELATED PARTY TRANSACTIONS - Sujata S Shetty (Whole time and executive director)
A. Relationship - Vanita R Shetty (Whole time and executive director)
Enterprises over which key management personnel and their relatives exercise - Shriraj S Shetty
control
- Sams Industries Limited - Raunak R Shetty (Whole time and executive director)
- Shreya Shetty
Key Management Personnel and their Relatives
- Roshan R Shetty
- Sadashiv K Shetty (Chairman and executive director)
- Sadashiv Shetty - HUF

- Raghuram K Shetty (Managing director)
- Raghuram Shetty - HUF
225

226
B. The following are the transactions with related parties

Related party transactions
(` in crore)
i Professional Charges - 0.18 - 0.18
Mrs. Shreya M. Shetty - 0.18 - 0.18
- - - -
ii. Payment of Dividend - 5.82 0.17 5.99
- - - -
- - - -
- - - -
- - - -
- - - -
- - - -
Shreya Shetty - 0.19 - 0.19
- - - -
Roshan R Shetty - 0.13 - 0.13
- - - -
Sadashiv K Shetty - HUF - 0.06 - 0.06
- - - -
Raghuram K Shetty - HUF - 0.28 - 0.28
- - - -
Sams Industries Limited - - 0.17 0.17
- - - -
iii. Remuneration of key - 7.76 - 7.76
- - - -
- - - -
- - - -
- - - -
- - - -
- - - -

(` in crore)
iii. Remuneration of key - 0.02 - 0.02
- - - -
- - - -
iii. Guarantee given by Directors to - 86.90 - 86.90
Bank- Outstanding balances
Guarantee given by Directors to Bank - 86.90 - 86.90
- - - -
(Previous year figures are given in brackets.)
Related party relationships are as identified by the Group and relied upon by the auditors.
The managerial personnel are eligible for retirement benefits viz., gratuity and compensated absences in accordance with the
policy of the Company. The proportionate retirement benefit expense pertaining to the managerial personnel has not been included
in the aforementioned disclosures as this is provided in the books of account on the basis of actuarial valuation for the Company
as a whole and hence individual amount cannot be determined.
Terms and conditions

All transactions with these related parties are priced on an arm’s length basis. None of the balance is secured.
STATEMENT 3:
Additional information as required under Schedule III to the Companies Act, 2013 of entities consolidated as
Subsidiaries/Associates/Joint Ventures
Name of Subsidiary Heranba Mikusu India Heranba Total

Industries Private Limited Organics
Limited Private Limited
Net Worth
As a % of networth 98.20% 1.92% -0.11% 100.00%
Amount 795.76 15.53 -0.93 810.36
Share in profit/(loss)
As a % of consolidated net assets 89.99% 10.83% -0.81% 100.00%
Amount 123.81 14.89 -1.12 137.58
Share in other comprehensive income
As a % of consolidated net assets 100.00% 0.00% 0.00% 100.00%
Amount 0.19 - - 0.19
Share in total comprehensive income
As a % of consolidated net assets 86.03% 14.86% -0.89% 100.00%
Amount 89.96 15.53 -0.93 104.56

HERANBA INDUSTRIES LTD
CORPORATE OFFICE
2nd Floor, A Wing, Fortune Avirahi,
Jambli Galli Jain Derasar Lane,
Borivali (W), Mumbai - 400 092.

Heranba Industries AR2023

Uploaded by

Copyright:

Available Formats

Heranba Industries AR2023

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Heranba Industries AR2023

Uploaded by

Copyright:

Available Formats

Heranba Industries Limited

Annual Report 2022-23

About Heranba Industries

and its purpose

Robust domestic brand

We serve farmers across the country through our vast

4 70+ 850+ UPL, Rallis, Tagros, Gharda Chemicals, ADAMA,

60+ 10,000+ 41% First-generation technocrat

Heranba Industries Limited Annual Report 2022-23

Robust Brand & Product Portfolio

range of options, ultimately registrations 51 countries Bromobenzene Metaphenoxy Benzaldehyde (MPBD)

Top Selling Brands

Suspension Concentrate (SC) Oil Dispersion (OD)

ZC Formulation Concentrated Aqueous Emulsions (EW)

Suspoemulsion (SE Formulations)

Water Dispersible Granule (WDG)

Heranba Industries Limited Annual Report 2022-23

Technicals (Domestic) Technicals (Exports) Formulations (Branded) Formulations (Exports)

Sales Sales Sales Sales

Contribution Contribution Contribution Contribution

Heranba Industries Limited Annual Report 2022-23

In order to cater to a wide range of

Key reaction capabilities

Ammonolysis Hydrolysis Favorski

Cyanation Methoxylation Halogenation

Esterification Condensation Isomerisation

Friedel Crafts Cyclisation

Heranba Industries Limited Annual Report 2022-23

Manufacturing Infrastructure (Continued)

Heranba Industries Limited Annual Report 2022-23

The Company’s commitment to long-term sustainability

Heranba Industries Limited Annual Report 2022-23

Heranba takes pride in its extensive

Heranba Industries Limited Annual Report 2022-23

A roadmap to our Dear Shareholders,

Q2FY24 on our long-term priorities. Despite the short-term

Heranba Industries Limited Annual Report 2022-23

Message from the MD

Navigating adversities These products have already demonstrated success at

Heranba Industries Limited Annual Report 2022-23

Value Creation Model

Human Capital Committed Workforce

• R&D Team Strength

• Committed & Invested

Heranba Industries Limited Annual Report 2022-23

the reach of and export markets.

Enhancing and • The Phase-I expansion of the Sarigam facility is expected

Strengthening • The Company is actively participating in international and domestic

Heranba Industries Limited Annual Report 2022-23

Key Performance Indicators

PAT PAT Margin Net Worth ROE

110.11 8.3 528.13

Capital Employed ROCE Net Debt to Equity Working Capital Cycle

Heranba Industries Limited Annual Report 2022-23

Board of Directors 1. MR. SADASHIV K SHETTY 4. MR. SHRIRAJ S SHETTY

2. MR. RAGHURAM K SHETTY 5. MR. GANESH N VANMALI

5 6 3. MR. RAUNAK R SHETTY

Heranba Industries Limited Annual Report 2022-23

Corporate Governance Framework

Delivering value Balanced Board Skills and expertise