Directors Report of India Gelatine & Chemicals Ltd.

Mar 31, 2025

The Directors of your Company have pleasure to present 53^rd Annual Report along with the Audited Financial Statements
for the financial year ended 31^st March, 2025.

FINANCIAL SUMMARY:

The highlights of financial performance of the Company, for the year ended March 31,2025, are summarized hereunder:

? in Lakhs

	2024-2025	2023-2024
Total Revenue	20,619.59	21,407.55
Profit for the year after deducting all expenses but before interest, depreciation and taxation (EBIDTA) LESS:	2,882.69	4,326.15
Interest & Financial Charges	67.77	73.74
Depreciation Provision for Taxation	550.08	525.95
Current Tax	453.10	708.86
Deferred Tax	117.28	184.11
Short / (Excess) provision of taxation of earlier year	(44.47)	(5.37)
Add: Other comprehensive income	1,738.93	2,838.86
	(75.17)	(8.58)
NET PROFIT FOR THE YEAR TO WHICH IS ADDED:	1,814.10	2,830.28
Surplus Brought Forward	5,441.38	3,774.95
BALANCE AVAILABLE FOR APPROPRIATION	7,255.48	6,605.23
APPROPRIATION FOR
Dividend paid	70.92	1,063.85
Corporate Dividend Tax	-	-
General Reserve	104.72	100.00
Surplus Carried to next year''s account	7,079.82	5,441.38
	7,255.46	6,605.23

Global and Domestic Economic Overview

The Company extends its gratitude to all shareholders on the completion of yet another successful year of operations.
Due to a marginal decline in gelatine and ossein exports, the Company achieved revenue of ? 20,620/-lakhs, in its 53rd
year of operations. The Board remains confident that with continued innovation, prudent management, and the support
of our valued employees, vendors, and customers, the growth trajectory will be further strengthened in the coming
years.

During FY 2024-25, gelatine sales declined by 6% and ossein sales by 4%.due to reduction in selling price While
these fluctuations reflect global market dynamics, the underlying demand for our core products remains robust, and the
Company is actively pursuing opportunities to expand both its product portfolio and market presence.

On the macroeconomic front, India has once again reaffirmed its position as one of the fastest-growing major
economies, registering a 7.4% YOY GDP growth in FY 2025, with Q4 growth at 6.5% (March 2025), strong consumption,
government-led reforms, and robust industrial activity continue to drive this growth momentum.

Globally, whole demand for the various type of gelatine continues to grow, due to surplus production South America and
Turkey and price have common underproduction to with its energetic domestic demand and competitive manufacturing
capabilities, India has emerged as a strategic participant in this growth story, positioning itself as a major force in the
Asia-Pacific market.

Importantly, the Company has taken decisive steps in sustainability and energy efficiency, aligning its operations with
national and global priorities. During the year, the Company reduced its reliance on natural gas, optimized power
consumption through its solar energy plant, and introduced energy-efficient blowers and fine-bubble aeration technology.
These initiatives not only reduced the Company''s carbon footprint but also strengthened its competitiveness by lowering

costs and ensuring resource efficiency.

Looking ahead, India in 2026 is envisioned as a rapidly developing economy, committed to sustainable and inclusive
growth. The nation is addressing key challenges in manufacturing, energy transition, and employment generation, while
strategically positioning itself in the global economic and geopolitical landscape.

Particularly promising is India''s pharmaceutical industry, which is set for significant transformation by 2026. With strong
government initiatives, technological adoption, and an emphasis on innovation, India is reinforcing its position as a
global pharmaceutical powerhouse, opening new avenues of opportunity for allied industries, including gelatine and
collagen.

Raw Materials

For gelatine manufacturers, the quality and availability of raw materials are critical to maintaining stable operations,
consistent product quality, and financial performance. During the year, the domestic raw material supply chain in India
continued to present challenges, with inconsistency in quality and pricing pressures impacting the industry. Recognizing
these challenges, the Company has taken proactive steps by importing higher-quality raw materials and actively
collaborating with peers and government bodies to enhance domestic standards. These initiatives not only safeguard
product integrity but also support long-term sustainability of operations.

In the global market, Porcine hides and bones remain a dominant raw material source in Europe due to their abundance
and cost-effectiveness, producing Type A gelatine through acid treatment. Meanwhile, bovine hides are increasingly
being used worldwide for Type B gelatine (alkaline treatment), benefiting from their complex collagen structure. Despite
this increase in global availability of gelatine, demand for bovine bone gelatine—India''s unique specialty—is expected
to remain steady, with India continuing to serve as a reliable supplier in international markets. Prices, however, are
anticipated to remain subdued due to overall abundance in supply.

Other critical raw materials remained stable during the year:

• Hydrochloric Acid (HCL): Supply and prices were consistent. The Central Pollution Control Board (CPCB) has
advised that industrial materials used in consumables must be approved by FDA and FSSAI. The Company is
engaged in constructive discussions with authorities and expects a favorable resolution soon.

• Lime: Availability was stable, though prices fluctuated—declining until Q3 before rising in Q4 - primarily due to
changes in energy costs for hydrated lime production.

With these strategic sourcing initiatives and premium product positioning, the Company is well-placed to ensure
cost stability, maintain high-quality standards, and capture growth opportunities in FY 2025-26 and beyond.

Financial Summary

For the fiscal year 2024-25, the Company recorded :

• Gelatine Sales: ?12,322 lakhs (net of duties & taxes), reflecting a 6% decline compared to the previous year.

• Ossein Sales: ?2,022 lakhs, a 4% decrease from the previous year.

While these results mirror industry-wide challenges, they also highlight the Company''s strategic emphasis on
strengthening its gelatine business.

In contrast, DCP sales remained steady at ?4,297 lakhs in FY 2024-25, compared with ?4,266 lakhs in FY 2023-24,
demonstrating stability in this segment.

Export sales for the year stood at ?12,006 lakhs, compared with ?14,285 lakhs in FY 2023-24, reflecting a decline
of 16%. The reduction was largely driven by global price trends and currency fluctuations. However, the Company
continues to maintain a loyal international customer base, and overseas markets remain a key growth driver due to
higher realizations and strong demand for quality Indian gelatine.

Despite near-term fluctuations, the Company''s diversified portfolio, steady DCP performance, and strong export
linkages position it well to capture future growth opportunities, while strategic cost efficiencies and premium product
positioning are expected to further strengthen margins in FY 2025-26.

Operations

During the year, operational performance reflected both challenges and improvements. Imported gel bones delivered
marginally better yields, while crushed bone yields were similar to the previous year but at a higher cost, resulting in
elevated production expenses that affected gelatine margins. Exchange rate fluctuations between the US dollar and
Indian rupee also influenced revenue outcomes.

Production of gelatine increased year-on-year, while ossein and DCP production registered modest growth.

On the efficiency front, power costs were reduced by 5%, primarily due to the stable and effective operation of the
Company''s solar plant. Further gains were realized through enhanced efficiency of the hot air generator, supporting
lower energy consumption.

Environmental Initiatives & Sustainability

The year under review has been a landmark in the Company''s sustainability journey. With the commissioning of capture
of solar power plant.

Additional initiatives included:

• Energy-efficient blowers installed across operations

• Adoption of fine bubble aeration technology in effluent treatment

Together, these measures have led to a substantial reduction in the Company''s carbon footprint, strengthening its
commitment to environmentally responsible operations while ensuring long-term cost competitiveness.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read
with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), is annexed herewith as “Annexure-A” forming part of the Annual Report.

DIVIDEND:

Your directors have recommended Final Dividend of @ 50% i.e. ? 5.00 per share for the financial year ended 31st
March, 2025.

The said Final Dividend is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”)
scheduled to be held on Wednesday, 24^th September, 2025 at 11.00 a.m. According to the Finance Act, 2020, dividend
income will be taxable in the hands of the Members w.e.f. April 01,2020, and the Company is required to deduct tax at
source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVES:

Your Directors has approved a transfer of Rs.104.72 Lakhs to the General Reserve for the year ended March 31, 2025.
SHARE CAPITAL:

As on March 31, 2025, the authorised share capital of the Company was ?12,50,00,000 consisting of 1,25,00,000
equity shares of face value ?10 each and the Issued, Subscribed and Paid-up equity share capital was ? 7,09,23,000
consisting of 70,92,300 equity shares of face value ?10 each.

There was no change in the capital structure of the Company during the year.

TAXATION:

The Company has made a provision of ? 453.10 Lakhs towards current year''s Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed.
INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered
under insurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial year 2024-2025, your Company has not accepted any deposits within the meaning of Sections 73

& 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Therefore,
the “details of deposits which are not in compliance with the requirements of Chapter V of the Act” are not applicable
to the Company.

CORPORATE GOVERNANCE:

Good corporate governance underpins the way we conduct business. Your Directors affirm their continued commitment
to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the
SEBI for corporate governance practices.

The Executive Director and Chief Financial Officer have certified to the Board with regard to the financial statements
and other matters as required under regulation 17(8) of the SEBI Listing Regulations.

The Corporate Governance Report including the General Shareholder Information, as prescribed under Schedule V to
the SEBI Listing Regulations, duly approved by the Board of Directors, which form an integral part of this Report, is set
out as separate Annexure, together with the Certificate from the Practicing Company Secretaries regarding compliance
with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively. The company has complied with SS-1 and SS-2.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF'')

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven
years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the
IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2017-18 lying in the unclaimed dividend
account of the Company as on October 31, 2025 will be transferred to IEPF on the due date. Further, the shares
(excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such
transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of
transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF
Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and
eligible Shares to IEPF Demat Account within statutory timelines.

The details of unclaimed dividends and shares transferred to IEPF during Financial Year 2024-2025 are as follows:

Financial Year	Amount of Unclaimed Dividend Transferred (? in lakhs)	Number of Shares Transferred
2016-17	1.90	7,371

The Company has sent individual communication to the concerned shareholders at their registered address, whose
dividend remained unclaimed and whose shares were liable to be transferred to the IEPF. The communication was also
published in newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures,
application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of
preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF
Authority by making an electronic application in e-form IEPF-5 in accordance with the prescribed procedure and on
submission of such documents as prescribed under the IEPF Rules. The process for claiming the shares/unclaimed
dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at
www.indiagelatine.com. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts
lying with the company which are liable to be transferred, on the website of the Company.

Ms. Tanaya Tulsi Daryanani, the Company Secretary and Compliance Officer of the Company is designated as the
Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at
www.indiagelatine.com.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review,
no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management
and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during the financial year.

According to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual
accounts for the year ended on 31st March, 2025, the Board of Directors, to the best of their knowledge and belief,
states that:

i) in the preparation of the annual accounts, the applicable accounting standards or any addendum thereto, have
been followed and there are no material departures;

ii) the directors have 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 of the Company for the year ended on that date;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) proper internal financial controls were in place and that the financial controls are adequate and were operating
effectively;

vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such
systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors:

The Statutory Auditors M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W, were
appointed by the members of the Company in 50^th Annual General Meeting, to hold office from the conclusion of
50^th Annual General meeting for a term of consecutive five years till conclusion of 55^th Annual General Meeting to
be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the Act read with the Companies
(Audit and Auditors) Rules, 2014. In terms of the Notification issued by the Ministry of Corporate Affairs dated 7^th
May, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been
omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and
M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W would continue to act as the
Statutory Auditors of the Company for five years upto the conclusion of the 55^th AGM to be held in 2027.

AUDITORS'' REPORT

The report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. Notes on
financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
The Auditor''s Report does not contain any qualification, reservation or adverse remarks.

Disclosure under Section 143(12) of the Act

During the year under review, the Auditors have not reported to the Audit Committee or the Board any instances of fraud
or irregularities against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013
and Rules made there under, the details of which would need to be mentioned in the Board''s report, which forms part
of this Annual Report.

SECRETARIAL AUDITOR AND AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. Samdani Shah & Kabra,
Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31^st

March, 2025.

Secretarial Audit Report has been issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries in Form
MR-3. The said report does not contain any observation or qualification requiring explanation or adverse remark. The
Secretarial Audit report is annexed herewith as “Annexure-E” to this report.

Pursuant to regulation 24A (2) of the SEBI Listing Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019
dated 8^th February, 2019, M/s Chirag Shah & Associates, Practicing Company Secretaries has submitted Annual
Secretarial Compliance Report for the financial year 2024-25 and has also confirmed that the Company has complied
with all applicable SEBI Regulations and circulars / guidelines issued thereunder. The said Annual Secretarial
Compliance Report was submitted with the stock exchange within the given timeframe & made available on the website
of the Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to
remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors'' Appointment

The Board has put in place a policy on appointment of Directors and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director as required under Section 178(3) of the Act.

The said Nomination and Remuneration Policy, inter alia, is directed to work as guiding principles on qualifications,
positive attributes and independence for the appointment of a Director, remuneration for the Directors, Key Managerial
Personnel and Senior Management Personnel, performance evaluation of all Directors and achieving the benefits of
having a diverse Board. The Guidelines lay down the following:

• Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director,
Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and directorship)

• Board appointment

• Directors'' Remuneration

• Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors)

• Board effectiveness review

The aforesaid policy of the Company on Directors'' appointment and remuneration, under Section 178(3) of Companies
Act, 2013 is available on our website i.e. www.indiagelatine.com or on below mentioned weblink:

http://www.indiagelatine.com/financial/Nomination%20&%20Remuneration%20Policv 2023.pdf

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

The Company has adopted a process for performance evaluation of the Board and its Committees & performance of
each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and
competency of Directors, diversity in Board, quality of relationship between the Board and management, meetings of
the Board.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Directors on the Board carried out an annual evaluation of the Board itself,
its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent
Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried
out evaluation of every Director''s performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out
parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of
Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate
Governance Norms etc. Evaluation parameters of individual directors including the Chairman of the Board and
Independent Directors were based on knowledge to perform the role, time and level of participation, performance of
duties and level of oversight and professional conduct etc.

Pursuant to the provisions of the Act and Regulation 25(4) of SEBI Listing Regulations, Independent Directors in their

separate meeting held on 28^th February, 2025 have also evaluated the performance of Non-Independent Directors,
Chairman of the Board and the Board as a whole.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2)
and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given
declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
(the “Act”) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Independent Directors have complied with the code of Independent Directors as prescribed in Schedule IV of
the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and
experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified
in the Act and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the
Indian Institute of Corporate Affairs (''IICA'') and have completed the online proficiency self-assessment test conducted
by the Institute notified under the section 150(1) of the Act.

The Directors and Senior Management Personnel have complied with the code of conduct for Directors and Senior
Management.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 8 times and the independent Directors twice (28.02.2025 and 12.03.2025) during the
financial year ended March 31, 2025. The dates on which the Board meetings were held are 30.04.2024, 08.08.2024,
22.10.2024, 11.11.2024, 05.12.2024, 31.01.2025, 10.02.2025, 31.03.2025.

The other details of which are mentioned in the Corporate Governance Report annexed herewith. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS:

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees. The
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social
Responsibility Committee and Stakeholder Relationship Committee, number of meetings held of each Committee
during the financial year 2024-25 and meetings attended by each member of the Committee as required under the
Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

There have been no instances where the Board did not accept the recommendations of its committees, including the
Audit Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS

Pursuant to the provisions of Section 152(6) of the Companies Act, Mr. Annamalai Sankaralingam (DIN: 00001381),
Director who retires by rotation and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year under review, the following were the ''Key Managerial Personnel'' of the Company:

a) Mr. Viren C. Mirani - Chairman (upto 31^stJanuary 2025 &

Managing Director (upto 31^st March 2025);

b) Ms. Vishakha H. Purohit - Chief Financial Officer

d) Mrs. Tanaya T Daryanani - Company Secretary.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and
protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and
reported correctly.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the
Company, its compliance with operating systems, accounting procedures, application of the instructions and policies
fixed by the senior management of the Company. The Audit Committee reviews the report submitted by the Internal
Auditors on a quarterly basis. During the Audit Process no material discrepancies have been reported by the Internal
Auditor.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013,
the particulars of loans and/or investments made by the Company under the aforesaid provisions during the Financial
Year 2024-25 have been provided in the Notes to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which has occurred
between the close of the Financial Year as on March 31, 2025, to which the Financial Statement relate and the date of
this Report.

PARTICULARS ON REMUNERATION

The remuneration paid to Directors, Key Managerial Personnel (“KMP”), and Senior Management Personnel (“SMP”)
during Financial year ended 31^st March, 2025 was in accordance with the Nomination and Remuneration Policy of the
Company.

The prescribed particulars of Employees required under Section197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
“Annexure-B” to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 and forming part of the Boards''
Report for the year ended 31^st March, 2025 is given in the “Annexure B” of this Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, as amended from time to time, the Annual
Return as on March 31, 2024 in the form MGT-7 is available on the Company''s website at the web-link given below:

https://www.indiagelatine.com/financial/DRAFT MGT 7 23-24 PDF.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and in the
ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.
Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with
this Report as “Annexure- F”. There are no materially significant Related Party Transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23
of the Listing Regulations, which is uploaded on the Company''s website at the web-link given below:

http://www.indiagelatine.com/financial/Policv%20on%20Materialitv%20of%20related%20partv%20transaction%20

updated.pdf

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes
quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation
23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies
Act, 2013, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature,
which may or may not be foreseen, not exceeding the limits specified thereunder.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has adopted a risk management policy to identify, analyze, evaluate
& categorize various risks, implement measures to minimize/mitigate the impact of these risks where it is deemed
necessary and possible and a process to monitor them on a regular basis with strategy and business planning.

The Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through
a properly defined framework.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-section 9 of section 177 of Companies Act. 2013 (“the Act” or “Act”) and in terms
of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Company has a vigil mechanism named Whistle
Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees
of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia,
report to the management instances of unethical behavior, actual or suspected fraud or violation of the company''s code
of conduct or ethics policy.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and policy is also uploaded
on the Company''s website at the web-link given below:

http://www.indiagelatine.com/financial/Whistle%20blower%20policv%20as%20per%20LQDR.pdf
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Corporate Social Responsibility (''CSR'') Committee has been constituted pursuant to Section 135 of the Companies
Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along
with the brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken
by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules 2014 as “Annexure-D” and forms an integral part of the
Report.

The Corporate Social Responsibility (CSR) Policy is available on the website of the Company i.e. www.indiagelatine.com
COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the reporting year, no complaint has been received with respect to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and the Company''s future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025, under
the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, is set out herewith as “Annexure C” to this Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1) & (2) and Code of Conduct as per
regulation 9(1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading
with a view to regulate trading in securities by the Directors and designated employees of the Company. The code
requires pre- clearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price sensitive information in relation
to the Company and during the period when the trading window is closed. All Directors and designated employees have
confirmed compliance with the code.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the devoted services of the workers, staff and executives
for their ardent enthusiasm and interminable efforts thereby contributing to the efficient management of the affairs of
the Company.

Your directors place on record their gratitude to the State and Central Government, the company''s Bankers, Customers,
Suppliers and Shareholders for their co-operation and support and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Annamalai Sankaralingam

Place: Mumbai Chairman

Date: 22.05.2025 (DIN: 00001381)

---

Mar 31, 2024

The Directors of your Company have pleasure to present 52^nd Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL SUMMARY:

The highlights of financial performance of the Company for the year ended 31^st March, 2024, are summarized hereunder:

'' in Lakhs

Particulars	2023-2024	2022-2023
Total Revenue	21,407.55	20,835.03
Profit for the year after deducting all expenses but before interest, depreciation and taxation (EBIDTA) LESS:	4,326.15	3,656.64
Interest & Financial Charges	73.74	64.90
Depreciation Provision for Taxation	525.95	385.04
Current Tax	708.86	749.96
Deferred Tax	184.11	62.85
Short / (Excess) provision of taxation of earlier year	(5.37)	3.94
	2,838.86	2,389.94
Add: Other comprehensive income	(8.58)	(42.74)
NET PROFIT FOR THE YEAR TO WHICH IS ADDED:	2,830.28	2,347.22
Surplus Brought Forward	3,774.95	1,705.05
BALANCE AVAILABLE FOR APPROPRIATION	6,605.23	4,052.25
APPROPRIATION FOR
Dividend paid	1,063.85	177.31
Corporate Dividend Tax	-	-
General Reserve	100.00	100.00
Surplus Carried to next year''s account	5,441.38	3,774.94
TOTAL FOR APPROPRIATION	6,605.23	4,052.25

Global and Domestic Economic Overview

The company wishes all shareholders well on another excellent year. A new milestone has been crossed with the company achieving its highest ever turnover to the tune of '' 20,583.97 lakhs This has been possible on account of an increases in gelatine exports as well as the company receiving ossein export orders. This year marks its 52^nd year of existence and we hope that with the graph looking upwards, the years to come also witness similar growth possibilities. The company would like to place on record its appreciation to all its staff and employees as well to its vendors and customers for their continued support in both the domestic and the export market. The gelatine sales increased by 15% whereas Ossein sales declined by 37%.

India''s remarkable growth rate of 8.4% in the third quarter of the fiscal year 2024 surpassed all expectations, as India''s GDP growth already touched 8.2% year over year (YoY) as of April 2024.

The global economy is anticipated to experience a synchronized recovery in 2025 following the resolution of major election uncertainties, coupled with expected rate cuts by Western central banks later in 2024. India is poised to benefit from enhanced capital inflows stimulating private investments and a resurgence in exports. Concerns of inflation still persist, which may ease only in the latter half of the next fiscal year barring any surprises from rising oil or food prices.

India is in the process of transitioning from a minimum wage to a living wage system by 2025, seeking guidance from the International Labour Organization to develop a comprehensive framework for its estimation and implementation. Living wages—a minimum income necessary for a worker to meet their basic needs, factoring in key social expenditures such as housing, food, health care, education, and clothing—will impact the Indian pharmaceutical industry.

Raw materials

For gelatine manufacturers, the raw materials are crucial for maintaining stable operational conditions and ensuring both quality and financial performance. In recent years, the quality of raw materials in India has declined significantly, posing substantial challenges to the industry''s sustainability. The company, along with its peers and government counterparts, is actively working to enhance standards in the domestic raw material supply chain and is promoting the import of higher-quality raw materials to address these issues.

In the global market, particularly in Europe, pig skin availability was limited in the first part of the year 2023-24 due to which prices have remained high. However, a notable shift occurred during the second half of the year, resulting in a significant downturn in pig skin prices. Consequently, prices for pig skin gelatine experienced a sharp decline. This trend was exacerbated by increased supplies of bovine hide as raw material, leading to enhanced availability of bovine hide gelatine worldwide.

Bovine bone gelatine stands apart due to its distinct properties, allowing it to serve niche applications effectively. While pig skin and bovine hide gelatine are widely abundant, the demand for bovine bone gelatine is expected to remain steady. However, due to overall increased availability of gelatine, prices are likely to remain subdued.

The supply of hydrochloric acid remained consistent throughout the year. However, the Central Pollution Control Board has advised that all industrial materials used in the production of consumable goods must receive approval from the FDA and FSSAI. Discussions with regulatory authorities are ongoing and are expected to reach a resolution in the near future. Additionally, the prices of hydrochloric acid have remained stable throughout the year.

The availability of lime was also stable throughout the year, although pricing experienced fluctuations due to variations in the cost of PET coke, which is the primary energy source for hydrated lime production. Overall, lime prices decreased by approximately 9% during the financial year.

Sales of marine collagen under the brand name Everpure Life have remained stable throughout the year, preserving its market share despite pricing pressures from competing collagen brands. The company''s premium marine collagen has sustained its pricing position, reflecting its superior quality. The company is committed to high-quality standards is underscored by our rigorous sourcing practices, ensuring that only the finest collagen is imported from our international supply chain.

Financial Summary:

For the fiscal year 2023-2024, our company has witnessed significant developments in our product lines:

• Gelatine Sales: Our gelatine sales have risen to '' 13,056.15 lakhs (net of duties & taxes), marking a robust growth of 15% compared to the previous year

• Ossein Sales: Conversely, sales of Ossein have declined to '' 2,102.46 lakhs, reflecting a decrease of 37% from the previous year.

These results underscore our strategic focus on expanding our gelatine segment while addressing challenges in other product lines.

In the financial year 2023-24, export sales of Gelatine increased significantly to '' 12,182.75 lakhs from '' 9,657.88 lakhs in 2022-23, marking a notable 26% rise. Ossein export sales experienced a decrease of 37%, falling from '' 3,340.92 lakhs in 2022-23 to '' 2,102.46 lakhs in 2023-24. Additionally, DCP sales also decreased by 9%, from '' 4,674.68 in 2022-23 to '' 4,266.13 lakhs in 2023-24. Overall, total export sales increased by 9.65% in 2023-24. ('' 14,285.21 lakhs in 2023-24, up from '' 13,027.41 lakhs in 2022-23)

Operations:

Crushed bone yields declined during the year, resulting in higher production costs that have negatively affected gelatin margins. Despite this, overall product realizations improved compared to the previous year, largely driven by increased export sales. Additionally, favorable US dollar-Indian rupee exchange rates contributed to enhanced revenue realizations.

Production of gelatine was similar to the previous year however, the production of ossein and DCP were lower.

Power costs were reduced during the year, due to the stable and effective operation of the company''s solar plant, which was commissioned at the start of the year. Additionally, drying costs for DCP and ossein decreased due to improved efficiency in the use of the hot air generator.

Environmental initiatives and sustainability:

This year, the company decreased its reliance on natural gas, which is costlier, and instead transitioned to utilizing agricultural waste, a more sustainable alternative.

Additionally, the surface aerators in the Effluent Treatment Plant (ETP), which had high energy consumption, were replaced with energy-efficient blowers and fine bubble aeration technology. These initiatives have collectively contributed to a reduction in the plant''s carbon footprint.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed herewith as “Annexure-A” forming part of the Annual Report.

DIVIDEND:

Your Directors have recommended Final Dividend of @ 10% i.e. '' 1.00 per share for the financial year ended 31st March, 2024. Together with the Interim Dividend of @ 100% i.e. '' 10.00 per share paid on 28^th March, 2024, the total Dividend for the financial year ended 31st March, 2024 amounts to '' 110.00 per share (previous year final dividend @ 35% i.e. '' 3.50 per share and on the occasion of Golden Jubilee year, additional special dividend @ 15% i.e. '' 1.50 per share, aggregating to a total dividend @ 50% (i.e. '' 5.00 per share).

The said Final Dividend is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to be held on Friday, 27^th September, 2024 at 12:30 PM. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. 1^st April, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

TRANSFER TO RESERVES:

Your Directors has approved a transfer of '' 100.00 Lakhs to the General Reserve for the year ended 31^st March, 2024 as against an amount of ''100.00 Lakhs transferred in the previous year.

SHARE CAPITAL:

As on 31^st March, 2024, the authorised share capital of the Company was ''1,250.00 lakhs consisting of 1,25,00,000 equity shares of face value ''10 each and the Issued, Subscribed and Paid-up equity share capital was '' 709.23 lakhs consisting of 70,92,300 equity shares of face value ''10 each.

There was no change in the capital structure of the Company during the year.

TAXATION:

The Company has made a provision of '' 708.86 Lakhs towards current year''s Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed. INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial year 2023-2024, your Company has not accepted any deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the “details of deposits which are not in compliance with the requirements of Chapter V of the Act” are not applicable to the Company.

CORPORATE GOVERNANCE:

Good corporate governance underpins the way we conduct business. Your Directors affirm their continued commitment to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The Chairman & Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations.

The Corporate Governance Report including the General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretaries regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF'')

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2016-17 lying in the unclaimed dividend account of the Company as on October 21, 2024 will be transferred to IEPF on the due date. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

The details of unclaimed dividends and shares transferred to IEPF during Financial Year 2023-2024 are as follows:

Financial Year	Amount of Unclaimed Dividend Transferred ('' in lakhs)	Number of Shares Transferred
2015-16	1.88	8,131

The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF. The communication was also published in newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5 in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the shares/unclaimed dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.indiagelatine.com. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the company which are liable to be transferred, on the website of the Company.

Ms. Tanaya Tulsi Daryanani, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www.indiagelatine.com.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year.

According to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2024, the Board of Directors, to the best of their knowledge and belief, states that:

i) In the preparation of the annual accounts, the applicable accounting standards or any addendum thereto, have been followed and there are no material departures;

ii) The Directors have 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 of the Company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) Proper internal financial controls were in place and that the financial controls are adequate and were operating effectively;

vi) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors:

The Statutory Auditors M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W, were appointed by the members of the Company in 50^th Annual General Meeting, to hold office from the conclusion of 50^th Annual General meeting for a term of consecutive five years till conclusion of 55^th Annual General Meeting to be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014. In terms of the Notification issued by the Ministry of Corporate Affairs dated 7^th May, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 55^th AGM to be held in 2027.

AUDITORS'' REPORT

The report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remarks.

Disclosure under Section 143(12) of the Act

During the year under review, the Auditors have not reported to the Audit Committee or the Board any instances of fraud or irregularities against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013 and Rules made there under, the details of which would need to be mentioned in the Board''s report, which forms part of this Annual Report.

SECRETARIAL AUDITOR AND AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and and Listing Regulations, your Company has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2024

Secretarial Audit Report has been issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries in Form MR-3.The said report does not contain any observation or qualification requiring explanation or adverse remark. The Secretarial Audit report is annexed herewith as “Annexure-E” to this report.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, M/s Chirag Shah & Associates, Practicing Company Secretaries has submitted Annual Secretarial Compliance Report for the financial year 2023-24 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued thereunder. The said Annual Secretarial

Compliance Report was submitted with the stock exchange within the given timeframe & made available on the website of the Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors'' Appointment

The Board has put in place a policy on appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a Director as required under Section 178(3) of the Act.

The said Nomination and Remuneration Policy, inter alia, is directed to work as guiding principles on qualifications, positive attributes and independence for the appointment of a Director, remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel, performance evaluation of all Directors and achieving the benefits of having a diverse Board. The Guidelines lay down the following:

• Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and Directorship)

• Board appointment

• Directors'' Remuneration

• Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors)

• Board effectiveness review

The aforesaid policy of the Company on Directors'' appointment and remuneration, under Section 178(3) of Companies Act, 2013 is available on our website i.e. www.indiagelatine.com or on below mentioned weblink:

http://wwwindiagelatine.com/financial/Nomination%20&%20Remuneration%20Policv 2023.pdf

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has adopted a process for performance evaluation of the Board and its Committees & performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, quality of relationship between the Board and management, meetings of the Board.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors on the Board carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director''s performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Evaluation parameters of individual Directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct etc.

Pursuant to the provisions of the Act and Regulation 25(4) of SEBI Listing Regulations, Independent Directors in their separate meeting held on 9^th February, 2024 have also evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the “Act”) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Independent Directors have complied with the code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘MCA’) and have completed the online proficiency self-assessment test conducted by the Institute notified under the section 150(1) of the Act.

The Directors and Senior Management Personnel have complied with the code of conduct for Directors and Senior Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the Code of Conduct for Independent Directors specified under the Act and requirements of SEBI Listing Regulations, the Company is required to familiarize the Independent Directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. Hence a policy was formulated for the same. The said policy may be referred to, at the company''s official website at www.indiagelatine.com

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The details regarding Independent Directors'' Familiarization Programmes are available on website of the Company i.e. https:// www.indiagelatine.com/financialinfo.html

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 5 times and the independent Directors once during the financial year ended 31^st March, 2024. The dates on which the Board meetings were held are 22^nd May, 2023, 3^rd August, 2023, 9^th November, 2023, 9^th February, 2024 & 6^th March, 2024.

The other details of which are mentioned in the Corporate Governance Report annexed herewith. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS:

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees. The Board of Directors have re-constituted the following Committees on account of completion of tenure of Mr. Shridhar N. Pittie (DIN: 00562400) and Mr. Jayprakash M. Tiwari (DIN: 06906943), Non-Executive Independent Directors of the Company and appointment of Mr. Ashwini Agarwal (DiN: 00362480) and Mr. Vaibhav S. Pittie (DIN: 07643342) on 1st April, 2024. As on date of this report, details of composition of the Board Committees are as follows:

A. Audit Committee:

Pursuant to Section 177 of the Companies Act, 2013 read with Regulation 18 of the Listing Regulations, the Company have reconstituted the Audit Committee of the Board of Directors as under:

Sr. No.	Name of the Member	Designation in the Committee	Category
1	Mr. Ashwini Agarwal	Chairman	Non-Executive Independent Director
2	Mr. Malay M. Khimji	Member	Non-Executive Independent Director
3	Mr. Vaibhav S. Pittie	Member	Non-Executive Independent Director

B. Nomination & Remuneration Committee:

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 19 of the Listing Regulations, the Company have reconstituted the Nomination and Remuneration Committee of the Board of Directors as under:

Sr. No.	Name of the Member	Designation in the Committee	Category
1	Mrs. Bharati A. Mongia	Chairman	Non-Executive Independent Director
2	Mr. Ashwini Agarwal	Member	Non-Executive Independent Director
3	Mr. Vaibhav S. Pittie	Member	Non-Executive Independent Director

C. Stakeholder Relationship Committee:

Pursuant to Section 178 of the Companies Act, 2013 read with Regulation 20 of the Listing Regulations, the Company have reconstituted the Stakeholders Relationship Committee of the Board of Directors as under:

Sr. No.	Name of the Member	Designation in the Committee	Category
1	Mr. Vaibhav S. Pittie	Chairman	Non-Executive Independent Director
2	Mrs. Bharati A. Mongia	Member	Non-Executive Independent Director
3	Mr. Viren C. Mirani	Member	Chairman & Managing Director

D. Corporate Social Responsibility Committee:

Pursuant to Section 135 of the Companies Act, 2013, the Company have reconstituted the Corporate Social Responsibility Committee of the Board of Directors as under:

Sr. No.	Name of the Member	Designation in the Committee	Category
1	Mr. Viren C. Mirani	Chairman	Chairman & Managing Director
2	Mrs. Shefali V. Mirani	Member	Executive Director
3	Mr. Malay M. Khimji	Member	Non-Executive Independent Director

The Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee and Stakeholder Relationship Committee, number of meetings held of each Committee during the financial year 2023-24 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

DIRECTORS

Pursuant to the provisions of Section 152(6) of the Companies Act, Mr. Viren C. Mirani (DIN: 00044901) who retires by rotation and being eligible, offers himself for re-appointment.

Mr. Shridhar N. Pittie (DIN: 00562400) and Mr. Jayprakash M. Tiwari (DIN: 06906943), Non-Executive Independent Directors of the Company, have completed their second term as Non-Executive Independent Directors and have consequently ceased to be Non-Executive Independent Directors of the Company w.e.f. the close of business hours on 31^st March, 2024. Your Directors placed on record their appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors via Circular resolution passed on 1^st April, 2024 had appointed Mr. Ashwini Agarwal (DIN: 00362480), as an additional Non Executive Independent Director, pursuant to 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the Board of the Company for a term of five (5) consecutive years from 1^st April, 2024 to 31^st March, 2029, not liable to retire by rotation. The process for taking the shareholders'' approval for appointment of Mr. Ashwini Agarwal (DIN: 00362480) through Postal Ballot is ongoing, which will complete on 11th May, 2024

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors via Circular resolution passed on 1^st April, 2024 had appointed Mr. Vaibhav S. Pittie (DIN: 07643342), as an additional Non Executive Independent Director, pursuant to 149, 150, 152 read with schedule IV and Section 161(1) read with Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable provisions, sections, rules of the Companies Act, 2013, and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on the Board of the Company for a term of five (5) consecutive years from 1^st April, 2024 to 31^st March, 2029, not liable to retire by rotation. The process for taking the shareholders'' approval for appointment of Vaibhav S. Pittie (DIN: 07643342) through Postal Ballot is ongoing, which will complete on 11^th May, 2024.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the following were the ''Key Managerial Personnel'' of the Company:

a) Mr. Viren C. Mirani - Chairman & Managing Director;

b) Ms. Vishakha H. Purohit - Chief Financial Officer

c) Mrs. Tanaya T. Daryanani - Company Secretary.

During the year under review, there is no change in the Key Managerial Personnel of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

M/s M. D. Kamdar & Co., Chartered Accountants, serves as Internal Auditors of the Company. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report submitted by the Internal Auditors on a quarterly basis. During the Audit Process no material discrepancies have been reported by the Internal Auditor.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans and/or investments made by the Company under the aforesaid provisions during the Financial Year 2023-24 have been provided in the Notes to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on 31^st March, 2024, to which the Financial Statement relate and the date of this Report.

PARTICULARS ON REMUNERATION

The remuneration paid to Directors, Key Managerial Personnel (“KMP”), and Senior Management Personnel (“SMP”) during Financial year ended 31^st March, 2024 was in accordance with the Nomination and Remuneration Policy of the Company.

The prescribed particulars of Employees required under Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure-B” to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014 and forming part of the Boards'' Report for the year ended 31^st March, 2024 is given in the “Annexure B” of this Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, as amended from time to time, the Annual Return as on 31^st March, 2024 in the form MGT-7 is available on the Company''s website at the web-link given below:

https://www.indiagelatine.com/financial/MGT-7_2023-24_upload.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as “Annexure- F”. Transactions with related parties as per requirements of Ind AS -24 - ''Related Party Disclosures'' issued by the Institute of Chartered Accountants of India are disclosed in Item No. a , b & c of Note No. 39 to the Financial Statements in the Annual Report. There are no materially significant Related Party Transactions made by the Company

with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is uploaded on the Company''s website at the web-link given below:

http://www.indiagelatine.com/financial/Policv%20on%20Materialitv%20of%20related%20partv%20transaction%20

updated.pdf

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has adopted a risk management policy to identify, analyse, evaluate & categorize various risks, implement measures to minimize/mitigate the impact of these risks where it is deemed necessary and possible and a process to monitor them on a regular basis with strategy and business planning.

The Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-section 9 of section 177 of Companies Act. 2013 (“the Act” or “Act”) and in terms of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and policy is also uploaded on the Company''s website at the web-link given below:

http://www.indiagelatine.com/financial/Whistle%20blower%20policy%20as%20per%20L0DR.pdf CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Corporate Social Responsibility (''CSR'') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with the brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as “Annexure-D” and forms an integral part of the Report.

The Corporate Social Responsibility (CSR) Policy is available on the website of the Company i.e. www.indiagelatine. com

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the reporting year, no complaint has been received with respect to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No proceedings have been initiated during the year or are pending against the Company as at 31^st March, 2024, under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NOT APPLICABLE

CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is set out herewith as “Annexure C” to this Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1)& (2) and Code of Conduct as per regulation 9(1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the devoted services of the workers, staff and executives for their ardent enthusiasm and interminable efforts thereby contributing to the efficient management of the affairs of the Company.

Your Directors place on record their gratitude to the State and Central Government, the company''s Bankers, Customers, Suppliers and Shareholders for their co-operation and support and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Viren C. Mirani

Place: Mumbai Chairman & Managing Director

Date: 30^th April, 2024 (DIN: 00044901)

---

Mar 31, 2023

The Directors of your Company have pleasure to present 51^st Annual Report along with the Audited Financial Statements for the financial year ended 31^st March, 2023.

FINANCIAL SUMMARY:

The highlights of financial performance of the Company, for the year ended March 31, 2023, are summarized hereunder:

		Rs. in Lakhs
	2022-2023	2021-2022
Total Revenue	20,835.03	16,363.58
Profit for the year after deducting all expenses but	3,656.64	1,113.51
before interest, depreciation and taxation (EBIDTA)
LESS:
Interest & Financial Charges	64.90	19.11
Depreciation	385.05	360.04
Provision for Taxation
Current Tax	749.96	213.12
Deferred Tax	62.85	(39.43)
Short / (Excess) provision of taxation of earlier year	3.94	(0.46)
	2,389.94	561.14
Add: Other comprehensive income	(42.74)	77.31
NET PROFIT FOR THE YEAR TO WHICH IS ADDED:	2,347.20	638.45
Surplus Brought Forward	1,705.05	1,343.90
BALANCE AVAILABLE FOR APPROPRIATION	4,052.25	1,982.35
APPROPRIATION FOR
Dividend paid	177.31	177.31
Corporate Dividend Tax	-	-
General Reserve	100.00	100.00
Surplus Carried to next year''s account	3,774.94	1,705.05
	4,052.25	1,982.36

Your company places on record its gratitude and appreciation to all shareholders for their unflinching support and confidence in the management and staff since inception. As we hit the milestone of half a century this year, 2023 at India Gelatine & Chemicals Ltd. it is indeed a very proud moment for all of us and the best gift we could offer or announce to commemorate this momentous occasion is our stupendous performance. For the first time in the history of the company after having achieved the highest turnover in the previous financial year, we have ensured the graph climbs higher as the turnover moved upwards once again along with the profits as well which have recorded a 400% growth on a Y-O-Y basis. The total revenue has crossed the '' 200 crore mark which is a huge step forward in terms of growth and profitability.

We appreciate the efforts of all the staff and employees of the company for their efforts and support for the past 50 years without whom we would not be able to achieve this great milestone.

Members would be happy to note that the employees of the company having served more than 25 years, 35 years and 40 years and above were felicitated by The Hon''ble Minister for Fisheries, Animal Husbandry and Dairying -Shri Parshottam Rupala on the 24th of February 2023.

The sales of the company''s products namely Gelatine, Ossein and Di Calcium Phosphate (DCP) were strong and realizations were higher as well during the year.

Gelatine sales have increased to '' 11367.10 lakhs (net of duties & taxes) which is about 8 % higher than the previous year and whereas Ossein sales have increased to '' 3340.92 lakhs which is 144% higher than the previous year.

ECONOMIC SCENARIO & OUTLOOK:

The Indian Pharmaceutical Industry ranks third globally in pharmaceutical production by Volume and is known for its Generic medicines and low cost vaccines. The sector contributed to around 1.32% of the Gross Value Added (at 201112 constant prices) of the Indian economy in 2020-21. The total annual turnover of Pharmaceuticals in the F.Y. 2021-22 was ''3,44,125 crore (USD 42.34 Bn.)

There are 500 API manufacturers contributing about 8% in the Global API industry. India is the largest supplier of generic medicines accounting for 20% of the global supply of generics. (Govt. of India Ministry of Chemicals & Fertilizers Dept. of Pharmaceuticals Annual report 2022-23)

India witnessed strong financial markets as well as capital inflows as India and the world began coming out of the Covid pandemic. The Russia/Ukraine war created massive imbalances in Europe which ended in the creation of supply chain hurdles and increases in energy costs.

This led to a favourable situation for the Indian Gelatine industry as the export markets for Indian Gelatine opened. This allowed higher export sales of both Ossein and Gelatine in terms of volume as well as value.

The demand for the products of the company especially Ossein witnessed a significant increase primarily on account of raw material shortages in the world especially Europe where pig skin availability was in short supply and prices spiraled to historical high levels. Whereas DCP demand domestically continued to remain strong although at subdued prices as compared to the first half of the fiscal year. Although demand for phosphate in different forms remains high, the large imports of other phosphate alternatives and cheaper domestic rock phosphate based DCP, it resulted in softening of the market for DCP produced by the Gelatine industry.

Raw material availability was a tad better during the year however, quality deterioration continues and yields from the Indian bones keeps falling. Improvement in the quality of the bones by educating the supply chain has not yielded the kind of results as expected. As a consequence, the company plans its own route of collection and crushing of the bones thereby having a greater control on the quality. This implementation is likely to be completed during the second half of the next financial year. The effects of which will be noticeable only toward the end of 2023-24.

The company has been importing bones from overseas and continues to find other alternative geographies for the sourcing of bones to augment the availability. Although the imported bones are significantly higher in value the resultant yields and the superior quality of the finished goods do allow the imports to be more attractive than consuming the domestic raw materials.

Hydrochloric Acid along with Hydrated Lime, the other two major raw materials of the company were easily available during the year. The prices were also lower than the previous year which allowed better realizations for Gelatine as well as Ossein.

GREEN INITIATIVES:

(1) Hot Air Generator (HAG) :

We are extremely happy to announce that the company''s efforts in achieving of its green initiatives have finally taken off and that the commissioning of the Hot Air Generator (HAG) has been done in February 2023 thereby altogether eliminating the use of fossil fuels for the drying of Ossein and DCP The company now uses agricultural waste as the fuel for its heating needs for Ossein & DCP

(2) Solar Plant:

Another project which is also aimed towards the achievement of its green initiatives was the installation of the 2400 kW aC / 3000 kW DC Solar project. The company has installed solar plant about 120 kms. to the north of the Gelatine plant in the vicinity of Bharuch which has also been implemented during March 2023. The project was initially delayed on account of the non-availability of timely supplies of the solar panels from the vendor as well as minor mishaps during the commissioning period. It is hoped that given the strategic location for the solar project of the company where the sun shines bright and the number of daylight is reasonably high the company would be able to benefit greatly on account of power costs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is annexed herewith as “Annexure-A” forming part of the Annual Report.

DIVIDEND:

Your directors recommended final dividend of @ 35% i.e. '' 3.50 per share and on the occasion of Golden Jubilee year, additional special dividend @ 15% i.e. '' 1.50 per share, aggregating to a total dividend @ 50% (i.e. '' 5.00 per share) (previous year 25% i.e. '' 2.50 per share) on Equity Shares of '' 10/- each of the company for the year ended 31^st March, 2023.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to be held on Wednesday, 27^th September, 2023 at 2:30 p.m. According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01, 2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961

TRANSFER TO RESERVES:

Your Directors has approved a transfer of ''100 Lakhs to the General Reserve for the year ended March 31, 2023 as against an amount of '' 100 Lakhs transferred in the previous year.

SHARE CAPITAL:

As on March 31, 2023, the authorised share capital of the Company was ''12,50,00,000 consisting of 1,25,00,000 equity shares of face value ''10 each and the Issued, Subscribed and Paid-up equity share capital was '' 7,09,23,000 consisting of 70,92,300 equity shares of face value ''10 each.

There was no change in the capital structure of the Company during the year.

TAXATION:

The Company has made a provision of '' 749.96 Lakhs towards current year''s Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed. INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial year 2022-2023, your Company has not accepted any deposits within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the “details of deposits which are not in compliance with the requirements of Chapter V of the Act” are not applicable to the Company.

CORPORATE GOVERNANCE:

Good corporate governance underpins the way we conduct business. Your Directors affirm their continued commitment to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The Chairman & Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations.

The Corporate Governance Report including the General Shareholder Information, as prescribed under Schedule V to the SEBI Listing Regulations, duly approved by the Board of Directors, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate from the Practicing Company Secretaries regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 and SS-2.

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund (‘IEPF'')

Pursuant to the provisions of the Companies Act, 2013 read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the dividends, unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to the IEPF. Accordingly, unclaimed dividends of Shareholders for the Financial Year 2015-16 lying in the unclaimed dividend account of the Company as on November 02, 2023 will be transferred to IEPF on the due date. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such

transfer) pertaining to which dividend remains unclaimed for a consecutive period of seven years from the date of transfer of the dividend to the unpaid dividend account is also mandatorily required to be transferred to the IEPF Authority established by the Central Government. Accordingly, the Company has transferred unclaimed dividend and eligible Shares to IEPF Demat Account within statutory timelines.

The details of unclaimed dividends and shares transferred to IEPF during Financial Year 2022-2023 are as follows:

Financial Year	Amount of Unclaimed Dividend Transferred ('' in lakhs)	Number of Shares Transferred
2014-15	3.279	13,866

The Company has sent individual communication to the concerned shareholders at their registered address, whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF. The communication was also published in newspapers.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5 in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the shares/unclaimed dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.indiagelatine.com. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the company which are liable to be transferred, on the website of the Company.

Ms. Tanaya Tulsi Daryanani, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www.indiagelatine.com.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year.

According to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2023, the Board of Directors, to the best of their knowledge and belief, states that:

i) in the preparation of the annual accounts, the applicable accounting standards or any addendum thereto, have been followed and there are no material departures;

ii) the directors have 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 of the Company for the year ended on that date;

iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis;

v) proper internal financial controls were in place and that the financial controls are adequate and were operating effectively;

vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors:

The Statutory Auditors M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W, were appointed by the members of the Company in 50^th Annual General Meeting, to hold office from the conclusion of 50^th Annual General meeting for a term of consecutive five years till conclusion of 55^th Annual General Meeting to be held in the year 2027 in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014. In terms of the Notification issued by the Ministry of Corporate Affairs dated 7^th May, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s Mahendra N. Shah & Co., Chartered Accountants, Firm Registration No: 105775W would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 55^th AGM to be held in 2027.

AUDITORS'' REPORT

The report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remarks.

Disclosure under Section 143(12) of the Act

During the year under review, the Auditors have not reported to the Audit Committee or the Board any instances of fraud or irregularities against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013 and Rules made there under, the details of which would need to be mentioned in the Board''s report, which forms part of this Annual Report.

SECRETARIAL AUDITOR AND AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31^st March, 2023

Secretarial Audit Report has been issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries in Form MR-3.The said report does not contain any observation or qualification requiring explanation or adverse remark. The Secretarial Audit report is annexed herewith as “Annexure-E” to this report.

Pursuant to regulation 24A(2) of the SEBI Listing Regulations, 2015, read with SEBI Circular CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, M/s Chirag Shah & Associates, Practicing Company Secretaries has submitted Annual Secretarial Compliance Report for the financial year 2022-23 and has also confirmed that the Company has complied with all applicable SEBI Regulations and circulars / guidelines issued thereunder. The said Annual Secretarial Compliance Report was submitted with the stock exchange within the given timeframe & made available on the website of the Company.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors'' Appointment

The Board has put in place a policy on appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of a Director as required under Section 178(3) of the Act.

The said Nomination and Remuneration Policy, inter alia, is directed to work as guiding principles on qualifications, positive attributes and independence for the appointment of a Director, remuneration for the Directors, Key Managerial Personnel and Senior Management Personnel, performance evaluation of all Directors and achieving the benefits of having a diverse Board. The Guidelines lay down the following:

• Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and directorship)

• Board appointment

• Directors'' Remuneration

• Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors)

• Board effectiveness review

The aforesaid policy of the Company on Directors'' appointment and remuneration, under Section 178(3) of Companies Act, 2013 is available on our website i.e. www.indiagelatine.com or on below mentioned weblink:

http://www.indiagelatine.coiTi/financial/NoiTiination%20&%20ReiTiuneration%20Policy_2023.pdf

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has adopted a process for performance evaluation of the Board and its Committees & performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency of Directors, diversity in Board, quality of relationship between the Board and management, meetings of the Board.

Pursuant to provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors on the Board carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director''s performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Evaluation parameters of individual directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct etc.

Pursuant to the provisions of the Act and Regulation 25(4) of SEBI Listing Regulations, Independent Directors in their separate meeting held on 24^th February, 2023 have also evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the “Act”) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The Independent Directors have complied with the code of Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

The Independent Directors have confirmed that they have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs (‘IICA’) and have completed the online proficiency self-assessment test conducted by the Institute notified under the section 150(1) of the Act.

The Directors and Senior Management Personnel have complied with the code of conduct for Directors and Senior Management.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met 4 times and the independent Directors once during the financial year ended March 31, 2023. The dates on which the Board meetings were held are 27.05.2022, 04.08.2022, 07.11.2022 & 09.02.2023.

The other details of which are mentioned in the Corporate Governance Report annexed herewith. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEE OF DIRECTORS:

As required under the Act and the SEBI Listing Regulations, the Company has formed all the statutory committees. The Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Corporate Social Responsibility Committee and Stakeholder Relationship Committee, number of meetings held of each Committee during the financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

There have been no instances where the Board did not accept the recommendations of its committees, including the Audit Committee.

DIRECTORS & KEY MANAGERIAL PERSONNEL:DIRECTORS

Pursuant to the provisions of Section 152(6) of the Companies Act, Mrs. Shefali V. Mirani (DIN: 03107547) who retires by rotation and being eligible, offers herself for re-appointment.

The shareholders at the Annual General Meeting held on September 22, 2022, approved a) the re-appointment of Mr. Viren C. Mirani (DIN: 00044901) as the Managing Director of the Company for a further term of 3 years w.e.f. 1st April, 2023 and b) re-appointment of Mrs. Shefali V. Mirani (DIN: 03107547), as an Executive Director of the Company for a further term of 3 years w.e.f. 1st April, 2023.

KEY MANAGERIAL PERSONNEL

During the year under review, the following were the ''Key Managerial Personnel'' of the Company:

a) Mr. Viren C. Mirani - Chairman & Managing Director;

b) Mr. Nishant P Odhvani $ - Chief Financial Officer;

c) Ms. Vishakha H. Purohit * - Chief Financial Officer

d) Ms. Tanaya T. Daryanani - Company Secretary.

$ Mr. Nishant P Odhvani, Chief Financial Officer (CFO) of the Company gave the resignation from the position of CFO & Key Managerial Personnel (KMP) w.e.f. closing of business hours on 21st April, 2022 to explore other opportunities.

*Ms. Vishakha H. Purohit was appointed as Chief Financial Officer & Key Managerial Personnel (KMP) of the Company w.e.f. 4th August, 2022.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate internal control systems to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report submitted by the Internal Auditors on a quarterly basis. During the Audit Process no material discrepancies have been reported by the Internal Auditor.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans and/or investments made by the Company under the aforesaid provisions during the Financial Year 2022-23 have been provided in the Notes to the Standalone Financial Statements.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the close of the Financial Year as on March 31, 2023, to which the Financial Statement relate and the date of this Report.

PARTICULARS ON REMUNERATION

The remuneration paid to Directors, Key Managerial Personnel (“KMP”), and Senior Management Personnel (“SMP”) during Financial year ended 31^st March, 2023 was in accordance with the Nomination and Remuneration Policy of the Company.

The prescribed particulars of Employees required under Section197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure-B” to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014 and forming part of the Boards'' Report for the year ended 31^st March, 2023 is given in the “Annexure B” of this Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, as amended from time to time, the Annual Return as on March 31, 2023 in the form MGT-7 is available on the Company''s website at the web-link given below:

https://www.indiagelatine.com/financial/DRAFT MGT 7 22-23 PDF.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as “Annexure- F”. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is uploaded on the Company''s website at the web-link given below:

http://www.indiagelatine.com/financial/Policv%20on%20Materialitv%20of%20related%20partv%20transaction%20

updated.pdf

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder.

RISK MANAGEMENT

Pursuant to Section 134 of the Act, the Company has adopted a risk management policy to identify, analyse, evaluate & categorize various risks, implement measures to minimize/mitigate the impact of these risks where it is deemed necessary and possible and a process to monitor them on a regular basis with strategy and business planning.

The Company periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-section 9 of section 177 of Companies Act. 2013 (“the Act” or “Act”) and in terms of Regulation 22 read with Regulation 4(2)(d)(iv) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

The details of the Whistle Blower Policy are provided in the Corporate Governance Report and policy is also uploaded on the Company''s website at the web-link given below:

http://www.indiagelatine.com/financial/Whistle%20blower%20policy%20as%20per%20L0DR.pdf CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Corporate Social Responsibility (''CSR'') Committee has been constituted pursuant to Section 135 of the Companies Act, 2013. Detailed information about composition of the Committee, details of meetings held, attendance etc. along with the brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014 as “Annexure-D” and forms an integral part of the Report.

The Corporate Social Responsibility (CSR) Policy is available on the website of the Company i.e. www.indiagelatine. com

COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the reporting year, no complaint has been received with respect to sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023, under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts.

CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year under review.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is set out herewith as “Annexure C” to this Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1)& (2) and Code of Conduct as per regulation 9(1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation for the devoted services of the workers, staff and executives for their ardent enthusiasm and interminable efforts thereby contributing to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, the company''s Bankers, Customers, Suppliers and Shareholders for their co-operation and support and look forward to their continued support in the future.

---

Mar 31, 2018

DIRECTORS'' REPORT

The Directors of your Company have pleasure to present 46th Annual Report with the Audited Statements of Accounts for the year ended 31st March,2018. 7 in Lakhs

	2017-18	2016-17
FINANCIAL RESULTS
Total Revenue	10,246.43	8,147.99
Profit for the year after deducting all the expenses but
before interest, depreciation and taxation (EBIDTA)	593.45	642.10
FROM WHICH ARE DEDUCTED
Interest & Financial Charges	0.44	10.38
Depreciation	323.49	340.60
Provision for Taxation
Current Tax	54.01	7.50
MAT Receivable	-	(7.60)
Deferred Tax	(57.17)	(15.57)
Short / (Excess) provision of taxation of earlier year	47.06	0.21
	225.62
Add : Other comprehensive income	14.20	-
NET PROFIT FOR THE YEAR TO WHICH IS ADDED :	239.82
Surplus Brought Foward	487.78	372.63
BALANCE AVAILABLE FOR APPROPRIATION	727.60	689.61
APPROPRIATION FOR
Proposed Dividend	63.83	84.60
Corporate Dividend Tax	12.99	17.22
General Reserve	100.00	100.00
Surplus Carried to next year''s account	550.78	487.79
	727.60	689.61

ECONOMIC SCENARIO & OUTLOOK:

The revenue of the company has increased by Rs 2,098.44 Lakhs over the previous year. Gelatine sales have increased by Rs 942.96 Lakhs (net of duties & taxes) and whereas Ossein sales have increased by 7 692.36 Lakhs over the previous year.

The Indian Government''s positive decision to allow the import of bovine bones into India, has led to the increase in the availability of raw materials within India. Our company was the first to import Bovine bones from the other Negligible BSE Risk countries. Although the imported raw material has been received at the plant, the same was required to be subjected to various tests and thereafter are currently under the production process. Given the initial production trials with the imported bovine bones are as expected, the import of raw materials would become a regular feature considering the anticipated superior quality of material as well as higher yields.

Availability of Raw material in the domestic area is also showing signs of improvement, however, the prices remain high while the quality conditions continue to deteriorate substantially.

The increase in oil price has been a significant factor that has adversely effected the company''s performance.

As a result, there has been an increase in inputs for the company, as well as an increase in outward freight costs for the company''s finished products.

The adverse impact of the oil price increase has also resulted in the increase of the overall energy costs for the production of the company''s main products namely Gelatine and Di-Calcium Phosphate.

During the course of the year, the company not only acquired new customers, but also managed to increase sales to some of the existing customers thereby forging a greater sales volume in comparison with the previous year that has resulted in the increased sales turnover of the company.

It is with great pleasure that the company wishes to announce that it has achieved the coveted ISO 22000 certification, which acts as an extremely valuable asset for supplies to be made for food applications globally.

The augmentation of new certifications to the various accreditations that the company already enjoys, coupled with the favourable exchange rates has created conducive conditions for the export of the company''s products should result in better performance of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is annexed herewith as "Annexiire-A" forming part of the Annual Report.

DIVIDEND:

Your directors recommend dividend @ 20% i.e. Rs 2/- per share (previous year 9 % i.e. Rs 0.90 per share) on Equity Shares of Rs 10/- each of the company for the year ended31"March,2018.

TRANSFER TO RESERVES:

Your Company has transferred Rs 100.00 Lakhs (Rupees One Hundred Lakhs only) to the General Reserve (Previous year Rs 100.00 Lakhs) from the Current year''s profit.

SHARE CAPITAL:

The Company had on 20th July, 2017 completed Buy-back of 23,07,700 (Twenty Three Lakhs Seven Thousand & Seven Hundred) fully paid up Equity Shares (representing up to about 24.55% of the total paid up Equity share capital of the Company as on 31" December, 2016) from all the existing Shareholders/ Beneficial owners of equity shares holding equity shares as on the Record date i.e. 2nd June, 2017, on a proportionate basis, through the tender offer route using stock exchange mechanism ("Tender offer") at a price of Rs 117/- (Rupees One Hundred Seventeen Only) per Equity Share ("Buy-back price") for an aggregate maximum amount of up to Rs 2,700.00 Lakhs (Rupees Twenty Seven Hundred Lakhs Only) ("Buy-back size") excluding the transaction costs. The Buy-back size of Rs 2,700.00 Lakhs represents 23.33% of the paid up equity share capital and free reserves (including securities premium account) as per the audited financial statements of the Company for the nine months period ended on 31" December, 2016.The number of Equity Shares reduced from 94,00,000 to 70,92,300 post Buy-back, and accordingly Issued, Subscribed and Paid-up Capital reduced to Rs 7,09,23,OOO/- consisting of 70,92,300 equity shares of Rs 10/- each.

Apart from the above, there was no change in the Share Capital during the Financial Year under review. TAXATION:

The Company has made a provision of Rs 61.03 Lakhs (Rupees Sixty One Lakhs Three Thousand only) towards current year''s Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed. INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standard issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2018 and state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) that the directors have 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 of the Company for the yean

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; /

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT STATUTORY AUDITORS:

The Statutory Auditors M/s. Chandulal M. Shah & Co., Chartered Accountants (Firm Registration No. 101698W), were appointed in 45th Annual General Meeting to hold office from the conclusion of 45" Annual General meeting for a term of consecutive five years till conclusion of 50th Annual General Meeting to be held in the year 2022 (subject to ratification of the appointment by the members at every Annual General Meeting). However in terms of the Notification issued by the Ministry of Corporate Affairs dated 7* May, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing AGM and M/s. Chandulal M. Shah & Co., Chartered Accountants would continue to act as the Statutory Auditors of the Company for five years upto the conclusion of the 50" AGM to be held in 2022.

AUDITORS'' REPORT:

Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. Samdani Shah & Kabra, Practicing Company Secretaries to conduct the Secretarial Audit of your Company for the financial year ended 31st March, 2018.

Secretarial Audit Report has been issued by M/s. Samdani Shah & Kabra, Practicing Company Secretaries in Form MR-3.The said report does not contain any observation or qualification requiring explanation or adverse remark. The Secretarial Audit report is annexed herewith as "Annexure-E" to this report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors'' Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013, the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

The Policy of the Company on Directors'' appointment remuneration, including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters, as required under Section 178 (3) of Companies Act, 2013 is available on our website i.e. www.indiagelatine.com or on below mentioned weblink: http: //www.indiagelatine.com/financial/Nomination%20&%20RemunGration%20POIicy.pdf

(b) Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that-

Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non-unionized) is industry driven in which it is operating and also taking into account the performance leverage and factors such as to attract and retain quality talent.

For Directors, it is based on functions and responsibilities shouldered, the shareholders resolutions, provisions of the Act and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Directors on the Board carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director''s performance.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Evaluation parameters of individual directors including the Chairman of the Board and Independent Directors were based on knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct etc.

Independent Directors in their separate meeting held on 16th March, 2018 have also evaluated the performance of Non-independent Directors, Chairman of the Board and the Board as a whole.

DISCLOSURES BY THE DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) and declaration as to compliance with the Code of Conduct of the Company. All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 (the "Act") and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors have met 7 times and independent Directors once during the year ended 31" March, 2018 The details of which are mentioned in the Corporate Governance Report annexed herewith.The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF COMMITTEES OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The re-commendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL:

The Board, in its meeting held on 11-09-2017, on recommendation of Nomination & Remuneration Committee of

the Board, approved the appointment of Mr. Nishant P. Odhvani as Chief Financial Officer of the Company. Further, Mr. Kalidas P. Vagadia requested for relinquishment from the position of Chief Financial Officer of the Company. The Board of Directors in its meeting held on 11-09-2017,on recommendation of Nomination & Remuneration Committee of the Board, approved the relinquishment of Mr. Kalidas P. Vagadia. The Board of Directors places on record its appreciation for the assistance and guidance provided by Mr. Kalidas P. Vagadia, during his tenure as Chief Financial Officer (KMP) of the Company.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY:

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The prescribed particulars of Employees required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel).Rules, 2014 is annexed herewith as "Annexure-B" to this Report.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014 and forming part of the Boards'' Report for the year ended 31 "March, 2018 is given in the "Annexure B" of this Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure-F" to this Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Form No. AOC-2 is set out herewith as "Annexure- G". There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The related party transactions policy is uploaded on the Company''s website at the web-link given below:

http://www.indiagelatine.corn/financial/Policy%20on0/o20Materiality%20of%20related%20party%20transaction. pdf

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit committee and the Board of Directors for their approval.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behaviour, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

The Whistle Blower Policy is uploaded on the Company''s website at the web-link given below: http://www.indiagelatine.com/financial/Whistle%20Blower%20Policy.pdf

In staying true to our values strength, performance and passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of corporate governance and stakeholder responsibility. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014.The said Report on CSR Activities is annexed herewith as "Annexure-D and forms an integral part of the Report.

The Policy is available on the website of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as "Annexure C" to this Report.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8 (1) & (2) and Code of Conduct as per regulation 9 (1) & (2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Company''s Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

ACKNOWLEDGEMENT:

The Board of Directors appreciates the devoted services of the workers, staff and executives who have contributed to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, the company''s Bankers, Customers, Suppliers and Shareholders for their continued co-operation and support.

	For and on behalf of the Board of Directors
	Viren C. Mlranl
Place : Mumbai	Chairman & Managing Director
Date : 25-05-2018	(DIN: 00044901)

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Mar 31, 2016

The Directors of your Company have pleasure to present 44"'' Annual Report with the Audited Statements of Accounts for the year ended 31 “March, 2016.

	2015-16 7 lacs	2014-15 Rs, Lacs
FINANCIAL RESULTS Total Revenue Profit for the year after deducting all the expenses but before interest, depreciation and taxation (EBIDTA) FROM WHICH ARE DEDUCTED Interest & Financial Charges Depreciation Provision for Taxation Current Deferred	9,926.46 948.30 0.17 474.64 125.00 (17.98)	2,208.33 1,233.03 0.08 511.00 190.00 (90.34)
	581.83	811.14
NET Profit FOR THE YEAR TO WHICH IS ADDED : Surplus Brought Forward	366.47 384.61	621.89
BALANCE AVAILABLE FOR APPROPRIATION	751.08	1,754.32
APPROPRIATION FOR Proposed Dividend Corporate Dividend Tax General Reserve Surplus Calmed to next year’s account	64.60 17.22 350.00 299.26	141.00 28.71 1,200.00 384.81
	751.08	1,754.32

ECONOMIC SCENARIO & OUTLOOK:

The turnover cf the company has decreased by about 18.83% over the previous year.

Gelatine sales have decreased by 3.85% and whereas Ossein sales have reduced by 64.90% during the year.

The performance of the company is adversely affected due to shortage of raw materials leading to a steep rise in raw material prices and thereby leading to higher manufacturing costs. Increase in manpower and labour costs have also put pressure on margins and operating profits during the year.

During the year, the company completed to the tune of 90% of modernization of the raw material grading facility. The final completion of this project would take place during the current financial year 2016-17. This measure being undertaken by the company is likely to lead increased yield of the company’s products.

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT:

A Report on Management Discussion and Analysis is annexed herewith as “Annexure-A".

DIVIDEND:

Your directors recommend dividend @ 9 % i.e. 7 0.90/- per share (previous year 15% i.e. T1.50 per share) on Equity Shares of Rs, 10/-each of the company for the year ended 31" March, 2016. The proposed dividend (including Corporate Dividend Tax) will absorb Rs, 101.82 Lacs (previous year Rs, 169.71 Lacs)

TAXATION:

The Company has made a provision of Rs, 125.00 lacs towards current year''s Income Tax.

FINANCE:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed.

INSURANCE:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered underinsurance.

INDUSTRIAL RELATIONS:

Industrial relations continued to remain cordial and satisfactory.

PUBLIC DEPOSITS:

During the financial ye a r 2015-16, you r Co mp any ha s not accepted any deposit within the meaning of Sections 73& 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. .

DIRECTORS:

Mr. Nayan C. Mirani, a Non executive Director of the Company has resigned w.e.f. 30" June, 2015. The Board has placed on record its sincere appreciation and gratitude for the valuable and outstanding contribution made by Mr. Nayan C. Mirani during his association with the Company as a Director.

At the ensuing Annual General Meeting of the Company Mrs. Shefali V. Mirani, Director of the Company retires by rotation but being eligible offers hers elf for reappointment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

As stipulated in Section 134 (3){c) of the Companies Act, 2013, your Directors adhere to the "Directors'' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures:

ii) that the directors have 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 of the Company for the yean

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on a going concern basis;

v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS AND AUDITORS’REPORT: Statutory Auditors:

At the 42^nd AGM of your Company, Messrs Mahendra N. Shah & Co., Firm Registration No: 105775W, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a term of three years form 2014-2015 to 2016-2017. In accordance with Section 139 of the Act, you are requested to ratify the appointment of Statutory Auditors for he balance term.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has appointed M/s. Samdani Shah & Associates,

Practicing Company Secretaries to conduct the Secretariat Audit of your Company. The Secretarial Audit Report is annexed herewith as“ Annexure-E" to this report

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION:

(Including criteria for determining qualification, positive attributes, independence of a Director, policy relating to remuneration of Directors, Key Managerial Personnel and other employees)

(a) Policy on Directors ‘Appointment

Policy on Directors'' appointment is to follow the criteria as laid down under the Companies Act, 2013. the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

(b) Policy on Remuneration

Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is that-

- Remuneration to unionized workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non-unionized) is industry driven in which it is operating and also taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on functions and responsibilities shouldered, the shareholders resolutions, provisions of the Act and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the company,

DECLARATION OF INDEPENDENCE BYTHE INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

NUMBER OF MEETING OF BOARD OF DIRECTORS:

The Board of Directors have met 6 times and Independent Directors once during the year ended 31- March, 2016.The details of which are mentioned in the Corporate Governance Report annexed herewith.

DETAILS OF COMMITTEE OF DIRECTORS:

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

KEY MANAGERIAL PERSONNEL:

Your Company has designated Mr. Viren C. Mirani, the Managing Director, Mr. Kalidas P. Vagadia, the Chief Financial Officer and Ms. Preetel P. Mepani, Company Secretary, as the Key Managerial Personnel.

LOANS, INVESTMENT AND GUARANTEES BYTHE COMPANY:

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013.

ANALYSIS OF REMUNERATION:

Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith as "Annexure-B",

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure-F“ to this Report.

RELATED PARTYTRANS ACTIONS:

All related party transactions that were entered into during the financial year were on an arm’s length basts and were in the ordinary course of business. Form No. AOC-2 is set out herewith as “Annexure- G". There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interested the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of eil related party transactions is placed before the Audit committee and the Board of Directors for their approval.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement and provide a mechanism for the Directors / Employees of the Company to approach the designated persons / Chairman of the Audit Committee of the Company to, inter alia, report to the management instances of unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy.

In staying true to our values strength, performance and passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of corporate governance and stakeholder responsibility. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As a part of is initiative under ''Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Sports Training for Tribal Children and promoting healthcare including preventive healthcare. These precuts are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR Activities is annexed herewith as “Annexure-D".

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies {Accounts) Rules, 2014, is set out herewith as ‘''Annexure C" to this Report.

PARTICULARS OF EMPLOYEES:

The information under Section 134 of the Companies Act 2013 read with the Companies (Appointment end Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31 March, 2016 is set out herewith as "Annexure B"

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Fair Disclosure as per regulation 8(1 }& (2) and Code of Conduct as per regulation 9(1 >&(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 for Prevention of Insider Trading with a view to regulate trading In securities by the Directors and designated employees of the Company. The code requires pre- clearance for dealing in the Company’s Shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All Directors and designated employees have confirmed compliance with the code.

ACKNOWLEDGEMENT: .

The Board of Directors appreciates the devoted services of the workers, staff and executives who have contributed to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, the company’s Bankers, Customers, Suppliers and Shareholders for their continued co-operation and support.

For and on behalf of the Board of Directors

Viren C. Mirani

Place : Mumbai Chairman & Managing Director

Date : 23-05-2016 (DIN : 00044901)

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Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure to present 42nd Annual Report with the Audited Statements of Accounts for the year ended 31* March. 2014.

2013-14 2012-13 Rs. lacs Rs. lacs FINANCIAL RESULTS Total Revenue 12,353.31 12,010.91, Profit for the year after deducting all the expenses but before interest, depreciation and taxation (EBIDTA) 1,786.16 2,194.85 FROM WHICH ARE DEDUCTED Interest & Financial Charges 0.86 5.46 Depreciation 540.06 487.77 Provision for Taxation Current 425.00 477-86 Deferred (31.81) 83.57 Short provision for earlier years 46.48 — 980.59 1,054.66''

NET PROFIT FOR THE YEAR TO WHICH IS ADDED: 805.57 1,140-19 Surplus Brought Foward 665.31 355.05 BALANCE AVAILABLE FOR APPROPRIATION 1,470.88 1,49524

APPROPRIATION FOR Proposed Dividend 169.20 282,00 Corporate Dividend Tax 28.76 47,93 General Reserve 100.00 5O0.00 Surplus Canned to next year''s account 1,172.92 665 31 1,470.88 1,495.24

Operations:

The turnover of the company has increased by about 3.7% over the previous year.

Gelatine sales were higher in volume by 6.0% as compared to the previous year, as well as higher realisations both in the overseas and domestic markets. The contribution of Ossein sales and volume have increased by 33% and 13% respectively.

The demand for Gelatine in both the international and domestic market is on the rise and the company continues to make inroads into newer areas of operation. However, DCP sales have slowed down during the latter part of the year and are likely to remain sluggish for the year 2014-15. Sales were lower by almost 17% and whereas the volumes were lower by 14% on a year-on-year comparison.

The company''s project for increase in capacity has been completed during the year, however, the entire Vapi Industrial Area has been classified by the CPCB (Central Pollution Control Board) to be a CPA (Critically Polluted Area). Due to this classification, the application for utilization of the expanded capacity is still awaiting approval at the GPCB (Gujarat Pollution Control Board).

During the year, the company has implemented several measures by employing newer technologies for energy conservation as well as maintaining quality standards of the company''s products, which have resulted in reducing the overall energy consumed. Although the cost of energy has increased by 21% on a periodic basis during the year, the units of Natural Gas consumed are lower due to the implementation of various efforts undertaken for conservation of energy. Since environmental regulations are always a matter of concern, the company has been upgrading the facilities on an ongoing basis in order to meet with the stricter norms being imposed by the pollution department.

The major challenges faced during the year were related to the availability and quality of the main raw material, i.e. crushed bones. The trend of quality deterioration is more disturbing as it impacts both, the quality of the final products as well as lower yield. These factors will have a negative effect on the company''s performance in the future in case the trend of raw material quality deterioration continues further.

Overall, efforts are being made to organize ways and means of the import of betterquality raw materials from overseas. Our company strives to overcome the obstacles it currently faces and achieve the goals that have been set for the coming year. We acknowledge the challenges at hand and hope that the necessary steps taken by us alleviate them.

Dividend:

Your directors recommend dividend @ 18% i.e. Rs. 1.80/- per share (previous year 30% i.e. Rs. 3.00 per share) on Equity Shares ofRs. 10/- each of the company for the year ended 31* March, 2014. The proposed dividend (including Corporate Dividend Tax) will absorb Rs. 197.96 Lacs (previous year Rs. 329.93 Lacs)

Taxation:

The Company has made a provision of Rs. 425.00 Lacs towards current year''s Income Tax.

Finance:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed.

Industrial Relations:

Industrial relations continued to remain cordial and satisfactory. Directors:

Mr M D. Vora, Director of the Company since 22"" January, 1975, expired on 25* December, 2013. On his death the company has lost its friend, philosopher and guide. The Company and the Board offertheir heartfelt condolences to the departed soul of the late Mr. M. D. Vora.

Mr. M. D. Vora, consequently, would cease to be a member on the Audit Committee and Remuneration Committee.

Mr. K. C. Dalai, Director of the Company since 31 * March 2001 has tendered his resignation on 28* June, 2014.

Mr K C Dalai has served as Chairman of the Board and Audit Committee. The Board has placed on record its sincere appreciation and gratitude for the very valuable and outstanding contribution made by Mr. K. C. Dalai dunng his association with the Company as a Director.

Mr J M Tiwari on 7* July, 2014 was appointed as a Non-Executive Independent Director to fill the casual vacancy of Mr. K. C. Dalai and hence would be retiring by rotation at the ensuring Annual General Meeting and being eligible offers himself for re-appointment.

Mr. V. C. Mirani retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Directors'' Responsibility Statement:

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors adhere to the "Directors'' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the annual accounts on a going concern basis. Statutory Auditors:

Messrs Mahendra N. Shah & Co., Firm Registration No: 105775W, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

They have furnished a certificate to the effect that the re-appointment, if made, will be in accordance with Section 141 (3)(g) of the Companies Act, 2013.

Cost Auditors:

Messrs B. F. Modi & Associates, Membership No: 6955, Cost Accountants, the CostAuditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

They have furnished a certificate to the effect that the re-appointment, if made, will be in accordance with Section 148(5) read with Section 139 of the Companies Act, 2013.

Insurance:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered underinsurance.

Particulars of Employees:

The information under Section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended 31" March, 2014 is annexed hereto.

Management Discussion and Analysis Report:

Report on Management Discussion and Analysis is annexed herewith.

Corporate Governance:

A report on Corporate Governance along with the certificate from the auditors is annexed herewith.

Particulars of Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, forming part of the Directors''Report is annexed hereto.

Cost Compliance Report:

The Company had appointed M/s. B. F. Modi & Associates, Cost Accountants, to certify the Cost Compliance Report and Annexures thereto of the company for the financial year ending 31* March, 2013. The Cost Compliance Report was filed with the Ministry of Corporate Affairs on 20.09.2013.

Further, the Cost Audit of the Company is already in progress and the Cost Audit Report would be filed with the Ministry of Corporate Affairs on or before the due date of 30.09.2014.

Acknowledgement:

The Board of Directors appreciate the devoted services of the workers, staff and executives who have contributed to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, the company''s Bankers, Customers, Suppliers and Shareholders for their continued co-operation and support.

For and on behalf of the Board of Directors

Place : Mumbai Viren C. Mirani Date : 07.07.2014 Chairman & Managing Director

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Mar 31, 2013

The Directors of your Company have pleasure to present 41st Annual Report with the Audited Statements of Accounts for the year ended 31st March, 2013.

2012-13 2011-12 Rs. lacs Rs. lacs

FINANCIAL RESULTS

Total Revenue 12,010.91 10,689.58

Profit for the year after deducting all the charges and expenses but before interest, depreciation and taxation (EBIDTA) 2,216.56 1,433.41

FROM WHICH ARE DEDUCTED

Interest & Financial Charges 25.03 18.77

Depreciation 487.77 447.04

Provision for Taxation

Current 480.00 249.00

Deferred 83.57 11.38

1,076.37 726.19

NET PROFIT FOR THE YEAR 1,140.19 707.22 TO WHICH IS ADDED :

Surplus Brought Forward 355.05 320.95

BALANCE AVAILABLE FOR APPROPRIATION 1,495.24 1,028.17

APPROPRIATION FOR

Proposed Dividend 282.00 235.00

Corporate Dividend Tax 47.93 38.12

General Reserve 500.00 400.00

Surplus Carried to next year''s account 665.31 355.05

1,495.24 1,028.17

Operations:

Your company continues to strengthen the sale of its products in markets as well as applications which have a greater potential of growth and better realizations. It also greatly focuses on control of raw material cost which has resulted in the better performance of your company during the year. The turnover of the company increased by about 13.12% over the previous year.

Gelatine sales were marginally lower in volume by 14% as compared to the previous year, however, due to higher realizations in the export and domestic markets your company achieved higherturnoveron Gelatine sales to the extent of about 5%. Ossein sales have increased by 19% due to increased demand from customers.

Overall demand for Gelatine in the domestic market has increased and your company strives further to expand its customer base. DCP sales remain strong as sales of poultry products increased at a consistent growth of 15-20% annually.

With the pollution control laws becoming stringent overtime, your company has had to invest into newer technologies as well as systems to overcome the challenges of waste water and solids disposal. Steps towards making our Effluent Treatment Plant as a revenue source remain successful and your company is also looking at bettering the systems and improving the efficiency of this process.

Energy costs are a large cost component for our company''s products and with the Natural Gas prices moving up by almost 43% over the previous year, our company continues to identify & implement alternate mechanisms which are likely to lowerthe cost of production of our company''s products.

Our company is making all round efforts for improving the quality of raw material, at the same time implementing processes & solutions for a superior quality finished product which will allow a healthy growth forthe company.

Dividend:

Your directors recommend dividend @ 30% i.e. Rs. 3.00 per share (previous year 25% i.e. Rs. 2.50 per share) on Equity Shares ofRs. 10/-each of the company forthe year ended 31st March, 2013. The proposed dividend (including Corporate Dividend Tax) will absorb Rs. 329.93 lacs.

Taxation :

The Company has made a provision ofRs. 480 lacs towards current year''s Income Tax & Wealth Tax.

Finance:

The Company continues to get requisite assistance and co-operation from its bankers as and when needed.

Industrial Relations:

Industrial relations continued to remain cordial and satisfactory.

Directors:

Mr. N. C. Mirani and Mr. P. P. Madhavji retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors'' Responsibility Statement:

As stipulated in Section 217(2AA) ofthe Companies Act, 1956, your Directors adhere to the "Directors'' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe Company at the end ofthe financial year and ofthe profit ofthe Company forthe year;

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the Annual Accounts on a going concern basis.

Auditors:

Messrs Mahendra N. Shah & Co., Firm Registration No: 105775W, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

They have furnished a certificate to the effect that the re-appointment if made will be in accordance with Section 224 (1B) ofthe Companies Act, 1956.

Insurance:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered underinsurance.

Particulars of Employees:

The information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part ofthe Directors'' Report for the year ended 31st March, 2013 is annexed hereto.

Management Discussion and Analysis Report:

Report on Management Discussion and Analysis is annexed herewith.

Corporate Governance:

A report on Corporate Governance along with the certificate from the auditors is annexed.

Particulars of Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 217(1 )(e) ofthe Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules, 1988, forming part ofthe Directors'' Report is annexed hereto.

Cost Compliance Report:

The Company had appointed M/s. B. F. Modi & Associates, Cost Accountants, to certify the Cost Compliance Report and Annexures thereto ofthe company forthe financial year ending 31s! March, 2012. The due date for filing the Cost Compliance Report with the Ministry of Corporate Affairs was 31.01.2013. The Cost Compliance Report was filed with the Ministry of Corporate Affairs on 28.12.2012.

Acknowledgement:

The Board of Directors appreciate the devoted services of the workers, staff and executives who have contributed to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, the company''s Bankers, Customers, Suppliers and Shareholders for their continued co-operation and support.

For and on behalf of the Board of Directors

Place : Mumbai Viren C. Mirani

Date : 30.05.2013 Managing Director

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Mar 31, 2011

Dear Members,

The Directors of your Company present their 39th Annual Report with the Audited Statements of Accounts for the year ended 31st March, 2011.

2010-2011 2009-2010 Rs. Rs.

FINANCIAL RESULTS

Profit for the year after deducting all the charges and expenses but before interest, depreciation and taxation (EBIDTA) 8,63,78,405 14,01,84,104

FROM WHICH ARE DEDUCTED

Interest & Financial Charges 16,43,603 24,83,675

Depreciation 4,24,40,141 4,14,61,030

Taxation

Current 1,62,00,000 3,20,00,000

Deferred (44,51,891) (31,49,792)

Short Provision for Earlier Years 28,28,231 —

5,86,60,084 7,27,94,913

NET PROFIT FOR THE YEAR 2,77,18,321 6,73,89,191

TO WHICH IS ADDED :

Surplus Brought Forward 3,62,27,279 3,57,60,533

BALANCE AVAILABLE FOR APPROPRIATION 6,39,45,600 10,31,49,724

APPROPRIATION FOR

Proposed Dividend 1,88,00,000 1,88,00,000

Corporate Dividend Tax 30,49,830 31,22,445

General Reserve 1,00,00,000 4,50,00,000

Surplus Carried to next year's account 3,20,95,770 3,62,27,279

6,39,45,600 10,31,49,724

Operation:

The turnover of the company increased by about 7.7% over the previous year in spite of the adverse conditions prevailing in the raw material used by the company namely crushed bones. Realisations for all the products were increased as the increases in costs were passed on to the customers.

Gelatine sales were higher as compared to the previous year by 13.67% especially due to higher realisations in the export markets. DCP realisations were higher by 15.40%.

Gelatine demand in the domestic market has begun to show further increase and your company is continuing with its efforts in expanding the customer base. DCP sales remain buoyant again to the increase of poultry products in the domestic area, where poultry feed continues to find advantages in the use of the consistent quality of our DCP.

Pollution control measures are being strengthened by the installation of newer technologies being available for the treatment of the parameters as modified by the Pollution Control Board from time to time. Although the costs towards treatment of effluent are continuously rising, more efficient means are constantly adopted to bring the expenses down without compromising on the effluent standards.

Crushed bones prices moved up by about 28.15% over the previous year and with the pressure on availability of the same, your company is looking towards a well established import possibility. Besides low availability there is also a drastic deterioration in quality thereby also affecting the yield of our final products.

Natural Gas prices are on the way up and this is severely increasing the operational cost. Although in the short term the alternatives are limited, the company is making inroads into measures to reduce the consumption of Natural Gas by investing in more energy efficient equipments. During the year Natural Gas prices increased by 16.37% over the previous year.

Considering the challenges ahead on the higher costs and the timely countermeasures taken by the company to tide with the same, your company hopes to maintain or better the performance going forward.

Dividend;

Your directors recommend dividend @ 20% i.e. ? 21- per share (previous year 20% i.e. Rs. 2.00 per share) on Equity Shares ofRs. 10/- each of the company for the year ended 31st March, 2011. The proposed dividend (including Corporate Dividend Tax) will absorb Rs. 218.50 lacs.

Taxation:

The Company has made a provision of Rs. 162 lacs and Rs. 28.28 lacs towards current year's and short provision for earlier year's Income Tax & Wealth Tax respectively.

Finance :

The Company continues to get requisite assistance and co-operation from its bankers as and when needed.

Industrial Relations :

Industrial relations continued to remain cordial and satisfactory.

Directors :

Mr. Viren C. Mirani and Mr. K. C, Dalai retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Directors' Responsibility Statement:

As stipulated in section 217(2AA) of the Companies Act, 1956, your Directors adhere to the "Directors' Responsibility Statement" and confirm as under:

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Auditors:

Messrs Mahendra N. Shah & Co., Firm Registration No: 105775W, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

They have furnished a certificate to the effect that the reappointment if made will be in accordance with section 224 (1B) of the Companies Act, 1956.

Insurance :

All the properties of the Company including building, plant & machinery and stocks have been adequately covered under insurance.

Particulars of Employees :

The information under section 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors' Report for the year ended 31st March, 2011 is annexed hereto.

Management Discussion and Analysis Report:

Report on Management Discussion and Analysis is annexed herewith.

Corporate Governance:

A report on Corporate Governance alongwith the certificate from the Auditors is annexed.

Particulars of Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, forming part of the Directors' Report is annexed hereto.

Acknowledgement:

The Board of Directors appreciate the devoted services of the workers, staff and executives who have contributed to the efficient management of the affairs of the Company.

Your Directors place on record their gratitude to the State and Central Government, the company's Bankers, Customers, Suppliers and Shareholders for their continued co-operation and support.

For and on behalf of the Board of Directors

Nalin K. Vissanji Chairman

Place Mumbai Date 25.07.2011

---

Mar 31, 2010

The Directors of your Company have pleasure to present their 38th Annual Report with the Audited Statements of Accounts for the year ended 31 st March, 2010.

2009-2010 2008-2009 Rs. Rs.

FINANCIAL RESULTS

Profit for the year after deducting all the charges and expenses but before Interest, depreciation and taxation (EBIDTA) 14,01,84,104 17,27,59,496

FROM WHICH ARE DEDUCTED

Interest & Financial Charges 24,83,675 40,10,861

Depreciation 4,14,61,030 4,09,44,453

Taxation

Current 3,20,00,000 4,85,00,000

Deferred (31,49,792) (67,55,731)

Fringe Benefit Tax - 15,30,000

7,27,94,913 8,82,29,583

NET PROFIT FOR THE YEAR 6,73,89,191 8,45,29,913

TO WHICH IS ADDED:

Surplus Brought Forward 3,57,60,533 1,32,25,680

BALANCE AVAILABLE FOR APPROPRIATION 10,31,49,724 9,77^5,593

APPROPRIATION FOR 1,88,00,000 1,88,00,000

Proposed Dividend 31,22,445 31,95,060

Corporate Dividend Tax 4,50,00,000 4,00,00,000

General Reserve 3,62,27,279 3,57,60,533

Surplus Carried to next years account 10,31,49,724 9,77,55,593

Operations:

The Sales of the company were maintained on similar levels of the previous year against all odds given the pressures of the Global Financial Crisis affecting the overseas markets.

Gelatine production & sales (23%) & (29%) were respectively higher as compared to the previous year, however, the production & sales of DCP were lower owing to the reduced off take of Ossein. Due to the closing down of operations of some of the companys customers this is likely to affect the sales of the company for the coming years.

Gelatine demand in the domestic market has began to show some increase & hence, your company is making inroads slowly for catering to this new demand. DCP sales realization during the year were higher than the previous year and is also likely to remain strong in the coming years with the poultry feed market continuing on its growth path.

Pollution control authorities are getting more and more stringent. In order to keep up with the environmental standards there has been tremendous pressure on the companys finances. The company is trying to find more efficient/economical methods to reduce the financial burden due to pollution control measures.

On the raw material side the crushed bones prices moved up by about 14% and there are severe constraints expected for the availability of crushed bones in the near future. An alarming trend is being witnessed in the prices of crushed bones coupled with deterioration in the quality of the crushed bones too. Thereby resulting in reduced yields & compromised financial performance of the company.

Since the financial year 2007-2008 the company had embarked on the usage of Natural Gas as its energy source. During the current financial year there has been an upward revision (11.15% ) of Natural Gas prices by the suppliers & this has impacted the energy bill of the company. It is expected that in the coming years the prices of Natural Gas will further increase. Alternatives available are being studied in order to bring the cost of power & fuel lower.

Amidst all the challenges lying ahead the management hopes to cope up in the most prudent manner to maintain the healthy performance of the company.

Dividends:

Your directors recommend, dividend @ 20% i.e Rs. 2.00 per share (previous year @ 20% i.e Rs. 2.00 per share) on equity shares of Rs. 10/- each of the company for the year ended 31st March, 2010. The proposed dividend (including Corporate Dividend Tax) will absorb Rs 219.22 lacs. Taxation:

The Company has made a provision of Rs.320 lacs towards current years Income Tax & Wealth Tax.

Finance:

The Company continues to get requisite assistance and co-operation from its bankers as & when needed.

Industrial Relations:

Industrial relations continued to remain cordial and satisfactory.

Directors:

Mr. Nalin K. Vissanji and Mr. Nayan C. Mirani retire by rotation at the ensuing Annual General Meeting and are being eligible offer themselves for re-appointment.

Directors Responsibility Statement:

As stipulated in section 217(2AA) of the Companies Act, 1956, your Directors adhere to the "Directors Responsibility Statement" and confirm as under:

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

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

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Auditors:

Messrs Mahendra N. Shah & Co., Firm Registration No. 105775W, Chartered Accountants, the Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

They have furnished a certificate to the effect that the reappointment if made will be in accordance with sec.224 (1B) of the Companies Act, 1956.

Insurance:

All the properties of the Company including building, plant and machinery and stocks have been adequately covered under insurance.

Particulars of Employees:

The information u/s 217(2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 and forming part of the Directors Report for the year ended 31s March 2010 is annexed hereto.

Management Discussion and Analysis Report:

Report on Management Discussion and Analysis is annexed herewith.

Corporate Governance:

A report on Corporate Governance alongwith certificate from the auditors are annexed.

Particulars of Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, and forming part of the Directors Report is annexed hereto.

Acknowledgment:

The Board of Directors appreciate the devoted services of the workers, staff and executives who have contributed to the efficient management of the affairs of the Company.

Your directors place on record their gratitude to the State and Central Government, Sojitz Corporation, the companys Bankers, Customers, Suppliers and Shareholders for their continued co-operation and support.

For and on behalf of the Board of Directors

Place: Mumbai

Date : 11-08-2010 Nalin K. Vissanji

Chairman