The Board of Directors (the "Board") of Dislm Resources Limited ("your Company"/ "the Company") is pleased to present the I9l,h (Twenty Mi nth) Annual Report and the Audited Financial Statements of your Company For the Financial year ended 31* March, 2(124 ("Financial Year tinder review").
II) FINANCIAL SUMMARY AND IIIGIILIGHTS:
The financial performance of the Company for the Financial Year under review and for the previous financial year ended on 3La* March, 2024 is given below:
fAmount in R.s,l
Particulars
|
Current Year
|
Previous Year
|
(2023 24)
|
(2022-23)
|
Revenue from operations
|
1,4 0,73,6-80
|
3,71,18,633
|
Other Income
|
3.19,41,543
|
67,70,191
|
Total revenue
|
4,59,15,223
|
4,39,98,814
|
Expenditure
|
Employee benefits expenses
|
15,54,000
|
14,84,000
|
Other expenses
|
1,51,26,137
|
3,79,51,719
|
Total expenses
|
1,66,90,137
|
3,94,35,719
|
Profit/(Less) before exceptional and extra ordinary items and tux
|
2,92,35,096
|
44,53,095
|
Tux expense:
|
Current Tax
|
(49,83,28 )
|
f 6,9 4,69 3)
|
Less: MAT Credit
|
17,62,020
|
1,50,023
|
Deferred Tax
|
41,29,730
|
-
|
Net profit/(Loss) for the year
|
3,02,43,552
|
39,08,440
|
Total Other Comprehensive Income
|
9,39,530
|
5,51,30,298
|
Total Comprehensive Income
|
3,11,03.082
|
5,90,38,737
|
Earnings Pei1 Share (EPS)
|
Basic
|
4.25
|
8.07
|
Diluted
|
4,25
|
8.07
|
[2] STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE:
The Company's main object is to carry on the business of industrial supply including precious and semi-precious metals, Logistic; Services, Trading of waste paper., recycling of paper, trading of textile, coal and coal related products. Also, the Company deals into 'Trading of Metal items (coil/shccts/pLates), Motor blowers & condensers, copper pipe, copper fittings & in Fabrics Crey doth & finish doth and trading in stocks.
During the financial year 2023-24, the company delivered a Strong performance, due to increase in Long term gain on sales of shares &. partial gain in interest income, in compare to financial year 2022-23. It is nearly 10 times of the net profit generated in the previous year. The better results of the company are generated due to dealing and trading in securities. Further, as per the survey, during the financial year, enhanced participation of retail investors 1 ended stability to the capital market and it resulted beneficial for the company.
The total revenue of the Company from operation stood at Rs. 1.40.73,680/- in current FY 202 3-24 a s contrast to Its, 3,71,18, Ej33 /- in the previ oils FY 2 0 2 2-23,
The Total Espouses were 1,66,80,137/- during current FY 2023-24 in contrast to Rs. 3,94,33,719/- in the previous FY 2022-23.
The Net Profit after Tax was its. 3,02,43,532/- for the year 2023-24 compared to Net profit of Rs, 39. Of].440/- for the year 2022-23.
The Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming Financial Year.
f31 SHANK CAPITAL:
I Amount in INR Thousands!
Year
|
Authorised Capital
|
Issued Capital
|
Subscribed Paid-Up Ca
|
Capital & pital
|
Shares
|
Rs.
|
Shanes
|
Rs.
|
Shares
|
Its.
|
2023 24 [C.F.Y.]
|
Ý8000 000
|
BO 000,0
|
7500800
|
75008.0
|
7315500
|
73155.0
|
2022-23
|P,K.Y.]
|
8000000
|
80000,0
|
7500800
|
75008.0
|
7315500
|
73155.0
|
The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares [including sweat equity shares) to the employees or Directors of the Company, under any Scheme, No disclosure is required under Section 67[3)[cl of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section arc not applicable.
Ml TRANSFER TO RESERVE:
The Company docs not propose to transfer any amount to reserves of the Company. I lowcvci, during the year net profit of Rs. 3,02,43,552/- was retained in the profit & Loss account,
151 DIVIDEND:
During the Year under review, the turnover and profitability of the Company has grown sufficiently, However, your directors, in order to conseive the resources and recognizing the need for conserving cash to augment its working capital to continue the growth momentum, thought it would he prudent to plough back the profits for the year for the operations and do not reco m m end any d i vidend for the yea r 2 0 2 3-24 und er review.
|0| DETATI.S OF fllREfTOR.S / KEYMAMAfiEBIALPERSONNEL APPOINTED/BESlfiMEP; Retirement by Rotation;
Pursuant to the provisions of Section 152[6) of the Companies Act, 2013, Mr. Rahul Kami eke [DIN: 08354776) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himseif for re-appointment
Your directors recommend Ills re-appointment for approval of die members and the brief details as required under regulation 3&[3) of SEBI Listing obligations and Disclosure requirement, Regulations 2015, read with secretarial standaixJ, is provided as Annexure to the notice of the Annual general meeting.
Appointment:
During the financial year Under review, following directors were appointed by the hoard as an additional director in the board meeting held on 12/02/2024:
Name of Directors
|
Designation
|
DIN
|
Mr. Nilesh Tiwari
|
Independent Director
|
10488420
|
Mrs. Paditiaja Deshinukh
|
Independent Director
|
10280913
|
Mr. Shekhar Moreshiya
|
Non-executive Director
|
10501630
|
Mr. Suyog Nil da war
|
Executive Director
|
07864158
|
Re-appointment
Board members pursuant to the requirements of the companies Act, 2013, approves and offers to the member for re-appointment, of Mr. Rahul Ram take (DIN: 08354776} who retires by rotation at the ensuing annual general meeting.
Board members after considering the expertise and experience of Mr. Krishna Awtar Itabra {DIN: 00650817}, recommend his re-appointment as managing Di reel or before the members i n the u pco m i ng a n nua I gen era I meeti ng fo r t he fu r he r te rm of 3 years, as the earlie r te rm of 5 years, duly approved by the members gets expire on i 3th August, 2025.
Since, before one year, it is beneficial and cost effective for the company to get the approval from the members in the upcoming annual general meeting.
Cessation:
[luring the year under review, following directors have resigned;
Name of Directors
|
Designation
|
Date
|
DIN
|
Mr. Ne-ei-jl Kumar Maheshwari
|
Director
|
13/07/23
|
01010325
|
Mr. Vipul Vashi
|
Jndeuendent Director
|
13/07/23
|
06930448
|
Ms. Mukta Maheshwari
|
Director
|
12/02/24
|
00194635
|
Mr. lugdish Prasad Kabra
|
Independent Director
|
12/02/24
|
00482014
|
Mi'. Navccn Ashnk Kumar Maheshwari
|
Independent Director
|
12/02/24
|
05239915
|
Mr. Pradeep Kumar Dad
|
Independent Director
|
12/02/24
|
07658809
|
K^y Managerlal Personnel;
The following persons were-designated as Key Managerial Personnel as on 31.03.2024:
SR
KO.
|
NAMEOFKMF
|
DESIGNATION
|
1.
|
Mr. Krishna AwtarKabra
|
Managing Director
|
2.
|
Mr. Vijuvbhai Vrailal Mehta
|
Chief Financial Officer fCFOl
|
3.
|
’’Ms. ntiwam Nanar
|
Comnanv Secretarv anti Co mu ha nee officer
|
JMs. Dlnvani Nagar was appointed hy the board in their meeting held on 26.05.2023.
The Company has compiled with the requirements of having Key Managerial Personnel as per provis ions o f Sectio n 2 0 3 of th e Compan ies Act, 2013.
[7| DETAILS OF HOLDING/SIJRS] RARY COMPANIES:
The Company doesn't have any Holding/ Subsidiaiy/ Joint Ventures/ Associate Companies at the beginning of the year, during tire year or at the end of the year and hence there Is no .requirement of giving the statement containing the salient feature of the financial statement of the Company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures,
m DEPOSIT:
The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit a.s prescribed under the provision of the Companies Act, 201 3 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit failing under Rule 8 (SIM and (vi) of Companies [Accounts) Rules, 2014.
m DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS Oft COURTS OR TRIBUNALS:
During ihe year under review t lie re were no significant and materiid orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Company's operation in future.
1101 ISJTFRNAI FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of husincss of the Cnmpany. The Company has adopted the pnlicies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, tire accuracy and completeness of the accounting records, and the timely preparation of re liable financial Information.
|11| CONSRRVATION OF ENERGY. TEfllNDmCY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act, 2013 road with Rule fi [3) of Companies [Accounts) Rules, 2014, the Board of Directors hereby declare that there are no particulars to report for the Conservation of Eneigy & Technology Absorption. There was no foreign exchange earnings and outgo during the year unde]' the review.
[12] PERSONNEL:
There was no employee drawing remuneration requiring disclosure under Rule 5(2} of Co m pa [i i tf s (Appoi n i m on i a nd Re m u nerati on of Manager!a I Pe rso nnelj K ales, 2014.
[131 AUDITORS AND THFilR REPORTS:
fAf STATUTORY AUDITORS:
M/s- S- N. Shah & Associates (Firm Registration No. 1U97S2W) were re-appointed as Statutory Auditors of the Company for the second term of 5 (Five) consecutive years to hold office From the conclusion of the 27th (Twenty-Seventh) Annual General Meeting (AGM] till the Conclusion Df 3 2nd (Thirty-Second) Annual General Meeting of the Company.
The holes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments- The report does not contain any qualification, neseivation or advei’se remark.
fBl SECRETARIAL AUDITORS:
The Board of Directors of the Company has, in compliance with the provisions of Section 204(1 J of the Companies Act, 2013 and rules made in this behalf, appointed M/s. Uinesh Ved & Associates, Company Secretaries to carry out Secretarial Audit of the Company for the Financial Year 2022-24, The Report of the Secretarial Auditor is annexed to this Report as “Annexure A" which is self-explanatory and gives complete information.
There is no qualification or remark in secretarial auditor's report-
fO INTERNAL AUDITORS:
Thu Board of Directors has appointed M/s. SNDK & Associates LLP, Chartered Accountants, as Internal Auditors of the Company to carry' out Internal Audit of the Company far the Financial Year 2 Cl 2 3-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate ihe scope, functioning periodicity and methodology lor conducting the Internal Audit.
1D1 COST RECORDS AND COAT AUDITORS;
The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.
|14| msni.OSIlRE UNDER SECTION 197f121 AND RIME 51D OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNELS RULES. 2014:
There was no employee drawing remuneration requiring disclosure under section 197[12] and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Itules, 2014. Required details are annexed to tills Report as "Aimesure B."
fl5l LISTING 01 SHARES;
The Equity Shares of the Company are listed on the Bombay Stock Exchange with security ID/symbol ofDRL-
The Company confirms that the Annual Listing fees of Bombay Stock Exchange is paid for the year 2023-24;
[1 ft] DlHEfTflftS HFSPflNSIBI'ri.VSTATEMENT:
As required under the provisions oF Section 134 of the Companies Act, 2013, tn the host of their knowledge and belief the Board of Directors hereby submit that:
{a) In the preparation of the annual accounts for the year ended 2023-24, the applicable accounting standards have been followed along with proper explanation reialing to material departures.
(h) 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 fai r view of the sta te of a ffai rs o f the Compa ny at the e nd of the fi na ncial year 2023-24 and of the profits of the Company for that period.
[cj The Directors have taken proper and sufficient care for the maintenance of adequaie accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irreguferities.
(d) The Directors have prepared the annual accounts on a going concern basis.
[c) The Directors have Laid down internal financial controls as required by Expianation to
Section 134(5)0) of the Act] to ho followed by the Company and such internal financial controls arc adequate and arc operating effectively,
[i] The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.
|17| I.ORPflRATr CflVrRNANCE:
The Regulation 27(2)(a) of 3EE5I (Listing Obligation and Disclosure Requirement} Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as Company Is exempted under criteria of Regulation 15[2)[a] of SEB1 (Listing Obligation & Disclosure Requirements} Regulations, 2015, being the paid-up capital of the Company being less than Rs.10 Crore and Net Worth being less than Rs. 25 Crones, the threshold limit as prescribed therein.
I1BJ MANAGEMENT DISCUSSION AMD ANALYSIS:
The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and L)isclosure Requirements] Regulations, 2015 is annexed as "Annex.ure-C".
1191 COMPLIANCE WITIf TUT SECRETARIALSTANDARD:
The Company lias complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries o find in.
(201 RELATED PARTY TRANSACTION5
All Related Party Transactions that were entered during the year 2023-24 under repori were on an arm's length basis and in the ordinary course of business. There were no materially significant Related Rarty Transactions made by tbe Company during the year which may have potential conflict with the interest of the Company hence, there is mo information to he provided as required under Section 134[3](h] of ihe Companies Act, 2013 read with Rule 6(2) of the Companies [Accounts) Rules, 20)4.
The details of the Related Party Transactions are provided in the notes to the accounts i.e.,
30(b). Members are requested to refer the same.
1211 PARTICULARS OF LOANS / GUARANTEES l INVESTMENT:
The Particulars of investment and loans, made under Section 160 of the Companies Act, 2013 are furnished in the Notes No. 3, 4 & 10 to the Tin uncial Statements for the year ended 31st March 2024.
The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or other patties.
1221 RISK MANAGEMENT POLICY
'Ihe Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions, It is designed to anticipate, evaluate anti mitigate risks in order to minimize its impact on the business. It is dealt with in gi^eater details in the management discussion and analysis section. During the year, there were no elements of risk, wbich in the opinion of the Board may threaten the existence of the company.
The following Directors as or (ll11 April, 2023, are/were independent in terms of Seed or 149(6J of the Companies Act, 201.3 and the SEBT [Listing Obligations and Disclosure Ren u i re m er tl Re mu I atlons. 2 01 &:
Mr. Vipul Vashi
|
Resigned w.e.f, 13/07/2023
|
Mr. Pradeep Kumar Pud
|
Resigned w.e.f. 12/02/2024
|
Mr. Navcen Asltnlt Kumar Malieshwari
|
Resigned w.e.f. 12/02/2024
|
Mr. Jagdish Prasad Kabra
|
Resigned w.e.f. 12/02/2024
|
Mr. Nilesh Tiwari
|
Appointed w.e.f. 12/02/2024
|
Ms. Padmaja Deshmukh
|
Appointed w.e.f. 12/02/2024
|
The Company has received requisite declarations/ confirmations from al] the above Directors confumi ng tliei r i n de pend ence.
Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEB1 (LODR), 2015 and they are independent-of the management Further, in the opinion of the Board the independent directors possess requisite expertise, experience and integrity. All the independent Directors nn the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon as notified by the Central Government under Section 150(1} of the Companies Act, 2013.
1241 DISCLOSURE UNDER SECTION 104f21 OF THIS COMPANIES ACT. 2013:
The Company has received the disclosure in Form Dill - B from its Directors being appointed o r ro-a p pointed a n d h a s n oted th a t non e of the D i rectors are d isquali lied under Section 1M {2) of the Companies Act, 2013 read with Rule 14(1] of Companies (Appointment and Qualification of Directors} Rules, 2014.
1231 ANNUAL. RETURN
In terms of Section 92(3} of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annua) Return of the Company is available on the website of the Company at www.disharesourcesJtd.com
(201 NUJUBEK OF BOARD MEETINGS:
The calendar of meetings to he held in a year is decided in advance hy the Board and circulated to the Directors, The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.
Sir (6) M eetitigs of the Board were lie I d during the flnaticlal year 2 0 23- 24 on follow i ng dates:
26lb May, 2023, 20"' May, 2023, 29a< July, 2023, 12lh August 2023, 9"1 November, 2023, 12"1 February, 2024
Sr.
No.
|
Name of Director
|
DIN
|
Number of
Meetings
entitled
|
Number of
Meetings
attended
|
I.
|
Mr. Krishna Awtar Kabra
|
00650817
|
6
|
6
|
2,
|
Mrs. Mukta Maheshwari
|
00194635
|
6
|
6
|
3.
|
Mr, Vipul Vashi
|
06930448
|
2
|
2
|
4.
|
Mr. Pi-jdeep Kumar find
|
07656899
|
6
|
6
|
5.
|
Mr. Neeraj Kumar Malieshwari
|
01010325
|
2
|
2
|
6,
|
Mr. N a veer Maheshwari
|
OS2399IS
|
6
|
6
|
7.
|
Mr. Jagdish Prasad Knbra
|
00482014
|
6
|
b
|
a.
|
Mr. Rahul Ramteke
|
08354776
|
5
|
5
|
*Ms. Padmafa Deshuwkh, Mr. Stlesh Tiwart, Mr. St/yny Pftfdawar and Mr. Shekhar Moreshiya, the newly appointed additional directors attended the meeting as invitees at the 6th board meeting held on 12th February, 2024.
Requisite quorum was present during the Meetings.
[27] CORPORATE SOCIAL RUSPONSIBILITY:
The Provision of Section 135 of the Companies Act, 2Ql3 regarding Corporate Social Responsibility is not applicable to the Company.
|2fi] RFPflRTINC OF FRAUD:
During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Hoard.
U91 DISCLOSURE UNDER THE SEXUAL HARASSMENT Oh WOMEN AT WORKPLACE tFHEVENTIUNj FRUHIEll ION AND REDRESSAL) ACL 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redress.nl 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 always endeavors to ereatc and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sesuai harassment at workplace, The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention o-f sexual harassment.
During the Financial Ifear 2023-24, the Company has rot received any complaint of sexual harassment
130] AMNUAL PERFORMANCE EVALUATION:
Incompliance with the provisions of the Act and voluntarily underStbi [LOUR] Regulations, 2015, the performance evaluation was carried out as under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration CommiTtee, tlie Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based cm various criteria. The Board and the independent Directors were of the unanimous view that performance of the Board of Directors on a whole was satisfactoiy.
Committ ees of the Board;
The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee was evaluated hy the Board having regard to various criteria such as committee cum position, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to tire mandate prescribed by the board under tire regulatory requirements including the previsions of the Act, the Rules framed thereunder and the SFB1 (Listing Obligation and Disclosure Reijniremeni) Regulation, 2Qli>.
Individual Directors:
(a) independent Directors:
in accordance with the criteria suggested by the Nomination and Remuneration Committee, tlie performance of each independent director was evaluated by tire entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the irianagemem in achieving higher growth and concluded that continuance of each independent director on the Board will he in the interest of the Company.
[b) Non-Independent Directors:
The performance of each of the non-independent directors (including the chair person) was evaluated hy the Independent Directors at their separate meeting. Further, their performance was a iso evaluated hy the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.
[31] AliniT enMMITTKK:
During the financial year 2023-24, due to resignation of independent directors and non¬ executive directors, the audit committee was reconstituted by the board.
As on the end of the financial year i.e.r 31If March, 2024, the Committee comprises of 3 (Three) members- where nil being Non-executive Directors, The Composition uf the Committee and attendance of the members is given hereunder:
Sr.
No
|
Name of Members
|
Designation
|
Member/
Chairman
|
Number
of
Meeting
Entitled
|
Number
of
Meetings
Attended
|
1.
|
Mr, Vipul Vashi
|
Non-executive independent Director
|
Chairman (Till 13/07/23)
|
L
|
1
|
2
|
Mr. Pradccp Kumar Dad
|
Non-Executive independent Director
|
Member
(Till 20/07/24)
Chairman
(till 12/02/2024)
|
4
|
4
|
3
|
Mr, Naveen Matiesliwiiri
|
Non-Executive
had upend&iit Dirt'CtOT
|
Member (Till 12/02/24)
|
4
|
4
|
4
|
Mr. Rahul Rainteke
|
Nun-Executive Nun- independent Director
|
Member
[From 29/07/23)
|
3
|
3
|
5.
|
Ms. Padmaja Deshimikh
|
Non-Executive Independent Director
|
Chairperson (From 12/02/24)
|
0
|
0
|
6
|
Mr. Nilcsh
Tiwari
|
Non-Executive independent Director
|
Member
(Frem 12/02/24)
|
0
|
0
|
During the financial year, 4 (Four] Audit Committee meetings were held tin Following dates!
2,6* May, Z023,12* August, 2023, 9* November, 2023 and 12th February, 2024.
Requisite quorum was present during the meetings,
The primary objective of the Audit Committee is to monitor and provide effective supervision (j-F the management's financial reporting process, to ensure accurate and timely disclosures. Integrity and quality of financial reporting. The Committee oversees the work earned out In the Financial reporting process by the management, the Statutory Auditors, Internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each nI them.
The Composition and the Terms of Reference of the Audit Committee is as mentioned in the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.
Vi21 NOMINATION AN[> REMUNERATION COMMITTEE:
During the financial year 2023-24, due to resignation of independent directors and non¬ executive directors, the Nomination and Remuneration committee was reconstituted by the board.
As on the end of the financial year i.e., 3'Jsf March, 2024, the Committee comprises of 3 (Three) members where all being Non-executive Directors, The Composition of the Committee and attendance of the mem be re is given hereunder:
Si.
No
|
Name of Members
|
Designation
|
Member/
Chairman
|
Number
of
Meeting
Entitled
|
Number
of
Meetings
Attended
|
1.
|
Mr, Vipul Vasili
|
Non-Executive Independent Director
|
Chairman (Till 13/07/23)
|
L
|
1
|
2
|
Mr. Pradccp Kumar Dad
|
Non-Executive Independent Director
|
Member
(Till 20/07/24]
Chairman
(till 12/02/2024)
|
3
|
3
|
3
|
Mr, Naveen Matiesliwiiri
|
Non-Executive
had upend&iit Dirt'CtOT
|
Member (Till 12/02/24)
|
3
|
3
|
4
|
Mr. Rahul Ramteke
|
Nun-Executive Non¬ Independent Director
|
Member
(From 29/07/23)
|
2
|
2
|
5.
|
Ms. Padmaja Deshmukh
|
Non-Executive Independent Director
|
Chairperson (From 12/02/24)
|
0
|
0
|
6
|
Mr. Nilcsh
Tiwari
|
Non-Executive Independent Director
|
Member
(From 12/02/24)
|
0
|
0
|
Duri nj; the yea r u rider review, three iti eeti ng o f Nomi n ati o n an d Remn r era tion Com mittee wa s held during the financial year 2023-24 oil following date:
26* May, 2023,1Z* August, 2023,121* February, 2024
Requisite quorum was present during the meeting.
The primary objective of iiie Nomination and Remuneration Committee ("NRC"] is io identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every director's performance.
The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the provisions of Section 178( 1) of the Companies Act. 2013 as amended from time to lime.
133J STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the financial year 2023-24. due U> resignation of independent directors and non¬ executive directors, the stakeholder's relationship committee was reconstituted by the board.
As on the end of the financial year i.e., 3Jsf March, 2024, the Committee comprises of 3 (Three] members where all heing Non-executive Directors, The Composition of the Committee and attendance of the members is given hereunder:
Sr.
No
|
Name of Members
|
Designation
|
Member/
Chairman
|
Number
of
Meeting
Entitled
|
Number
of
Meetings
Attended
|
1.
|
Mr, Vipul Vasili
|
Non-Executive independent Director
|
Chairman (Till 13/07/23)
|
0
|
0
|
2
|
Mr. Pradccp Kumar Dad
|
Non-Executive Independent Director
|
Member
(Till 20/07/24]
Chairman
(till 12/02/2024)
|
1
|
1
|
3
|
Mr, Naveen Matiesliwiiri
|
Non-Executive had upend&iit DirucLur
|
Member [Till 12/02/24)
|
L
|
1
|
4
|
Mr. Rahul Ramteke
|
Nor-Executive Non¬ Independent Director
|
Member
(From 29/07/23)
|
1
|
1
|
5.
|
Ms. Padmaja Deshmukh
|
Non-Executive Independent Director
|
Chairperson (From 12/02/24)
|
0
|
0
|
6
|
Mr. NJlesh
Tiwari
|
Non-Executive Independent Director
|
Member
(From 12/02/24}
|
0
|
0
|
During the financial year 2023-24, the members of the Stakeholder Relationship Committee met on 12® February, 2024.
Requisite quorum was present during die meeting,
The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and non-receipt of annual report and recommends measure for expeditious and effective investor service.
The Co in position and the Terms of Reference of the Stake hoiders Relationship Committee is as mentioned in the provisions of Section 178(5} of the Companies Act, 2013 as amended from time to time.
The Company has duly appointed Registrar and Share Transfer Agent (Jt&T Agent) for servicing the shareholders holding shares In physical nr dematerlallzed form. All requests Tor dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received du ring th c yea r ended 31!t M ? rch 2 024
MW VIGIL MECHANISM;
Pursuant to Section 177(9} of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud anti mismanagement- The employees of the company are free to report violations of ary laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The poiicy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person fur a genuinely raised concern,
T351 POLICIES:
In accordance with the requirements of the Companies Act, 2013 arid SEEl [LODR) Regulations, 2013, the Hoard of Directors of the Company has framed the following policies:
1. Materiality of Information Policy
2. Policy for Preservation of Documents
3. Code for Fair Disclosure of UPS J
4. Person Authorised for determining the materiality of any event or transaction or information
5. Whistle Blower Policy
6. Nomination & Remuneration Policy
7. Code of Conduct
S. Code of Practices and Procedures for Fair Disclose res of Unpublished Price Sensitive Information (UPSI)
9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price Sensitive information (UPSI)
All the a hove imllcles have been displayed on the website of thc_www.disha resnurcesltd.com |A hj TRANSFER TO THE lNVF.tTOR Fill I ('ATI ON ANfl PROTECTION FUND:
During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last Eight years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPK) established by the Central Government pursuant to the provision of Section 12S (e) of the Companies Act, 2013 as there is no amount unclaimed fora period of 7 years from the date it became due for repayment.
1371 MATERIAL CHANGE-SAND COMMITMENTS IF AWAFTER BALANCE .SHEET DATE:
There are no material changes and commitments, which may have adverse effect on the operations of the Company.
T381 CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the nature of Company's Business.
T391 DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:
During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 20 Lb.
I4QI DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement et loans taken from the Banks Or Financial Institutions,
|41 | APPRECIATION:
Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Hanker, Regulatory Hedies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.
Your directors take litis opportunity to recognize and place on record their gratitude and Ýappreciation for the commitment displayed by all executive officers anti staff at all levels of the Company. We look forward for the continued support of all stakeholders and members in the future and we are very thankful for the confidence shown in the Company.
FOR ANl> ON BEHALF OF BOARD OF DIRECTORS OF OISHA RESOURCES LIMITED
KRISHNA AWTAR KARRA
PLACE: AHMEDABAD CHAIRMAN & M ANAGINGDIRECTOR
DATE: 20/08/2024 DIN; 00650817
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