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Disha Resources Ltd.

peer Comparision

BSE: 531553ISIN: INE193D01019INDUSTRY: Trading

BSE   Rs 22.00   Open: 20.30   Today's Range 19.50
22.00
+3.27 (+ 14.86 %) Prev Close: 18.73 52 Week Range 14.30
28.70
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 16.09 Cr. P/BV 0.42 Book Value (Rs.) 52.26
52 Week High/Low (Rs.) 29/14 FV/ML 10/1 P/E(X) 0.00
Bookclosure 14/12/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2024-03 

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 1
M {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
tFHE
VENTIUNj 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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