Your Directors have pleasure in presenting their 35th Annual Report together with the Audited financial statements of the
Company for the Financial Year ended 31st March, 2024
1. FINANCIAL SUMMARY / HIGHLIGHTS OF PERFORMANCE OF THE COMPANY :
The summary of your Company's financial performance on standalone basis is given below :
|
Financial Results
|
|
[' in Lakhs]
|
|
Particulars
|
Year Ended
|
Year Ended
|
| |
31-03-2024
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31-03-2023
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|
Total Revenue
|
3645.80
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4691.03
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|
Profit before Depreciation and Tax
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76.51
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246.03
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|
Depreciation
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117.63
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90.26
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|
Profit / (Loss) before Tax
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(41.12)
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155.77
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|
Less : Tax Expenses
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(11.17)
|
41.71
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Net Profit / (Loss) for the year
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(29.95)
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114.06
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2. PERFORMANCE :
Revenue from operations for the year ended 31st March, 2024 aggregated to 3645.80 lakhs as against 4691.03 lakhs
achieved during the previous year. In the previous year, significant progress has been made towards the stabilization
and revitalization of the plant that was demolished. This project is a key part of our strategic plan to enhance
production capabilities and modernize our facilities and that will reflect the profitability of the company.
The stabilization and system setup at the plant was ongoing, with several key milestones anticipated in the coming
year. Our focus will remain on ensuring the highest standards of quality, safety, and efficiency as we continue to
modernize and expand our capabilities. Moreover, the Company continues with its efforts to maintain growth even
during the economic downturn and face new challenges.
3. RESERVES :
The Company has not transferred any amount to reserves during the year.
4. DIVIDEND :
Your directors recommended a dividend of ' 0.5 (5%) per Equity Share of the nominal value of ' 10.00 each for the
year ended on 31st March, 2024 to be paid subject to the approval of the members at the ensuing Annual General
Meeting. During the year, the unclaimed dividend pertaining to the financial year ending 2015-16 were transferred to
the Investor Education and Protection Fund.
5. SHARE CAPITAL :
At present, the Company has only one class of shares - equity shares with face value of ' 10.00 each. The authorized
share capital of the company is ' 350.00 Lacs divided into35,00,000 equity shares of ' 10.00 each. The paid-up share
capital of the company is ' 302.85 Lacs divided into 30,28,500 equity shares of ' 10.00 each.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity.
6. DEPOSITS :
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
7. FUTURE OUTLOOK :
The Chemical industry is on the cusp of transformative changes driven by advancements in technology, shifts in
market demands and evolving operational practices. The Company is leader in manufacturing of direct dyes and acid
dyes. Our strategic focus will be on diversifying into additional categories will enable us to address a wider array of
customer needs and tap into emerging market opportunities. In the year of 2023-24 the Company's Plant situated at
Plot no 125 at G.I.D.C, Vatva, Ahmedabad has been stabilised with modernize technologies. Accordingly, Company
is taking effective steps to improve operational efficiency to regain the growth momentum. Here are the key points
influencing the future outlook:
Advance through Automation:
The increasing deployment of automation technologies is expected to drive unprecedented levels of efficiency and
precision in our operations. Advance Mechanism, and advanced process control systems will be integral in optimizing
production, reducing downtime, and enhancing overall productivity. Automation will also facilitate more flexible and
responsive manufacturing processes, positioning us to better meet evolving market demands.
Modernization of Facilities
Our commitment to modernizing our plants will continue to be a priority. Upgrading infrastructure with state-of-the-art
technologies and energy-efficient systems will improve operational reliability and environmental sustainability.
Investments in digitalization and smart manufacturing will enable us to achieve higher operational standards, comply
with stringent regulations, and maintain a competitive edge in the industry.
Enhanced Quality Control
Maintaining and enhancing the quality of our products remains a core focus. We will leverage advanced analytical
techniques and rigorous quality control measures to ensure that our stock meets the highest standards. By
implementing robust tracking and tracing systems, we will enhance product integrity and reliability, ensuring
consistent delivery of high-quality products to our customers.
Evolving Workforce Dynamics
The shift towards greater automation will lead to changes in our workforce composition. While certain manual roles
may be reduced, there will be a growing demand for skilled professionals proficient in managing and advancing new
technologies. We are committed to investing in training and development programs to equip our employees with the
skills necessary to thrive in a technologically advanced environment.
Innovation and New Product Development
The pursuit of innovation will drive the introduction of new and advanced products. Our R&D efforts will focus on
developing solutions that address emerging market needs, including advanced chemicals, and specialty products.
In summary, the future of the Dyes industry is marked by rapid technological advancements, modernization efforts,
and a strong focus on quality and innovation. We are poised to leverage these trends to drive growth, enhance
operational efficiency, and meet the evolving needs of our customers and stakeholders.
8. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with the provisions of Clause (m) of Sub Section (3) of Section 134 the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo is given in ANNEXURE -II and forms part of this report.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company occurred between the end of
the financial year to which this financial statements relate on the date of this report.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status
and Company's operation in future.
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Company do not have any subsidiary/associate company.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
No loan, guarantee or security has been provided by the Company during the year under review. Details of
Investments covered u/s 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
13. MEETING OF BOARD OF DIRECTORS:
During the Financial Year 2023-2024, the Company held 5 (Five ) board meetings of the Board of Directors as per
Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI
LODR were adhered to while considering the time gap between two meetings.
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Sr. No.
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Date of Meeting
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Board Strength
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No. of Directors Present
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1
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05/04/2023
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6
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6
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2
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25/05/2023
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6
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6
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3
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14/08/2023
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6
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6
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|
4
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31/10/2023
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6
|
6
|
|
5
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12/02/2024
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6
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6
|
14. ANNUAL RETURN :
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the
Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the
weblink: http://dvnaind.com/investors zone.html.
15. INSURANCE :
Your Company has adequately insured all its properties including Plant and Machinery, Building and Stocks.
16. RELATED PARTY TRANSACTIONS :
There were no materially significant related party transactions entered between the Company, Directors,
management, or their relatives except for those disclosed in the financial statements.
All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial
year 2023-24 were in the ordinary course of business and on an arm's length basis as disclosed in the financial
statements.
Accordingly, particulars of contracts or arrangements with related parties referred to as disclosed in the financial
statements in Section 188(1) inForm AOC-2 is attached herewith as ANNEXURE-III.
The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and
restrictions contained in the SEBI (LODR) Regulation.
The company has formulated a policy on “Materiality of Related Party transactions and on dealing with Related Party
Transactions'' and the same is on the company's website at
http://www.dynaind.com/investor zone/Policies/Related%20Partv%20Transaction%20Policv.pdf
The details of related party disclosure form a part of the notes to the financial statements provided in the annual
report.
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent
Directors who have wide and varied experience in different disciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Apurva Kamleshbhai Modi (DIN: 07046796),retires by rotation at the ensuing Annual General Meeting
and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015.
Key Managerial Personnel :
As required under Section 203 of the Companies Act, 2013, the Company has Mr. Harin DhanvantlalMamlatdarnaas
Chairman and Whole-time Director, Mr. Neeraj ShahasManaging Director, Mr. Apurva KamleshbhaiModias Whole¬
time Director, Mr. Kalpesh Chandulal Patel as Chief Financial Officer and Ms. Ritu Agarwal as Company Secretary as
on 31st March, 2024.
Remuneration to Key Managerial Personnel, Senior Management and other employees will involve a balance
between fixed and incentive pay reflecting short and long-term performance objectives of the employees in line with
the working of the Company and its goals.
Mr. Harin D. Mamlatdarna (DIN: 00536250), Wholetime Director and Chairman, resigned from the services ofthe
Company vide his letter dated 19th July, 2024.
Mr. Pravin Chandra Master, Independent Director (DIN: 05195587) and Mr. Jatin Surti, Independent Director (DIN:
05195572) resigned from the services ofthe Company vide their letters dated 21st June,2024.
The Board of Directors has noted and accepted their resignation and they were relieved from the services of
theCompany with effect from the end of 19th July, 2024.
Based upon the recommendation of Nomination and Remuneration Committee and subject to the approval of
shareholders, Mr. Aditya Modi (DIN :10680803) be and is hereby appointed as an Additional Non-Executive
Independent Director of the Company for the first term of five years with the effect from 19thJuly,2024.
Reappointments of Director
As per the provisions of the Companies Act, 2013, Mr. Apurva Kamleshbhai Modi (DIN: 07046796), who has been
longest in the office, retires by rotation at the ensuing AGM and, being eligible, and seeks reappointment. The Board
recommends his reappointment.
The Board of Directors at their meeting held on 19th July, 2024 re-appointed Mr. Apurva Modi (DIN: 07046796) as a
Wholetime Director for a term of 5 (Five) years w.e.f. 27th July, 2024 to 26th July, 2029 subject to the approval of the
members at the ensuing Annual General Meeting
The Board of Directors at their meeting held on 19th July, 2024 re-appointed Mr. Neeraj Shah (DIN:05112261) as a
Managing Director on the Board of Directors of the Company for a term of 5 (Five) years w.e.f. 27th July, 2024 to
26thJuly, 2029subject to the approval of the members at the ensuing Annual General Meeting.
The resolutions proposing the appointment and reappointment of the Directors areset out in the notice convening
Annual General Meeting for approvalof members. The Board recommends for approval of the same.
Brief resume of the director who is proposed to be reappointed atthe ensuring Annual General meeting, as required
as per SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standard is
provided in the notice conveningthis Annual General Meeting of the Company.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, the performance evaluation of the Board was carried out during the year under
review. More details on the same are given in the Corporate Governance Report.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
Criteria determining the qualifications, positive attributes and independence of Directors.
Independent Directors
• Qualifications of Independent Director.
An Independent director shall possess appropriate skills, qualifications, experience and knowledge in one or
more fields of finance, law, management, marketing, administration, corporate governance, operations or other
disciplines related to the Company's business.
• Positive attributes of Independent Directors.
An independent director shall be a person of integrity, who possesses knowledge, qualifications, experience,
expertise in any specific area of business, integrity, level of independence from the Board and the Company etc.
Independent Directors are appointed on the basis of requirement of the Company, qualifications& experience,
expertise in any area of business, association with the Company etc. He / She should also devote sufficient time
to his/her professional obligations for informed and balanced decision making; and assist the Company in
implementing the best corporate governance practices.
• Independence of Independent Directors.
An Independent director should meet the requirements of Section 149(6) of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015 and give declaration to the Board of Directors for the same every year.
The Nomination and Remuneration Committee shall identify and ascertain the qualifications, expertise and
experience of the person for appointment as Director or at senior management level and recommend to the Board for
his / her appointment. The Company shall not appoint or continue the employment of any person as Whole-time
Director or Senior Management Personnel if the evaluation of his / her performance is not satisfactory. Other details
are disclosed in the Corporate Governance Report under the head Nomination and Remuneration Committee and
details of Remuneration (Managing Director / Whole Time Director(s) and Non-Executive Directors) are attached as a
separate Annexure- IV to this Report.
Remuneration Policy:
This Nomination and Remuneration Policy (“Policy”) provides the framework and key guiding principles to be
followed in for appointment and determination of remuneration of Directors, Key Managerial Personnel and Senior
management personnel. This Policy is to establish and govern the procedure applicable:
a) To evaluate the performance of the members of the Board.
b) To ensure remuneration to Directors, KMP and Senior Management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company
and its goals.
c) To retain, motivate and promote talent and to ensure long terms ustainability of talented managerial persons
and create competitive advantage. The said Policy is available on the website of the Company.
20. INDEPENDENT DIRECTORS’ DECLARATION:
The Company has received the necessary declaration from each Independent Director, in accordance with Section
149(7) of the Companies Act, 2013, that he/she met the criteria of independence as laid out in sub-section (6) of
Section 149 of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Board of Directors confirms that in their opinion, the independent directors fulfill all the conditions specified in 149(6)
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are
independent of the management.
The Company has also received a certificate from Mr. Chintan K. Patel a company secretary in practice that none of
the directors on the board of the company have been debarred or disqualified from being appointed or continuing as
directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.
Familiarization Programme for Independent Directors:
The Company has an ongoing programme where Directors in the course of meetings of the Board of Directors give
information about developments and amendments in legal and regulatory areas which include mandatory
disclosures and fair disclosures stated under SEBI (LODR) Regulations, 2015 (herein referred to as “Listing
Regulation”), Prohibition & Insider Trading Regulations and SAST Regulations so as to enable them to effectively
discharge their roles, rights and responsibilities in the Company.
The Company has uploaded the details of the above on the website of the company i.e.www.dvnaind.com.
21. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its committees.
There are currently Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in
the “Report on Corporate Governance”, a part of this Annual Report.
22. AUDITORS :
A. Statutory Auditors
M/s. G. K. CHOKSI & Co., Chartered Accountants (Firm registration number 101895W)are the statutory auditors of
the Company. They are appointed for a period of five years, from the conclusion of 34th AGM till the conclusion of the
39th AGM (AGM of financial year 2027-28).
The Report given by the Auditors on the financial statement's year ended 31st March 2024 of the Company is part of
the Annual Report. The notes to the accounts referred to in the Auditors' Report are self-explanatory and therefore do
not call for any further comments.
The Auditors' Report to the members for the financial year under review does not contain any qualification,
reservation or adverse remark or disclaimer.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed
Mr. Chintan Patel, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as Annexure V.There is no qualification, reservation or adverse
remark in the report.
23. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK :
The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The
internal financial controls are adequate and are operating effectively to ensure orderly and efficient conduct of
business operations. The Company has appointed M/s. VKJD & Associates, Chartered Accountant vide (FRN
128985W) as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors
formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors
carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in
the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit
their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit
committee, process owners undertake necessary actions in their respective areas. The internal auditors have
expressed that the internal control system in the Company is robust and effective. The Board has also put in place
requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are
adequate and operating effectively.
24. RISK MANAGEMENT :
Company has implemented an integrated risk management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place.
Senior management periodically reviews this risk management framework to keep updated and address emerging
challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of
various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The
management is however, of the view that none of the above risks may threaten the existence of the Company as
robust Risk mitigation mechanism is put in place to ensure that there is nil or minimum impact on the Company in case
any of these risks materialize.
25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY :
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil
Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such
manner as may be prescribed and to report to the management instances of unethical behavior, actual or suspected
fraud or violation of the Company's code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate Governance Report.
None of the Non-Executive Directors has any pecuniary relationship or transactions with the Company other than
sitting fees payable to them.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company ceases to be a company
covered under sub-section (1) of section 135 of the Act and hence Company is not required to comply with the
provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub¬
section (1) of section 135 of the Act.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 (‘Act') and Rules made thereunder, your Company has assigned the responsibilities to Sexual Harassment
Committee. During the year, no complaint with allegations of sexual harassment was filed against the Company.
28. PREVENTION OF INSIDER TRADING :
The Company has adopted a Code of Conduct 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. The Company has also adopted a Policy and Procedure for Inquiry in
Case of Leak of Unpublished Price Sensitive Information. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
29. DIRECTORS’ RESPONSIBILITY STATEMENT :
In accordance with the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 and to the
best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
state that-
i. In the preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) had been
followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year 31stMarch, 2024 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS :
As required by the Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
entered into with the Stock Exchanges, a detailed report on Corporate Governance is given as a part of the Annual
Report as ANNEXURE VI AND ANNEXURE -I respectively.
31. SECRETARIAL STANDARDS :
The Company has also complied with all the mandatory Secretarial Standards issued by The ICSI (Institute of
Company Secretaries of India).
32. CHANGE IN BUSINESS :
No changes have been made in nature of business carried out by company during the Financial Year 2023-24.
33. ORDER PASSED BY REGULATORY BODIES OR COURTS :
No regulatory body or court or tribunal passed any significant and material orders impacting the going concern status
of the company.
34. REPORTING OF FRAUDS :
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud
committed in the company by its officers or employees to the Audit Committees and/or Board under the section
143(12) of the Act.
35. GENERAL SHAREHOLDER INFORMATION :
General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.
36. ACKNOWLEDGEMENT :
Your Directors take this opportunity to express their gratitude for the unstinted commitment, dedication, hard work
and significant contribution made by employees at all levels in ensuring sustained growth of the Company. Your
Directors also sincerely thank all the stakeholders, customers, vendors, bankers, business associates, government,
other statutory bodies and look forward to their continued assistance, co-operation and support.
By Order of the Board of Directors
-Sd/-
NEERAJ SHAH
Place : Ahmedabad Managing Director
Date : 13-08-2024 DIN : 05112261
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