desh rakshak aushdhalaya ltd Directors report

To,

The Members,

M/s Desh Rakshak Aushdhalaya Limited

Your Directors have the pleasure of presenting the 42^nd Annual Report of the Company on the business and operations of the Company, together with Audited Statement of Accounts for the year ended March 31, 2023.

1. FINANCIAL RESULTS:

Particulars	2022-2023	2021-2022
Revenue from operations including other income	61,801,378	61,959,009
Total Expenses	5,69,95,037	5,62,56,169
Profit before tax	48,06,340	57,02,840
Tax Expense: Current Tax	7,49,789	8,89,643
Profit /(Loss) after tax	40,56,551	48,13,197
Profit for Appropriation Sub Total (A)	40,56,551	48,13,197
Transfer to General Reserve	40,56,551	43,52,086
Proposed Dividend	0	0
Tax on Dividend	0	0
Sub Total (B)	40,56,551	43,52,086

1. COMPANYS PERFORMANCE AND OPERATION:

The Total Income for the financial year under review was Rs. 618.01 lakhs as against Rs. 619.59 lakhs for the previous financial year registering a decrease of Rs. 1.58 lakhs.

The profit before tax is Rs. 48.06 lakhs and the profit after tax is Rs. 40.56 lakhs for the financial year under review as against Rs. 57.02 lakhs and Rs. 48.13 lakhs respectively reported for the previous financial year.

There were no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this Report.

2. DIVIDEND:

Your directors have not recommended any dividend on equity shares for the year under review. As mentioned earlier, the directors are not recommending any dividend for the year under review.

3. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives, as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

4. DEPOSITS:

The Company has not accepted any deposits from public under Chapter V of the Companies Act, 2013, during the financial year under review.

5. SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 100,000,000 /- (Rupees Ten Crore Only) divided into 10,000,000 (Rupees One Crore) Equity Shares of Rs.10/- each.

The paid-up equity share capital as on 31st March 2023 is Rs. 44,383,240/- (Rupees Four Crores Forty Three Lakhs Eighty Three Thousand Two Hundred and Forty Only) divided into 4438324(Forty Four Lakhs Thirty Eight Thousand Three Hundred and Twenty Four) equity shares of face value of Rs. 10/- each as on March 31, 2023.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has initiated any stock options.

6. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT:

The company does not have any subsidiary, associate and joint venture companies. There are no companies have become or ceased to be the companies Subsidiaries, joint ventures or associate companies during the year;

7. FINANCIAL STATEMENT:

Full version of the Annual Report 2022-23 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis) are being sent and Full version of Annual Report 2022-23 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at www.deshrakshak.in.

8. TRANSFER TO RESERVES:

The Company has transferred Rs 40.56 Lacs to reserves for the year under scrutiny and aggregate balance of reserves and surplus is Rs 4,47,14,490.

9. STATUTORY AUDITORS:

M/s Sudhanshu Jain & Associates, Chartered Accountants, were appointed as Statutory Auditors of the company at the Annual General Meeting held on 23^rd, September, 2017, for a term of five consecutive years till the conclusion of 41^st Annual General Meeting held in 2022, for a term of 5 (five) year. The tenure of M/s Sudhanshu Jain & Associates completed in the 41^st AGM.

Based on recommendations of the Audit Committee and the Board of Directors, the members in the 41^st AGM held on September 17, 2023, approved the appointment of Anil Jain and Co, as the Statutory Auditors of the Company for a term of 5 (five) years i.e. from the conclusion of 41st AGM till the conclusion of 46th AGM to be held in the year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on disclosure by the statutory auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

10. LISTING FEES:

Equity Shares of your Company are listed on BSE Limited. Your Company has paid the required listing fees to Stock Exchange.

11. INTERNAL AUDITORS:

The Company appointed Internal Auditor to conduct Internal audit of the accounts maintained by the Company, for the financial year 2022-23.

There was no qualification, reservation or adverse remark made by the Internal Auditors in their report. There was no qualification, reservation or adverse remark made by the Auditors in their report.

12. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s R C Sharma & Associates, Company Secretaries (C.P.No.7957) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2023. The Secretarial Audit Report issued by M/s R C Sharma & Associates Practicing Company Secretaries in Form MR-3 is annexed to this Boards Report as Annexure-E.

The Board of Directors have appointed M/s R C Sharma & Associates, Company Secretaries as Secretarial Auditors for the financial year 2022-2023.

The Secretarial Audit Report made by practicing company secretary contains no qualification, reservation or adverse remark.

13. STATE OF COMPANYS AFFAIRS

The Company is engaged in the activities of Ayurvedic Medicines.

14. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of one crore and two lakhs rupees or more or if employed for the part of the financial year was in receipt of remuneration of Eight lakhs and fifty thousand rupees per month.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There are no significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company. Hence, disclosure pursuant to Rule 8(5) (vii) of the Companies (Accounts) Rules, 2014 is not required.

17. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs and is also available in the website of the company at www.deshrakshak.in

Policy for Remuneration to Directors/Key Managerial Personnel

1. Remuneration to Managing Director/Whole-time Directors:
1. The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.
2. The Nomination & Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director/Whole-time Directors.
2. Remuneration to Non-Executive/Independent Directors:
1. The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of the Companies Act, 2013.
2. All remuneration of the Non-Executive/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.
3. An Independent Director shall not be eligible to get Stock Options and shall also not be eligible to participate in any share based payment schemes of the Company.
4. Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are of professional nature shall not be considered as part of the remuneration for the purposes of clause

(b) above if the following conditions are satisfied:

• The Services are rendered by such Director in his capacity as the professional; and
• In the opinion of the Nomination and Remuneration Committee, the Director possesses the requisite qualification for the practice of that profession.

1. Remuneration to Key Managerial Personnel:
1. The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.
2. The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Companys Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

No sitting fees were paid to non-executive non-independent Directors as they have waived their entitlement for the same.

Non-executive Directors of a companys Board of Directors add substantial value to the Company through their contribution to the Management of the Company. In addition they also play an appropriate control role.

1. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at 31^st March, 2023 has been placed in the companys website at https://www.deshrakshak.in.

1. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a Related Party Transactions framework through standard operation procedures for the purpose of identification and monitoring of such transactions. All Related Party Transactions are placed before the Audit Committee as also to be Board for approval. The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 disclosed in Form No.AOC-2 and is set out as ANNEXURE -F and forms part of this report.

2. CORPORATE GOVERNANCE:

• Corporate Governance stipulated in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company as paid up Equity Share capital not exceeding rupees ten crores and net worth not exceeding rupees Twenty-Five Crores, as on the last date of the previous financial year and the specific certificate to this effect has been obtained by the Company & kept on its records so therefore the compliance of furnishing Corporate Governance Report under Regulation 27(2) read with Schedule V of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company. Whenever this regulation becomes applicable to the Company at a later date, the Company will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

• Declaration by the Managing Director, inter alia, confirming that the members of Board of Directors have affirmed compliance with the code of conduct of the Board of Directors, is attached as ‘Annexure G and forms part of Annual report.

• Certificate of the Managing Director and Chief Financial Officer, inter alia, confirming the correctness of the financial statements, compliance with Company‘s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of

Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached as ‘Annexure H and forms part of Annual report.

1. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• DIRECTOR LIABLE BY ROTATION:

In accordance with section 152 of the Companies Act, 2013 Mrs. Monika Jain (DIN: 03403491), Whole-time director of the company shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offers herself for re-appointment. The Additional information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 is annexed as Annexure-A.

• CHANGES IN KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies Act, 2013 as the company fall in the limits as prescribed under section 203 of Companies Act 2013.

The existing composition of the Companys board is fully in conformity with the applicable provisions of the Companies Act 2013.

CHANGES DURING THE FINANCIAL YEAR (2022-2023):

Name	Designation	Date	Appointment/Resignati on/Change in Designation
Swapnla Gupta	Independent Director	19.09.2022	Resignation
Shruti Gupta	Additional Independent Director	16.12.2022	Appointment

• DECLARATION BY THE INDEPEDNENT DIRECTORS:

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 ("Act") and Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements), Regulations 2015, and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

In compliance with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all the Independent Directors ("ID") of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed that they will appear for the online proficiency test within a period of one year, wherever applicable. Further, there has been no change in the circumstances affecting their status as IDs of the Company.

1. FAMILIARIZATION/ORIENTATIONPROGRAMMEFORINDEPENDENT DIRECTORS

After the successful open offer completion and charge as taken by the new Board members, the Independent Directors attended a Familiarization/ Orientation Program as being inducted by the Board.

The Company had devised the detailed framework for the Familiarization Program and also approved the format of the formal letter of appointment as required to be given to the Independent Directors, outlining their role, function, duties and responsibilities.

2. SEPREATE MEETING OF INDEPENDENT DIRECTORS

During the financial year ended March 31, 2023 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities of Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 on 27.03.2023.

3. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Eleven times during the year on 12.05.2022, 27.05.2022, 20.06.2022, 08.08.2022, 24.08.2022, 27.09.2022, 14.11.2022, 16.12.2022, 31.10.2022,

13.02.2023, and 20.02.2023 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

4. CONSTITUTION OF COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned under Section 177 of the Companies Act, 2013. Pursuant to which, the details of composition, meetings of the Audit Committee are as under:-

The company being a listed company falls under the criteria as defined under section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The company has duly constituted the Audit Committee with Mrs. Shruti Gupta (Chairman), Additional Independent Director, Mr. Tosh Kumar Jain (Member), Managing Director, Mr. Mohit Kumar (Member), Independent Director of the company.

The Audit Committee met 6 times on 12.05.2022, 27.05.2022, 08.08.2022, 24.08.2022,

14.11.2023 and 13.02.2023 during the financial year ended March 31, 2023.

There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Additionally, during the financial year ended March 31, 2023 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities of Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 on 27.03.2023.

NOMINATION & REMUNARATION COMMITTEE

The Board has a Nomination and Remuneration policy, which is generally in line with the existing industry practice and applicable laws. The policy has been displayed on the Companys website viz.www.deshrakshak.in.

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria and quantum of compensation for directors and senior management based on their performance and defined assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of the reference of Nomination and Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013.

The company being a listed company falls under the criteria as defined under section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The company has duly constituted the Nomination and Remuneration Committee with Mrs. Shruti Gupta (Chairman), Additional Independent Director, Mr. Tosh Kumar Jain (Member), Managing Director, Mr. Mohit Kumar (Member), Independent Director of the company.

Pursuant to which the meetings of the Nomination & Remuneration Committee are as under:

The nomination and remuneration committee met 5 times on 05.05.2022 10.08.2022, 27.09.2022, 16.12.2022 and 06.02.2023 during the financial year ended March 31, 2023. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee (Committee) is the Committee of the Board of Directors. The main objective of this Committee is to resolve the grievances of security holders of the company.

For listed companies the rights of stakeholders play a very important role in the Corporate Governance of the Company. The listed entity shall constitute a Stakeholders Relationship Committee to look into various aspects of interest of shareholders, debenture holders and other security holders.

The company being a listed company falls under the criteria as defined under section 178 of the Companies Act, 2013. Every listed company and the Board of Directors of a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee

The company being a listed company falls under the criteria as defined under section 178 of the Companies Act, 2013. The company has duly constituted the Stakeholder Relationship Committee with Mrs. Shruti Gupta (Chairman), Additional Independent Director, Mr. Arihant Kumar Jain (Member), Whole-time Director, Mr. Mohit Kumar (Member), Independent Director of the company.

The Stakeholders Relationship Committee met 5 times on 05.05.2022, 10.08.2022, 27.09.2022, 16.12.2022

and 06.02.2023 during the financial ended March 31, 2023.

1. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the statutory auditors to report to the Audit Committee and/or Board under section 143(12) of the Act and rules framed thereunder.

2. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year ended March 31, 2023, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

3. ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2023 as per Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

4. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in

the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and in the evaluation the Director who was subject to evaluation did not participate. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment.

5. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The Board has carried out an evaluation of its own performance, the directors individually as well as (including chairman) the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, Non- Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;
2. Quality of contribution to Board deliberations;
3. Strategic perspectives or inputs regarding future growth of Company and its performance.
32. DIRECTORS RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind-AS are prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted all IND-AS Standards and the adoption was carried out in accordance with applicable transition guidance. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Directors, to the best of their knowledge and belief, state that:

1. That in the preparation of annual accounts for the financial year ended 31st March 2023, the applicable Accounting Standards had been followed and that there were no material departures;
2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
3. That the directors had taken proper and sufficient care for the maintenance of adequate 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 irregularities; and
4. That the directors had prepared the accounts for the financial year ended 31^st March 2023 on a "going concern basis.
5. 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; and
6. 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.

32. VIGIL MECHANISM:

As Per Regulation 22 (1) Of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 it is mandatory for every listed company to formulate a vigil mechanism for directors and employees to report genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment of such mechanism on the website of the company and in the Boards Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary by the employees of the Company. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

33. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

The development and implementation of risk management has been covered in the management discussion and analysis, which forms part of annual report. The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The loan given or guarantee provided, or investment made by the Company during the financial year 2022-23 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet and Audit Report.

35. INTERNAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Companys internal control system comprises audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the Board. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

36. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year.

37. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is no employee drawing remuneration above the limits set under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Boards report as Annexure-I

38. DISCLOSUREUNDERTHESEXUALHARASSMENTOFWOMENAT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act) and Rules made thereunder, your Company has constituted Internal Committees (IC) to look into complaints relating to sexual harassment at work place of any women employee. While maintaining the highest governance norms, the Company has appointed external independent persons who worked in this area and have the requisite experience in handling such matters, as Chairpersons of each of the Committees. During the year Company has not received any complaint of harassment.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no application made or any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

40. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information regarding Energy Conservation, Technology absorption and Foreign Exchange earnings and outgo as per Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 ,are given under:

1. Energy Conservation

Energy consumed during the year does not constitute a significant amount, thus Particulars under Rule 8(3) of the Companies (Accounts) Rules, 2014 and Section 134(3) (m) of the Companies Act, 2013 on Conservation of Energy, Technology Absorption are not applicable to the Company, hence no disclosure has been made in this report.

1. Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic pattern subject to time to time modification in accordance with the modern development. So the entire method is indigenous and no foreign technology is involved.

2. Foreign Exchange Earnings and Out Go Export Sales of Rs. 81,22,611.00

32. OPERATIONS REVIEW:

For detailed operational review kindly refer to Management Discussion and Analysis Report and the Report on Corporate Governance, which forms part of this Annual Report.

33. COST RECORDS AND COST AUDIT

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

34. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result of operations of the Company for the year under review, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the stock exchanges, is given as a separate statement in Annual Report as ANNEXURE-K.

35. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Mrs. Shruti Gupta (DIN: 09818957) appointed as additional independent director of the company on 16th day of December, 2022. The outcome of performance evaluation of Mrs. Shruti Gupta is positive. She taken unbiased decisions and provide independent guidance in several crucial matters to the Board of the company. She performed her roles and responsibilities in effective manner. She ensures integrity of the companys accounting and financial reporting system. She acted on fully informed basis, in good faith with due diligence and care. She is professional having vast experience in the field of accounting, audit, financial, corporate laws. She provided in-depth knowledge and having an ability to guide in several crucial matters to the Board of the Company. She is very instrumental in making strategic decisions. Mrs. Shruti Gupta is highly skilled and proficient and scored well in the self assessment test conducted by the Indian Institute of Corporate

Affairs to include the name of persons who qualified such test in the databank of independent directors.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There is no one time settlement made with the banks and Financial Institution during the year.

37. INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations) on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by Securities and Exchange Board of India in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliance.

38. INSURANCE

All the insurable interest of the company, including Inventories, Buildings, Machinery etc. is adequately insured.

39. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency in the industry. It has taken various steps to improve productivity across organization.

40. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in the government regulations, tax regimes and economic developments within India or abroad.

41. ACKNOWLEDGEMENT& APPRECIATION

The Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Companys growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

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Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the management of the Company.

By Order of the Board of Directors

For Desh Rakshak Aushdhalaya Limited

Sd/-

Place: Haridwar Tosh Kumar Jain

Date: 05.09.2023 Chairman & Manaing Director

DIN: 01540363