dangee dums ltd share price Directors report


Dear Members,

Your Directors take pleasure in presenting their 13th Annual Report on business and operations along with the Audited financial statements and the Auditors report of the Company for the financial year ended 31st March, 2023.

1. Financial Results-Companys Performance

Your Companys turnover is Rs. 2665.10 Lakh for FY 2022-23, against a turnover of Rs. 2056.23 Lakh for FY 2021-22. Further, the Company incurred Net loss of Rs. (62.90) Lakh for the FY 2022-23 as compared to Net loss of Rs. (120.26) Lakh for the FY 2021-22. The Company has achieved 25% YOY growth in the FY 2022-23. We are confident that the Company will continue to grow in future with good operational result.

The Company has achieved EBITDA of Rs. 735.68 Lakh for the FY 2022-23 as compared to EBITDA of Rs. 689.09 Lakh for the FY 2021-22.

A detailed performance analysis is provided in the Management Discussion and Analysis segment which is annexed to this report.

(Rs. in Lakh except EPS)

FINANCIAL RESULTS

F.Y. 20222023 F.Y. 20212022

Revenue form Operation

2553.44 2056.23

Total Expenditure

(Excluding

Depreciation)

2203.64 1940.28

Profit before interest,

depreciation and tax

735.68 689.09

Less: Finance Costs

274.22 303.40

Less: Depreciation and amortisation

523.64 599.29

Profit before Tax

(62.18) (213.60)

Less: Provision for taxation (including deferred tax)

0.72 (93.34)

Profit after tax

(62.90) (120.26)

Total comprehensive Income

(58.44) (120.17)

EPS (Basic)

(0.04) (0.08)*

EPS (Diluted)

(0.04) (0.08)*

*Adjusted for issue of Bonus shares & Split during the quarter ended 30/09/2022.

2. Outlook for the current year

Your company has implemented "Operatorship Model" through which independent and expertise operators

will run the outlets allocated to them. It enhance creativity in marketing of Company, decrease recruitment expense and time of the Company and ultimately increase revenue.

Moreover, the Company has renovated its more than 18 stores into bigger size and increase its trading items sale.

3. Sub-Division/Split of shares

The Company has made subdivision of face value of Equity shares from Rs. 10/- each into smaller denomination of Re. 1/- each with effect from August 27, 2022. The capital structure after the sub-division is as under:

Particulars

No.of shares Face value Amount in Rs.

Authorized Share Capital

110,000,000 Re. 1/- 110,000,000

Paid up share capital

102,650,000 Re. 1/- 102,650,000

Issued share capital

102,650,000 Re. 1/- 102,650,000

Subscribed share capital

102,650,000 Re. 1/- 102,650,000

The Board of Directors of the Company, in its meeting held on 02nd August, 2022 and Shareholders in the Extra-ordinary General meeting of the Company held on 27th August, 2022 have approved Sub-Division of the Nominal value of Equity shares of the Company of Rs. 10/- each into smaller denomination of Re. 1/- each.

4. Bonus Shares

The Board of Directors of the Company, in its meeting held on 02nd August, 2022 and Shareholders in the Extra-ordinary General meeting of the Company held on 27th August, 2022 have recommended issue of Bonus shares in the ratio of 1:2 i.e. 1 bonus equity share of Re.1/- each for every 2 fully paid up equity shares of Re.1/- each. The capital structure after the Bonus issue is as under:

Particulars

No.of shares Face value Amount in Rs.

Authorised Share Capital

16,00,00,000 Re. 1/- 16,00,00,000

Paid up share capital

15,39,75,000 Re. 1/- 15,39,75,000

Issued share capital

15,39,75,000 Re. 1/- 15,39,75,000

Subscribed share capital

15,39,75,000 Re. 1/- 15,39,75,000

5. Share Capital

Authorized share capital as on the date of Balance sheet is Rs.16,00,00,000/- divided into 16,00,00,000 equity shares of Re. 1/- each. The paid up share capital of the Company as on date of Balance sheet is Rs. 15,39,75,000/- divided into 15,39,75,000/- equity shares of Re. 1/- each.

During the FY 2022-23, there is a change in Authorized share Capital, Issued, Subscribed and Paid-up Share Capital of the Company as per below table.

Particulars

As on 31.03.2022 As on 31.03.2023

Authorized Share Capital

11,00,00,000 16,00,00,000

Paid up share capital

10,26,50,000 15,39,75,000

Issued share capital

10,26,50,000 15,39,75,000

Subscribed share capital

10,26,50,000 15,39,75,000

The members are aware that Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2023, the Companys paid up capital representing 15,39,74,840 shares of Re. 1/- each are in de-materialized form and 160 shares of Re. 1/- each are in Physical form.

b) Other shares

Your Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act, 2013 respectively.

6. Dividend

During the year, your Company has incurred loss and therefore do not recommend any dividend for the year ended March 31, 2023.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid / unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

8. State of the Companys Affairs

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report and is furnished in "Annexure-A" and is attached to the report.

9. Change in the nature of business, if any

During the year under review, there is no change in the nature of business of the Company.

10. Transfer to Reserves

In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter "the Act") the Company has not proposed any amount to transfer to the General reserves of the Company for the financial year 2022-23.

11. Subsidiary, Joint Ventures and Associate Companies

During the year under review, your Company has no subsidiaries, joint ventures or associate companies.

12. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

13. Particulars of loan, Guarantees or Investment made under Section 186

The details of the loans, guarantees and investments are provided in the notes to the audited financial statements annexed with the Annual Report.

14. Managements Discussion and Analysis Report

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as "Annexure-A" to this report.

15. Corporate Governance:

Your Company has designed the corporate governance structure to ensure compliance with laws and regulations in true letter and spirit.

The Corporate Governance Report for the year under review, as stipulated under Regulation 27 of SEBI (LODR) Regulations 2015 is given as "Annexure-B" to this report.

16. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare Dividend Distribution policy.

17. Annual return

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2023 is available on the website of the Company at www.dangeedums.com.

18. Directors & Key Management Personnel

I. Composition of Board & Board Meetings

Our board comprises of a group of Executive, Non-Executive and Independent Directors, who between them carry deep industry expertise and knowledge. As on 31st March 2023, the Company has six Directors, of the six Directors, five are Non- Executive Directors and of which three are Independent Directors. The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Act.

Mr. Nikul J. Patel is the Chairman & Managing Director (CMD) of the Company. He has an enviable track record of leading the Company right from inception to its current strong market position. He manages day-to-day management of the Company, subject to the supervision and control of the Board of Directors. The independent directors on the Board are experienced in their work and qualified. The brief profile of each Director on the Board is available on the Companys official website at the web link: https://www.dangee- dums.com/pub/media/gz/investor/images/Brief Biography of our Directors 28.05.2022.pdf

During the financial year 2022-23, the meetings of the Board of Directors were held 07 (Seven) times. Details of these meetings and other Committee/General meetings are given in this report. Board of Directors duly met 07 (Seven) times on 28.05.2022, 02.08.2022, 09.08.2022, 30.08.2022, 08.09.2022, 10.11.2022,

II. 02.2023 during the year. The Composition, category and attendance of each Director as on the date of this Report at the Board and Annual General Meeting is as follows: -

Name of Director

Designation

Category

No of Board Meetings held No of Board Meetings attended

Mr. Nikul J. Patel

Managing Director

Promoter, Executive

7 7

Mrs. Foram N. Patel

Director

Promoter, Non-Executive

7 7

Mr.Suchit Kandarp Amin

Director

Non Executive & Independent

7 7

Mr. Umang B. Saraf

Director

Non Executive & Independent

7 7

Mr. Dhruv A. Patel (till 28.05.2022)

Director

Non Executive & Non Independent

1 1

Mr. Pratik A. Shah

Director

Non Executive & Independent

7 7

Mr. Ketan J. Patel (w.e.f.

27/08/2022)

Director

Non Executive & Non Independent

6 6

Mr. Atulkumar

Chandrakantbhai

Patel

(w.e.f.

12/08/2023)

Director

Additional Director - Non Executive & Independent

II. Changes in the Board of Directors of the Company:

The following changes were made in the board of the Company:

A. APPOINTMENT

1. Mr. Ketan Jagdishchandra Patel was appointed as an Additional Director - Non-Executive-Non-Independent category w.e.f. 28.05.2022 and regularized as Non-Executive-Non-Independent in the Extra Ordinary General Meeting of the Company held on 27th August, 2022.

2. Mr. Atulkumar Chandrakantbhai Patel was appointed as an Additional Director - Non Executive - Independent category w.e.f 12th August, 2023.

Moreover, the Members of the Company in the Extra Ordinary General Meeting held on 27th August, 2022, approved altering the terms of appointment of Mr. Nikul Jagdishchandra Patel in the capacity as Director by changing his category of appointment as Director of the Company from "his term of appointment of director is liable to retire by rotation" to "his term of appointment of director is not liable to retire by rotation".

B. RESIGNATION

1. Mr. Dhruv Ashokbhai Patel resigned as Non-Executive - Non-Independent w.e.f. 28.05.2022

C. CESSATION

1. Mr. Umang Brijmohan saraf - Due to completion of his tenure and preoccupation and other assignments, ceased as an Independent Director w.e.f. 12.08.2023.

III. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and Companies Articles of Association, Mr. Ketan Jagdishchandra Patel (DIN- 07408398) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

IV. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 13th Annual General Meeting.

V. Key Managerial Personnel

After the end of FY 2022-23, the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 02nd August, 2022 and Members of the Company in their Extra Ordinary General meeting of the Company held on 27th August, 2022 recommended and approved the re-appointment of Mr. Nikul Jagdishchandra Patel as a Managing Director of the Company for a further period of 3 (Three) years w.e.f. 30th August, 2022.

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a) Mr. Nikul J. Patel,

Chairman & Managing Director

b) Mr. Ketan J. Patel,

Director &Chief Financial Officer

c) Mrs. Nilam Viren Makwana,

Company Secretary & Compliance Officer

VI. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations in the opinion of the Board, the Independent Directors meet the said criteria.

VII. Independent Directors Meeting

During the year under review the Independent Directors duly met on March 29, 2023 without the attendance of Non-Independent Directors and members of the management and the quorum was present throughout the meeting. Pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013, the Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

19. Committees of the Board:

The Company has three main Committees of the Board i.e.:

a) Audit Committee

b) Nomination and Remuneration Committee and

c) Stakeholders Relationship Committee

A. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. During the Financial Year 2022-23, the Committee met five (5) times as on 28.05.2022, 02.08.2022, 09.08.2022, 10.11.2022, and 11.02.2023.

The Company Secretary acts as Secretary to the Audit Committee. The Committee was reconstituted on 28.05.2022& on 12.08.2023 due to changes in the Board of directors of the Company. The details of members attendance at the Audit committee meeting during the year are given below:-

Name Category & Position No of Meetings held No of Meetings attended
Mr. Umang B.Saraf Chairman 5 5
Mr. Pratik A. Shah Member 5 5
Mr. Dhruv A. Patel Member (till 28.05.2022) 1 1
Mr. Suchit K. Amin Member (w.e.f. 28.05.2022) 4 4
Mr. Atulkumar C. Patel Chairman (w.e.f. 12.08.2023) - -

The present Audit Committee comprises Mr. Atulkumar Patel as Chairman, Mr. Pratik Shah and Mr. Suchit Amin as Members.

Mr. Dhruv Ashokbhai Patel ceased as committee member and Mr. Suchit Kandarp Amin appointed as a member of the committee w.e.f. 28.05.2022.

Mr. Umang Brijmohan saraf ceased as Chairman & committee member and Mr. Atulkumar Patel appointed as a Chairman & member of the committee w.e.f. 12.08.2023.

All three members of the committee are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee and the Committee Members of the Committee met 3 (Three) times on 28.05.2022, 02.08.2022, and 30.08.2022. The Committee was reconstituted on 28.05.2022 due to changes in the Board of directors of the Company.

The details of members attendance at the committee meeting during the year are given below:

Name Category & Position No. of Meetings held No. of Meetings attended
Mr. Pratik Shah Chairman 3 3
Mr. Dhruv Patel - Member (till 28.05.2022) 1 1
Mr. Suchit Amin Member 3 3
Foram Nikul Patel - Member (w.e.f. 28.05.2022) 2 2

The present Nomination and Remuneration committee comprises Mr. Pratik Shah as Chairman, Mr. Suchit Amin, Mrs. Foram Nikul Patel as Members.

Due to cessation of Mr. Dhruv Patel as member, Mrs. Foram Nikul Patel added as member w.e.f.28.05.2022. Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys official website at the following link https://www.dangeedums.com/pub/media/gz/investor/imag- es/9._NOMINATION_AND_REMUNERATION_POLICY.pdf

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. The Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Committee met two (2) times on 28.05.2022 and 08.09.2022. The details of members attendance at the committee meeting during the year are given below:

Name Category & Position No of

Meetings held

No of Meetings attended
Mr. Pratik A. Shah Chairman 2 2
Mr. Suchit K. Amin Member 2 2
Mrs. Foram N. Patel Member 2 2

The present Stakeholders Relationship committee comprises Mr. Pratik Shah as Chairman, Mr. Suchit Amin, Mrs. Foram Nikul Patel as Members.

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web based redress systemand online redressal of all the shareholders complaints and details of the same is made accessible on the Companys official website.

20. Compliance Officer

Mrs.Nilam Viren Makwana is the Compliance Officer of the Company.

21. Vigil Mechanism

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed the Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports etc.

Whistle blower policy is disclosed on the website of the Company at www.dangeedums.com.

The following is a summary of Protected Disclosures received and disposed off during the year 2022-23:

No. of Protected Disclosures received : NIL No of Protected Disclosures disposed off : NIL

The Board of Directors of the Company has constituted Audit Committee to oversee the Vigil Mechanism.

The employees of the Company have the right to report their concern/grievance to the Audit Committee constituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

22. Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account:

In terms of Regulation 39 of the Listing Regulations, None of the shares of the Company lying in the suspense account.

23. Statement on Formal Annual Evaluation of Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

At the Board Meeting that followed the above mentioned meeting of the Independent Directors, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The detailed policy in compliance with Section 178(3) of the Act read along with Regulation 19 of the Listing Regulations has been approved by the Board of Directors of the Company and is made accessible on the Companys official website at the following link https://www.dangeedums.com/pub/media/gz /inves-

37 tor/images/9. NOMINATION AND REMUNERATION POLICY.pdf.

24. Declaration regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The board hereby states that the independent directors appointed during the year possess requisite expertise and experience (including the proficiency) in terms of section 150 of the Act. The Independent Directors appointed during the year have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

25. Material changes and commitments, if any, 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

There are no subsequent events between the end of the financial year and the date of this report which have a material impact on the financial of the Company.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Companys operations in future.

27. Particulars of Contracts/ Arrangements with Related Parties:

All Related Party Transactions that were entered into during the FY 2022-23 were on an arms length basis and in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive in nature. Further, disclosures are made to the Committee on a quarterly basis. The particulars of Contracts or Arrangements made with related parties required to be furnished under section 134(3)(h) are disclosed in the prescribed form (Form AOC-2) which is attached to this Report as "Annexure C".

The Company has adopted a Policy for dealing with Related Party Transactions and is made available on the Companys official website via web link: https://www.dangeedums.com/pub/media/gz/investor /imag- es/Policv on Related Party Transactions w.e.f. 19.12.2020.pdf

28. Auditors

a) Statutory Auditors

At the 12th AGM held on 28th September, 2022 the members approved Re-appointment of M/s. J. T. Shah & Co., Chartered Accountants, (Firm Registration No. 109616W) as Statutory Auditors of the Company to hold office for a second tenure of five years from the conclusion of that AGM till the conclusion of the 17th AGM which is the ensuing AGM for the FY 2026-27.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s Khandelwal Devesh & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for F.Y. 2022-23 is annexed, and forms part of this report as "Annexure D".

There is one qualification or reservation or adverse remark or disclaimer as reproduce herein:

1. Violation as per regulation 3(5) & 3(6) of SEBI prohibition of Insider trading regulations, 2015 : During the year till February 07, 2023, all entries to be maintained as per the prescribed regulations and were entered into an excel format and hence is temperable in nature.

Board clarification:

The Board would like to clarify that initially the Company has maintained the SDD requirements into excel format and carried out all necessary entries pursuant to SEBI prohibition of Insider trading regulations, 2015 in that excel file and to maintain its non tamperable nature, we strictly implemented a password of file. Further the Company has now already installed the SDD software, which is non tamperable, which adhere all requirements of SEBI prohibition of Insider trading regulations, 2015.

c) Cost Auditors

In terms of the provisions of Section 148 of the Act, the appointment of the Cost Auditors does not apply to the Company.

Further, maintenance of cost records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Barkha Deshmukh & Associates, Company Secretaries as the Internal Auditor of the Company effective from 30th August, 2022.

e) Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143 (12) of the Act.

29. Personnel

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate Annexure forming part of this Report as "Annexure E".

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

30. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.

31. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "AnnexureF".

32. Statement regarding the development and implementation of Risk Management Policy

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

33. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.

Your directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:

Name Position
Mrs. Foram Nikul Patel Presiding

Officer

Mrs. Dhara Jagdishchandra Member
Patel
Mrs. Disha Patel Member
Mr. Ketan Jagdishchandra Patel Member

34. Adequacy of Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements.

35. Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgment 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 that period under review.

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

d) The directors have prepared the annual accounts on a going concern basis.

e) 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.

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Registrar and Share Transfer Agent:

Your Company has appointed M/s. Bigshare Services Private Limited as its Registrar and Share Transfer Agent.

37. Human resources:

Your company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the companys vision. Your company appreciates the spirit of its dedicated employees.

38. Insolvency and bankruptcy code:

During the Financial year ended on March 31, 2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.

39. The Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not applicable during the year under review.

40. Listing

The equity shares of the Company are listed on NSE and the Company has paid the annual listing fees for the year 2023-24.

41. Secretarial Standards:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

42. Other Disclosures / Reporting:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

43. Acknowledgement:

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

Date: 02/09/2023 For and on behalf of board of directors

Place: Ahmedabad Nikul J. Patel

Chairman & Managing Director

Registered office: (DIN:01339858)

4/A, Ketan Society,

Nr. Sardar Patel Colony,

Naranpura, Ahmedabad-380014,

Gujarat, India

CIN:L55101GJ2010PLC061983