Darshan Orna Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

The Boards Report is prepared based on the stand alone financial statements of the company.

(Amount in Rs)

PARTICULAR 2018-19 2017-18
Total Income for the year was 9,28,17,405 39,70,92,072
Profit/(Loss) Before Financial Expenses, Depreciation And Taxes 21,89,158 51,92,801
Out of which, Provisions have been made for:
Less: Financial Charges 21,951 84,368
Less: Depreciation 43,482 45,288
Less: Provision For Tax 6,32,000 15,00,000
Add: Deferred Tax 4,286 783
Profit/(Loss) After Tax 14,96,011 10,11,152

2. OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2019 and Statement of Profit & Loss together with Notes forming part thereto ("Financial Statement"] for the year ended on 31st March, 2019 and Report of the Board of Directors and Auditors thereon. Total Revenue from operation of the company is Rs. 9,28,17,405/- And the net Profit after tax is Rs. 14,96,011/- For the Financial year 2018-19.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2019, as profit of the Company used for the growth of the Company.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

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

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board composition of the Company shall be as follows:

Sr. Name of Directors/KMPs No. Designation
1 Ritesh Mahendrabhai Sheth Managing Director & CFO
2 Mahendrabhai Ramniklal Shah Director
3 Arunaben Mahendrakumar Shah Non-Executive Director
4 Satish Vadilal Sheth Non-Executive Independent Director
5 Dinesh Dalchand Hiran Non-Executive Independent Director
6 Nirav Arvindkumar Shah* Company Secretary

• Mr. Prakash Ratilal Soni resigned from the Directorship of the Company w.e.f 01.09.2018

• * The board of directors of the company has appointed Mr. Nirav Arvindkumar Shah as a Company Secretary of the company w.e.f. 04th December 2018.

• Mr. Mahendrabhai Ramniklal Shah (DIN: 03144827), is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for re- appointment.

Pursuant to Section 149(7] of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6] of the Act and SEBI (Listing Obligations & Disclosure Requirements] Regulations, 2015.

8. NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 10 (Ten] times, Details of the Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held Total Strength of the Board No of directors present
30th May 2018 " 6 5
17th July 2018 6 5
07th August 2018 6 5
08th September 2018 5 4
24th September 2018 5 3
26th October 2018 5 5
14th November 2018 5 4
04th December 2018 5 3
12 th January 2019 5 4
07th February 2019 5 4

In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Attendance of Directors at Board Meetings and Annual General Meeting

Date on which the Board Meetings were held

Category of Directors

Attendance

Directorship in other Public Companies

Board Last AGM
Ritesh Mahendrabhai Sheth Managing Director 10 Yes 0
Mahendrabhai Ramniklal Shah Director 10 Yes 1
Satish Vadilal Sheth Non-Executive Independent Director 8 Yes 4
Dinesh Dalchand Hiran Non-Executive Independent Director 5 Yes 0
Arunaben Non-Executive Director 6 Yes 0
Mahendrakumar Shah
Prakash Ratilal Soni * Non-Executive Independent Director 3 NA 0

* Mr. Prakash Ratilal Soni resigned from the Directorship of the Company w.e.f 01.09.2018

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5] of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

(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; and

(e) The directors have 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.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

During the year, such Controls were tested and no reportable material weakness was observed

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, Authorised Share Capital of the Company has increased from Rs. 4,80,00,000 to Rs. 10,01,00,000 (divided into 10010000 Equity Shares of Rs. 10/- Each by passing resolution in the Members Meeting of the Company dated 03.09.2018.

Further during the year under the review the Paid-up Capital of the Company has increased share capital to Rs. 10,00,58,670/- by allotment of 52,41,173 bonus shares of Rs. 10/- each to its shareholders in ratio of 11 equity shares for every 10 equity shares held on record date.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are 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 Except the following:

• The Equity Shares of the Company has Migrated from BSE SME Platform to BSE Main Board Platform in the list of ‘B Group w.e.f. 12th December 2018.

• Registered Office of the Company has shifted within the Local Limit of the Company.

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3](a] read with Section 92(3] of the Companies Act, 2013 and rule 12(1] of the Companies (Management and Administration] Rules, 2014, in Form MGT-9, is annexed herewith as "Annexure - A"

15. AUDITORS AND THEIR REPORT

• STATUTORY AUDITORS

pursuant to the provisions of Sections 139 & 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors] Rules, 2014, M/s Parth Shah & Associates, Chartered Accountants (FRN: 144251W) Statutory Audit Firm has appointed as Auditors of the Company in place of Dhaval Padiya and Co. (FRN-140653W), Chartered Accountants to hold upto this ensuing Annual General Meeting (AGM) at such remuneration including applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Consent of the Auditor has been taken for such appointment.

• COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules, 2014, the cost audit is not applicable to the Company.

• SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, Mr. Manohar Chunara, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure - B". The report is self-explanatory.

With reference to the remarks and observation of the secretarial Auditor, the following explanations have been submitted by the board of directors of the company.

16. DEPOSITS

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.

17. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9] of the Companies (Accounts] Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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

During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2] of the companies (Accounts) Rule, 2014 are annexed herewith as per "Annexure - C".

However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS RELATIONSHIP COMMITTEE

• Audit Committee

Constitution & Composition of Audit Committee:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

Name

Designation

Category

No. of Meetings held during the Period

Held Attended
Dinesh D Hiran Chairman Non-Executive- Independent Director 4 4
Satish Vadilal Sheth Member Non-Executive- Independent Director 4 4
Mahendra R Shah Member Executive- Director 4 4

* Mr. Prakash Ratilal Soni resigned from the membership of the committee w.e.f 01.09.2018 ** Mr. Satish Vadilal Sheth appointed the as membership of the committee w.e.f 01.09.2018

• Nomination and Remuneration Committee:

Constitution & Composition of Remuneration Committee:

The Company has constituted a Remuneration Committee as per the provisions section 178 of the Companies Act.

The composition of the Remuneration Committee and details of Meetings attended by the Directors are given below:

Name

Designation

Category

No. of Meetings held during the Period

Held Attended
Dinesh D. Hiran Chairman Non-Executive- Independent Director 4 4
Satish Vadilal Sheth Member Non-Executive- Independent Director 4 4
Arunaben Shah Member Non-Executive- Director 4 4

* Mr. Prakash Ratilal Soni resigned from the membership of the committee w.e.f 01.09.2018 ** Satish Vadilal Sheth appointed the as membership of the committee w.e.f 01.09.2018

The Policy of nomination and Remuneration committee has been place on the website of the company at www.darshanorna.com and the salient features of the same has been disclosed under "Annexure - D"

• Stakeholders Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

The composition of the Shareholders/Investors Grievance Committee and details of Meetings attended by the Directors are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Dinesh D Hiran Chairman Non-Executive-Independent Director 1 1
Satish Vadilal Sheth Member Non-Executive-Independent Director 1 1
Arunaben Shah Member Non-Executive- Director 1 1

* Mr. Prakash Ratilal Soni resigned from the membership of the committee w.e.f 01.09.2018 ** Mr. Satish Vadilal Sheth appointed the as membership of the committee w.e.f 01.09.2018

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at www.darshanorna.com

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies current working and future outlook of as per "Annexure - E"

26. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is listed on SME Platforms of BSE. Therefore, The Company has obtained a Certificate from a Practicing Company Secretaries certifying the same.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Companys employees at all levels.

Place: Ahmedabad Date: 02nd September, 2019

Registered Office:

102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel,

Nr. Circle - P, C.G.Road,

Ahmedabad- 380009, Gujarat

DARSHAN ORNA LIMITED SD/-

Ritesh Mahendrabhai Sheth Managing Director & Chairman