Dear Members,
Your Directors are pleased to present the 12th Annual Report on the business
and operations of Destiny Logistics & Infra Limited (“the Company/your
Company”) together with the Audited Financial Statements for the Financial Year ended
31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
The Companys financial performance for the year under review along with previous year
figures is given hereunder:
(Amount in Lakh)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
5672.01 |
3469.95 |
Other Income |
8.93 |
5.35 |
Total Revenue |
5680.94 |
3475.30 |
Total Expenses |
5392.52 |
3299.94 |
Profit Before Tax |
288.42 |
175.36 |
Provision for Taxation: (i) Current Income Tax |
81.83 |
45.59 |
(ii)Deferred Tax |
0.03 |
-0.005 |
Profit after Income Tax |
206.57 |
129.77 |
Earnings Per Equity Share |
|
|
Basic (Rs.) |
1.34 |
1.69 |
Diluted (Rs.) |
1.34 |
1.69 |
2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:
The Company has reported total income of Rs. 5680.94 Lakhs for the current year as
compared to Rs. 3475.30 Lakhs in the previous year. The Net Profit for the year under
review amounted to Rs. 206.57 Lakhs in the current year as compared to Rs. 129.77 Lakhs in
the previous year.
3. DIVIDEND AND RESERVES:
Keeping in view the future expansion plans, your Board of Directors do not recommend
any dividend for Financial Year 2022-23.
An amount of Rs. 1106.05 Lakhs were transferred to Reserves and Surplus during the year
202223.
4. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the Company.
5. 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
There were no 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.
6. TRANSFER TO RESERVES
There is no amount proposed to be transferred to reserves for Financial Year 2022-23.
7. CAPITAL STRUCTURE:
i. Authorized Share Capital
The authorized share capital of the Company increased from 10,00,00,000/- (Rupees Ten
Crores Only) divided into 1,00,00,000/- (One Crore) equity shares of Rs. 10/- (Rupees Ten
only) to Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One
Crore Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten only).
ii. Issued, Subscribed and Paid-up Share Capital
The issued, subscribed and paid up share capital of the Company as on March 31, 2023 is
Rs. 15,38,80,000/- (Rupees Fifteen Crore Thirty-Eight Lakh Eighty Thousand only), divided
into 1,53,88,000 (One Crore Fifty-Three Lakh Eighty-Eight Thousand) equity shares of Rs.
10/- each. Details of issuance of equity shares done by the Company during the financial
year under review are given here under:
SL. No. |
Date of Issuance of |
Brief Details |
No of Equity |
|
Equity Shares |
|
Shares |
1 |
23.02.2023 |
Issuance of further equity shares by way |
76,94,000 |
|
|
of Rights Issue |
|
iii. Equity shares with differential Voting rights and sweat equity shares
During the financial year under review, the Company has neither issued the equity
shares with
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8. LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed on the EMERGE SME Platform of National
Stock Exchange Limited. The Annual Listing fees for the year 2023-24 have been paid.
9. CORPORATE OFFICE OF THE COMPANY:
During the year under review, there has been no change in the situation of the
Corporate Office of the Company. The Corporate Office is located at Unit No. 708, 7th
Floor, ECO Centre, Block- EM-4 Sector-V, Salt Lake Kolkata - 700091.
10. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There was no amount liable or due to be transferred to Investor Education and
Protection Fund (IEPF) during the financial year ended March 31, 2023.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The appointment and remuneration of Directors are governed by the Policy devised by the
Nomination, Remuneration and Compensation Committee of your Company.
Key Managerial Personnel (KMP)
During the year under review, there was no change in the Key Managerial Personnel of
the Company.
Following are the KMPs of the Company in terms of Section 203 of the Act
Rekha Bhagat |
: Managing Director |
Mustafa Rangwala |
: Company Secretary & Compliance Officer |
Prasenjit Biswas |
: Chief Financial Officer |
Directors
During the year under review, there was no change in the Composition of the Board of
the Company.
Composition of the Board
Rekha Bhagat |
: Managing Director |
Jugal Kishore Bhagat |
: Non-Executive Non-Independent Director |
Mithilesh Kumar Jha |
: Executive Director |
Shir Sagar Pandey |
: Independent Director |
Sweta Chaurasia |
: Independent Director |
Mrs. Rekha Bhagat, Managing Director of the Company, retires by rotation at the
upcoming annual general meeting (“AGM”) of the Company and being eligible, has
offered herself for reappointment as per the provisions of the Act. A resolution seeking
approval of the shareholders for her re-appointment forms part of the Notice of the AGM.
12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the year under review, the Board of Directors met 13 (Thirteen) times. The
maximum interval between any two meetings did not exceed 120 days. The prescribed quorum
was presented for all the Meetings.
There being 13 meetings of Board of Directors being convened under the financial year
complying with the requirement of Section 173 of the Companies Act 2013. The Board met on
12th April, 2022, 30th May, 2022, 23rd August, 2022, 02nd
September, 2022, 24th September, 2022, 28th September, 2022, 20th
October, 2022, 9th November, 2022, 14th November, 2022, 14th December,
2022, 20th January, 2023, 10th February, 2023 and 23rd
February, 2023.
Details of the attendance of the Directors at the Board meetings held during the year
ended 31 st March 2023 are as follows:
Name of the Director |
Number of Board Meetings |
| Held |
Attended |
Rekha Bhagat |
13 |
13 |
Jugal Kishore Bhagat |
13 |
13 |
Mithilesh Jha |
13 |
13 |
Shir Sagar Pandey |
13 |
13 |
Sweta Chaurasia |
13 |
13 |
13. DEPOSITS:
During the year under review, your Company has not invited nor accepted any public
deposits within the meaning of section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposit) Rules, 2014 hence the requirement for furnishing of details of
deposits which are not in Compliance with the Chapter V of the Companies Act, 2013 is not
applicable.
14. COMMITTEES OF THE BOARD:
Audit Committee:
The constitution, composition and functioning of the Audit Committee also meets with
the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. All the
recommendations of Audit Committee have been accepted by the Board of Directors of the
Company:
Terms & Reference of Audit Committee:
• oversight of the companys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
• recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
• approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
• reviewing, with the management, the annual financial statements and auditors
report thereon before submission to the board for approval, with particular reference to:
o matters required to be included in the directors responsibility statement to be
included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
o changes, if any, in accounting policies and practices and reasons for the same;
o major accounting entries involving estimates based on the exercise of judgment by
management;
o significant adjustments made in the financial statements arising out of audit
findings;
o compliance with listing and other legal requirements relating to financial
statements;
o disclosure of any related party transactions; o modified opinion(s) in the draft
audit report;
• reviewing, with the management, the quarterly financial statements before
submission to the board for approval;
• reviewing, with the management, the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the draft prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;
• reviewing and monitoring the auditors independence and performance, and
effectiveness of audit process;
• approval or any subsequent modification of transactions of the company with
related parties;
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the listed entity, wherever it is
necessary;
• evaluation of internal financial controls and risk management systems;
• reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
• reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure coverage and frequency of internal audit;
• discussion with internal auditors of any significant findings and follow up
there on;
• reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board;
• discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
• to look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
• to review the functioning of the whistle blower mechanism;
• approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
• reviewing the utilization of loans and/ or advances from/investment by the
holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of
the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision.]
• monitoring the end use of funds raised through public offers and related
matters.
• carrying out any other function as is mentioned in the terms of reference of the
audit committee.
Further, the Audit Committee shall mandatorily review the following information:
• management discussion and analysis of financial condition and results of
operations;
• statement of significant related party transactions (as defined by the audit
committee), submitted by management;
• management letters / letters of internal control weaknesses issued by the
statutory auditors;
• internal audit reports relating to internal control weaknesses; and
• the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
• statement of deviations: (a) half yearly statement of deviation(s) including
report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of
Regulation 32(1); (b) annual statement of funds utilized for purposes other than those
stated in the draft prospectus/notice in terms of Regulation 32(7).
Nomination and Remuneration Committee:
The Constitution, Composition and functioning of the Nomination and Remuneration
Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013
and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Terms & Reference of Nomination and Remuneration Committee:
• Formulation of the criteria for determining qualifications, positive attributes
and independence of a director and recommend to the board of directors a policy relating
to, the remuneration of the directors, key managerial personnel and other employees;
• Formulation of criteria for evaluation of performance of independent directors
and the board of directors;
• Devising a policy on diversity of board of directors;
• Identifying persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down and recommend to
the board of directors their appointment and removal.
• To extend or continue the term of appointment of the independent director, on
the basis of the report of performance evaluation of independent directors.
• To recommend to the Board all remuneration, in whatever form, payable to senior
management.
Stakeholders Relationship Committee:
The Constitution, Composition and functioning of the Stakeholders Relationship
Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Terms & Reference of Stakeholders Relationship Committee:
• Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc;
• Review of measures taken for effective exercise of voting rights by
shareholders;
• Review of adherence to the service standards adopted by the listed entity in
respect of various services being rendered by the Registrar & Share Transfer Agent;
• Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company; and
• To carry out any other function as prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time
to time.”
15. DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
16. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the Independent Directors was held on 13th March 2023,
inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the
Board as a whole, evaluation of the performance of the Chairman, taking into account the
views of the Executive and Non- Executive Directors and the evaluation of the quality,
content and timeliness of flow of information between the management and the Board that is
necessary for the Board to effectively and reasonably perform its duties. The Independent
Directors expressed satisfaction with the overall performance of the Directors and the
Board as a whole.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such order has been passed by the Regulators/Court or Tribunals which can impact the
going concern status and Companys operation in future.
18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company had no Subsidiary or Joint Ventures or Associate Companies as on 31st
March, 2023. Hence a statement to be annexed to this Board Report in form AOC-1 is not
applicable.
19. PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:
This clause is not applicable as the Company do not have any Subsidiary, Joint Venture
or Associate Company as on 31st March, 2023.
20. PARTICULARS OF LOANS, GURANTEES OR INVESTMENT BY THE COMPANY:
Details of loans given, investments made or guarantees given or security provided as
per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the
SEBI Listing Regulations are given in the notes forming part of the financial statements
provided in this Annual Report.
21. WEBSITE
www.destinyinfra.in is the website of the Company. All the requisite details,
policy are placed on the website of the Company.
22. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTOR/WHOLE-TIME DIRECTOR:
The appointment is made pursuant an established procedure which includes assessment of
managerial skills, professional behavior, technical skills and other requirements as may
be required and shall take into consideration recommendation, if any, received from any
member of the Board.
23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS:
The Company has in place a process for familiarization of newly appointed directors
with respect to their respective duties and departments. The highlights of the
Familiarization Programme is available on the Companys website at:
https://destinyinfra.in/wp-
content/uploads/2021/12/Familarization-Programme-for-Independent-Directors.pdf
24. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, is presented separately as Annexure I forming part of the Annual Report
attached herewith.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year under review, all the Related party transactions are
disclosed in the notes provided in the financial statements which forms part of this
Annual Report.
All transactions with related parties are in accordance with the policy on related
party transactions formulated by the Board. Further, during the financial year under
review, in terms of Section 188 and Section 134 of the Act read with rules thereunder, all
contracts/arrangements/ transactions entered into by the Company with its related parties
were on arms length basis and not material. All the related party transactions are
approved by the Audit Committee and Board of Directors.
Hence disclosure under form AOC-2 in terms of Section 134 of the Act is not required.
26. FORMAL ANNUAL EVALUATION:
The Board of Directors is committed to get carried out an annual evaluation of its own
performance, board committees and individual Directors pursuant to applicable provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015. Performance evaluation of Independent Directors was carried out by the
entire board, excluding the Independent Director being evaluated. Based on the criteria
the exercise of evaluation was carried out through the structured process covering various
aspects of the Board functioning such as composition of the Board and committees,
experience & expertise, performance of specific duties & obligations, attendance,
contribution at meetings, etc. The performance evaluation of the Managing Director and the
Non- Independent Directors was carried out by the Independent Directors.
27. STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed to this Boards Report as Annexure - II.
28. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES
ACT, 2013:
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect
to the Directors Responsibility Statement, the Board of Directors of the Company hereby
confirms:
(i) That in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(ii) That 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 as on 31st
March, 2023 and Profit and Loss Account of the Company for that period;
(iii) That the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 and
Rules made there under for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
(iv) That the directors have prepared the annual accounts for the Financial Year ended
31 March 2023 on a going concern basis;
(v) That 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 and
(vi) That 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.
29. CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility is not applicable to the Company.
30. ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at the web-link: www.dest.invinfra.in.
31. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 (ACT)
READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014:
Disclosures regarding activities undertaken by the company in accordance with the
provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules,
2014 are provided here under:
A. Conservation of energy:
(i) The Steps taken or impact on Conservation of energy:
The Company has adopted strict control system to monitor day to day power consumption.
The Company ensures optimal use of energy with minimum extend of wastage as far as
possible. The day to day consumption is monitored and efforts are made to save energy.
(ii) Steps taken by company for utilizing alternate source of energy:
The Company is not utilizing any alternate source of energy.
(iii) The Capital Investment on energy conservation equipment:
The Company has not made any Capital Investment on energy conservation equipments.
B. Technology absorption:
The Company does not undertake any activities relating to technology absorption.
C. Foreign Exchange earnings and outgo:
(i) Foreign Exchange Earnings: NIL
(ii) Foreign Exchange Outgo: NIL
(iii) Advance to Supplier: NIL
32. CORPORATE GOVERNANCE REPORT:
By virtue of Regulation 15 of SEBI (Listing obligations and disclosure requirements)
Regulations, 2015 (“LODR”) the compliance with the corporate governance
provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.
Hence, the Corporate Governance Report does not form part of this Annual Report.
33. RISK MANAGEMENT POLICY OF THE COMPANY:
In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has
in place a proper system for Risk Management, assessment and minimization of risk. Risk
Management is the identification and identification and assessment of risk. Major risks
identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis.
The Board members are informed about risk assessment and minimization procedures after
which the Board formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company.
34. AUDITORS, AUDIT QUALIFICATION AND BOARDS EXPLANATION:
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and
Auditors) Rules, 2014, as amended from time to time, M/S Bijan Ghosh & Associates,
Chartered Accountants, Firm Registration No. 323214E were appointed as Statutory Auditor
of the Company in the 10th Annual General Meeting for a term of 5 years
commencing from conclusion of the 10th Annual General Meeting upto the 15 th
Annual General Meeting of the Company to be held in calendar year 2026.
The Auditors have confirmed their availability within the meaning of provisions of
Section 139 of the companies Act, 2013.
Internal Auditor
The Company has appointed M/s. Kumar Roy Barman Prasanta & Associates, Chartered
Accountants as the Internal Auditor of the Company for the F.Y. 2022-2023 to conduct the
Internal Audit of the Company in their Board Meeting held on 30th May, 2022.
Secretarial Auditors Report
Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Board of Directors of your Company has appointed M/s. Ankita Dey &
Associates, Practising Company Secretary as Secretarial Auditor of the Company to
undertake the Secretarial Audit for the financial year 2022-23 in accordance with the
provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report in the
prescribed Form MR-3 for the financial year 202223 issued by M/s. Ankita Dey &
Associates, Company Secretary is enclosed as Annexure III to this report.
Cost Auditor:
The provisions of Cost Audit as prescribed under Section 148 of the Act and the rules
framed thereunder are not applicable to the Company.
35. REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate systems of internal control meant to ensure proper accounting
controls, monitoring cost cutting measures, efficiency of operation and protecting assets
from their unauthorized use. The Company also ensures that internal controls are operating
effectively. The Company has also in place adequate internal financial controls with
reference to financial statement. Such controls are tested from time to time to have an
internal control system in place.
Based on their view of these reported evaluations, the directors confirm that, for the
preparation of financial statements for the financial year ended 31 March 2023, the
applicable Accounting Standards have been followed and the internal financial controls are
generally found to be adequate and were operating effectively & that no significant
deficiencies were noticed.
37. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India.
38. VIGIL MECHANISM (WHISTLE BLOWER POLICY):
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is implemented through the Companys Whistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism
for the Directors and employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate
safeguards against the victimization of employees who avail of the mechanism and provides
direct access to the Chairperson of the Audit Committee in exceptional cases. The Policy
of vigil mechanism may be accessed on the Companys website at the weblink:
https://destinyinfra.in/wp- content/uploads/2021/12/Policy-on-Vigil-Mechanism.pdf.
39. NOMINATION AND REMUNERATION POLICY:
The Company has in place a policy for remuneration of Directors, Key Managerial
Personnel and Employees of senior management employees. The details of the same are given
on the website of the Company i.e., www.destinyinfra.in.
40. PREVENTION OF INSIDER TRADING:
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted
a Code of Conduct for Prevention of Insider Trading. During the year under review, there
has been due compliance with the said code.
41. POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:
Your Company has adopted the policy of code of Conduct to maintain standard of business
conduct and ensure compliance with legal requirements. Details of the same are given in
the website of the Company i.e. www.destinyinfra.in.
42. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There have been no significant material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations. During the year under review, no application was made or any proceedings
pending against the Company under the Insolvency and Bankruptcy Code, 2016.
43. INSURANCE:
All the assets of the Company wherever necessary and to the extent required have been
adequately insured.
44. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
Your Company lays emphasis on commitment towards its human capital and recognizing its
pivotal role for organization growth. During the year, the Company maintained a record of
peaceful employee relations.
Your Directors wish to place on record their appreciation for the commitment shown by
the employees throughout the year.
45. ENVIRONMENT, HEALTH AND SAFETY:
The Company is committed to provide a safe and healthy work environment for the
well-being of all our Stakeholders. The operations of the Company are conducted in such a
manner that it ensures safety of all concerned and a pleasant working environment. The
Company strives to maintain and use efficiently limited natural resources as well as focus
on maintaining the health and well-being of every person.
46. LISTING OF SHARES:
The Equity Shares of the Company are listed on the EMERGE Platform of National Stock
Exchange Limited. The Annual Listing fees for the year 2022-23 have been paid.
47. PREVENTION OF SEXUAL HARASSMENT:
Your Company has framed a Policy of prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has zero tolerance for sexual harassment for women at workplace and has
adopted a policy against sexual harassment in line with Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. All women who are associated with the Company-either as permanent employees or
temporary employees or contractual persons including service providers at Company sites
are covered under the above policy. During the financial year 2022-23, the Company has not
received any complaints on sexual harassment and hence no compliant remains pending as on
31st March, 2023. Details of the same are given on the website of the Company
i.e., www.destinyinfra.in.
48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016: DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL
YEAR
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 are not applicable to the Company.
49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
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 are not applicable to the Company.
50. ACKNOWLEDGEMENT:
Your Directors wishes to express its gratitude and places on record its sincere
appreciation for the commitment and efforts put in by all the employees. And also record
their sincere thanks to bankers, business associates, consultants, and various Government
Authorities for their continued support extended to your Companies activities during the
year under review.
Your Directors also acknowledges gratefully the shareholders for their support and
confidence reposed on your Company. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.
Place: Kolkata |
For and on behalf of the Board of Directors of |
Date: 24.08.2023 |
DESTINY LOGISTICS & INFRA LIMITED |
|
SD/- |
SD/- |
|
Rekha Bhagat |
Jugal Kishore Bhagat |
|
(Managing Director) |
(Director) |
|
DIN: 03564763 |
DIN: 02218545 |
+91-9892691696
