To the Members,
Your Directors are pleased to present the 8th Annual Report of the Company, along with
the financial statements for the Financial Year ended March 31, 2023 in compliance with
the provisions of the Companies Act, 2013, the rules and regulations framed thereunder
("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 ("Listing Regulations").
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company have been prepared in accordance with the
Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,
2013 ("the Act"), read with rule 7 of The Companies (Accounts) Rules, 2014
(Accounts Rules).
The financial performance of the Company, for the Financial Year ended on March 31,
2023 is summarized below:
( in Lakhs)
|
March 31, 2023 |
March 31, 2022 |
| Revenue from operations and Other Income |
3,410.59 |
3,603.69 |
| Operating Profit / (Loss) before Interest, Depreciation and Taxes |
(317.22) |
540.33 |
| less: Finance Costs |
411.45 |
197.79 |
| less: Depreciation |
102.18 |
224.84 |
| (Loss)/Profit for the year before Exceptional Items and Tax |
(830.85) |
117.70 |
| less: Exceptional Items |
389.94 |
- |
| (Loss)/Profit Before Tax |
(1,220.79) |
117.70 |
| less: Taxation |
- |
- |
| (Loss)/Profit After Tax |
(1,220.79) |
117.70 |
| Other Comprehensive Income |
32.52 |
31.74 |
| Balance brought forward |
(1,188.27) |
149.44 |
| leaving a Balance of which is carried forward |
806.88 |
1,995.16 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:
During the Period under Review, the revenue from operations and other income was
3,410.59 lakh as compared to the last years revenue of 3603.69 lakh. The net loss after
tax (after exceptional item and other comprehensive income) of the Company for the year
under review is (1,188.27) lakh as compared to the last years net profit of 149.44
lakh for the previous year. The net loss for the current year includes an exceptional item
of 389.94 lakh on account of discarding of Property, Plant and Equipment in nature of
Building, more particularly described in Note No. 27. of the Financial Statements.
More details on the financial statements of the Company along with various financial
ratios are available in the Management Discussion & Analysis Report forming part of
this report.
3. DIVIDEND:
On account of the Loss After Tax reported by the Company during the Financial Year
2022-23, the Board of Directors do not recommend any dividend (previous year Nil).
4. TRANSFER TO RESERVES:
The Directors do not propose to transfer any amounts to the general reserves of the
Company, on account of the Loss After Tax reported by the Company during the Financial
year ended March 31, 2023 in the profit and loss account.
5. IMPACT OF COVID-19
Health scares due to COVID-19 Pandemic had resulted in global economic disruption for
an extended period of nearly 2 years over its various phases. However, due to robust
vaccination programmes, particularly by countries with large population, the pandemic
could be controlled to a substantial extent. The company was not directly adversely
impacted due to this pandemic during the year under review.
6. DEPOSITS:
During the year under review, your Company has not accepted/ renewed any public
deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the company has not given any loans and any guarantees,
made any investment and provided any security (ies) covered under the provisions of
section 186 of the Companies Act, 2013.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no subsidiary, joint venture or associate company.
9. SIGNIFICANT EVENT DURING THE YEAR UNDER REVIEW
BSE Limited and National Stock Exchange of India Limited, vide their letters dated
March 13, 2023, have approved our application for reclassification of the erstwhile
members of the "Promoters and Promoter Group" (prior to the implementation of
Resolution Plan as mentioned below) as "Public Shareholders" in terms of
Regulation 31A of the SEBI Listing Regulations.
Further, during the year under review, the Company is in process to sale / dispose of
surplus land ad measuring 65,584.50 Sq. Mtrs. as identified by the Board of Directors at
their meeting held on August 29, 2023 for consideration not less than Rs. 60 Crore.
Subsequently, the Board has also obtained Shareholder consent to sale / dispose of above
said land by passing Special Resolution at 7th Annual General meeting held on September
24, 2023.
10. CHANGE IN SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2023 stood at 2000 Lakhs. There was
no change in the paid-up share capital during the year. The Company have outstanding paid-
up preference share capital of 2700 Lakhs as on March 31, 2023.
During the year under review, the 27,00,000 - 7% Cumulative, Non-Convertible Redeemable
Preference Shares of Rs. 100/- each aggregating to Rs. 27,00,00,000/- which were allotted
to Finquest Financial Solutions Private Limited (FFSPL) by the Board of Directors of the
Digjam Limited on March 19, 2021 have now acquired 2,70,00,000 Voting Rights by operation
of the Second Proviso to sub-section (2) of Section 47 of the Companies Act, 2013 for
non-payment of dividend for period of 2 years.
It may be noted that FFSPL is the sole Promoter of the Company and is holding
1,80,00,000 Equity Shares of Rs. 10/- each (90% of the present paid-up Equity Share
Capital). Consequently, after acquiring 2,70,00,000 voting rights on 27,00,000 - 7%
Cumulative, Non-Convertible Redeemable Preference Shares in terms of 2nd proviso to
sub-section (2) of Section 47 of the Companies Act, 2013 the Voting Rights of FFSPL will
increase to 4,50,00,000 i.e. 95.74% of the aggregate paid-up Equity and Preference Share
Capital of the Company.
During the year under review, the Company has neither issued any shares with
differential voting rights nor granted any stock options or sweat equity or warrants.
As on March 31, 2023, none of the Directors of the Company hold instruments convertible
into Equity Shares of the Company.
There is no instance where the Company failed to implement any corporate action within
the specified time limit.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Composition of the Board
Composition of Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive
Independent Directors including Women Director in accordance with the provisions of
Companies Act, 2013 and Regulation 17 of Listing Regulations. All the Directors have rich
experience and specialized knowledge in sectors covering law, finance, accountancy and
other relevant areas.
As on March 31, 2023, the Board consisted of six directors comprising of three
Non-Executive Independent Directors including a woman director, namely:
| Sr. No. |
Name of Director |
Designation |
| 1. |
Sri Hardik Patel (DIN:00590663) |
Whole Time Director Director and Chairman |
| 2. |
Sri Ajay Agarwal (DIN:00649182) |
Non-Executive, NonIndependent Director |
| 3. |
Sri D. G. Rajan (DIN:00303060) |
Non-Executive, Independent Director |
| 4. |
Ms. Sudha Bhushan (DIN:01749008) |
Non-Executive, Independent Director |
| 5. |
Sri Panchapakesan Swaminathan (DIN:00901560) |
Non-Executive, Independent Director |
| 6. |
Sri Vinayak Hoskote Rao (DIN:10073636) |
Executive Director |
The profile of all the Directors can be accessed on the Companys website at www.digmm.co.in.
None of the Directors of the Company have incurred any disqualification under Section
164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from
accessing the capital market as well as from holding the office of Director pursuant to
any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or
any other such regulatory authority. In the view of the Board, all the directors possess
the requisite skills, expertise, integrity, competence, as well as experience considered
to be vital for business growth.
The composition of Board of Directors and detailed analysis of various skills,
qualifications and attributes as required and available with the Board has been presented
in the Corporate Governance Report.
b. Changes in the Directors during the year under review:
Pursuant to recommendations of the Nomination and Remuneration Committee the details of
changes in the Directorships approved by the Board during the financial year 2022-23 is
given below:
Sri Ajay Kumar Agarwal (DIN: 03508224) has been appointed / redesignated, as Whole-time
Director, designated as Executive Director of the Company for a period of 3 (Three)
years from April 1, 2022 to March 31, 2025, liable to retire by rotation, by the Board of
Directors at their Meeting held on February 14, 2022. Further, the said appointment was
approved by the Members of the Company by way of Postal Ballot on June 30, 2022. Further,
he has ceased as Executive Director of the Company w.e.f January 31, 2023
The Board of Directors at their meeting held on May 25, 2022 approved the
re-designation of Sri Ajay Agarwal (DIN: 00649182) from Whole Time Director to
Non-Executive Director of the Company w.e.f. May 26, 2022, is liable to retire by
rotation.
Sri Hardik B. Patel has been appointed / redesignated, as Whole-time Director,
designated as Whole Time Director cum Chairman of the Company for a period of 3 (Three)
years from February 6, 2023 to February 5, 2026, not liable to retire by rotation, by the
Board of Directors at their Meeting held on February 6, 2023. Further, the said
appointment was approved by the Members of the Company by way of Postal Ballot on May 5,
2023.
Sri Parashiva Murthy B S has been appointed, as Additional Director of the Company by
the Board of Directors at their meeting held on February 6, 2023. However, due to personal
reasons Sri Parashiva Murthy B S resigned from the Board w.e.f March 16, 2023.
Sri Vinayak Hoskote Rao has been appointed, as Wholetime Director, designated as
Executive Director of the Company for a period of 3 (Three) years from March 16, 2023 to
March 15, 2026, liable to retire by rotation, by the Board of Directors at their Meeting
held on March 16, 2023. Further, the said appointment was approved by the Members of the
Company by way of Postal Ballot on May 5, 2023.
c. Retirement by Rotation:
Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies
(Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of
the Company, Sri Ajay Agarwal (DIN: 00649182) will retire by rotation at the ensuing
Annual General Meeting and being eligible has offered himself for re-appointment.
Information regarding the directors seeking reappointment as required by Regulation 36
of the Listing Regulations and Secretarial Standard-2 has been given in the notice
convening the ensuing Annual General Meeting.
d. Key Managerial Personnel
During year under review, Sri Ajay Agarwal (DIN: 00649182) has ceased to be Chief
Financial Officer w.e.f. May 31, 2022.
Sri Satish Shah has been appointed as Chief Financial Officer of the Company with
effect from August 8, 2022. However, Sri Satish Shah has ceased to be Chief Financial
Officer w.e.f February 15, 2023.
As on 31st March, 2023, Your Company has following key managerial personnel as on date
of this report:
Sri Punit Bajaj, Company Secretary and Compliance Officer.
12. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each independent director who
are part of the Board confirming that he/she meets the criteria of independence as laid
out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made
thereunder and Regulation 16(1) (b) of the Listing Regulations.
None of the independent directors are aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. The board of directors have taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment of the same and in
their opinion the Independent Directors fulfill the conditions specified in the Act and
Listing Regulations and are independent of the management.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and
Senior Management Personnel formulated by the Company as per Listing Regulations.
13. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy
on appointment of Board Members including criteria for determining qualifications,
positive attributes, independence of a Director and the Policy on remuneration of
Directors, KMP and other employees is annexed to this Report as ‘Annexure-A
and is also available on the weblink http://digjam.co.in/files/policy/Policy%20
on%20Remuneration%20to%20Exec%20Director%20 %26%20Sr%20Management.pdf.
14. PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended
from time to time in respect of Directors/ employees of the Company is attached as Annexure-
B to this report.
The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended from time-to-time forms part of this Board Report. However, in terms of Section
136 of the Act, the annual report is being sent to the shareholders excluding the said
statement. The said information is readily available for inspection by the shareholders at
the Companys registered office during the business hours on all working days up to the
date of ensuing Annual General Meeting and shall also be provided to any shareholder of
the Company, who sends a written request to the Company Secretary and Compliance Officer
at investors@digjam.co.in.
15. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2022-23, six (6) Board Meetings were held. The meetings were
held in hybrid mode i.e., both physically and virtually in accordance with the applicable
provisions of the Act. The details relating to Board Meetings and attendance of Directors
in each board meeting held during the FY-2022-23 has been separately provided in the
Corporate Governance Report.
The maximum time gap between any two Board Meetings was not more than 120 days as
required under Regulation 17 of the Listing Regulations, Section 173 of the Act and
Secretarial Standard on Meetings of the Board of Directors.
16. COMMITTEES OF THE BOARD
The constitution of the Board Committees is in acquiescence of provisions of the Act
and the relevant rules made thereunder, Listing Regulations and the Articles of
Association of the Company. The Board has constituted Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee to deal with specific
areas/activities that need a closer review and to have an appropriate structure for
discharging its responsibilities.
The composition, terms of reference, attendance of directors at the meetings of all the
above Committees has been disclosed in the Corporate Governance Report.
There has been no instance where the Board has not accepted any of the recommendations
of the Audit Committee.
17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other
applicable provisions of the Listing Regulations and in consonance with Guidance Note on
Board Evaluation issued by the SEBI, the Board of Directors of the Company have formulated
a Board Evaluation Policy which lays down the manner of evaluation of the Board as a
whole, its committees and the individual Directors.
The Board on the recommendation of the Nomination and Remuneration Committee carried
out an annual performance evaluation of the Board as a whole and directors individually.
The Board also carried evaluation of the performance of its various Committees for the
year under consideration. The performance evaluation of the Directors was carried out by
the entire Board, other than the Director being evaluated. The performance evaluation of
the Chairman and the Non Independent Directors were carried out by the Independent
Directors. The Directors expressed their satisfaction over the evaluation process.
The Company has put in place a policy containing, inter- alia, the criteria for
performance evaluation of the Board, its committees and individual Directors (including
independent directors) is annexed to this Report as Annexure- C.
18. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors of the Company confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed and no material departures
have been made from the same;
b. such accounting policies have been selected and applied consistently and judgments
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2023 and of the profit/loss of
the Company for the year ended on that date;
c. the proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. the internal financial controls were in place and that such internal financial
controls were adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
19. BUSINESS RISK MANAGEMENT
The Company has built a comprehensive risk management framework that seeks to identify
all kinds of anticipated risks associated with the business and to take remedial actions
to minimize any kind of adverse impact on the Company. The main identified risks at the
Company are Commercial risks, financial risks, operational risks and legal &
regulatory risks. Your Company has established a comprehensive risk management system to
ensure that risk to the Companys continued existence as a going concern and to its
development are identified and addressed on timely basis. Risk Management strategy as
approved by the board of Directors is implemented by the Company management.
The Company is not required to constitute the Risk Management Committee, as the
provision of Regulation 21 of the Listing Regulations is not applicable to the Company.
The Company has also formulated and implemented a Risk Management Policy in accordance
with Listing Regulations, to identify and monitor business risk and assist in measures to
control and mitigate such risks. The Policy is available on the Website of the Company at www.digjam.co.in.
The other details in this regard are provided in the Corporate Governance Report, which
forms part of this Annual Report.
20. AUDITORS AND THEIR REPORTS
Statutory Auditor
M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W)
("NPCO"), were re-appointed as the Statutory Auditors of the Company for a
period of 5 (five) year from the conclusion of Seventh AGM till the conclusion of Twelfth
AGM in year 2027, with an authority to the Audit Committee and the Board to decide the
remuneration payable to them. Re-appointment of NPCO was approved by the members at the
7th AGM.
NPCO have furnished a declaration confirming their independence as well as their arms
length relationship with the Company and that they have not taken up any prohibited
non-audit assignments for the Company.
The Board has duly reviewed the Statutory Auditors Report and the observations and
comments, appearing in the report, are self-explanatory and do not call for any further
explanation / clarification by the Board as provided under section 134(3)(f) of the Act.
The Statutory Auditors Report on the financial statements of the Company for the
Financial Year ended March 31, 2023, forms part of this Annual Report and does not contain
any qualification, reservation or adverse remark.
Cost Auditor
The Company had appointed M/s N.D. Birla & Co., Cost Accountants, Ahmedabad, to
audit the cost accounts of the Company for the year ended March 31, 2023 and the
remuneration payable to them was approved by the Members at their 7th Annual General
Meeting. Further, the Board of Directors on the recommendation of Audit Committee has
re-appointed M/s N.D. Birla & Co., Cost Accountants (Firm Registration No. 000027) as
Cost Auditor, to conduct audit of the cost accounting records of the Company for the
financial year ending on March 31, 2024. As required under Section 148 of the Companies
Act, 2013, a resolution regarding ratification of the remuneration payable to M/s N.D.
Birla & Co., Cost Accountants, forms part of the Notice convening the Eighth Annual
General Meeting of the Company.
Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of
the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and
maintained the cost records as specified by the Central Government under sub-Section (1)
of Section 148 of the Companies Act, 2013.
Secretarial Auditor
CS Viral Sanghavi (Proprietor: Viral Sanghavi & Associates), Practicing Company
Secretary (FCS: 10331, CP: 9035), was appointed as Secretarial Auditor, to conduct the
audit of secretarial records of the Company for the financial year ended on March 31, 2023
pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted
by him in the prescribed form MR- 3 is annexed to this Report as Annexure- D
The observations and comments given by the Secretarial Auditors in his report are
self-explanatory and hence, the same to be treated as explanation provided under Section
134 of the Act.
Internal Auditors
M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W),
were appointed as the Internal Auditors of the Company for the FY-2022-23 in the Board
Meeting held on May 25, 2022 in accordance with the provisions of Section 138 of the Act
read with the Companies (Accounts) Rules, 2014.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.
22. INTERNAL FINANCIAL CONTROLS
According to Section 134(5) (e) of the Act, the term Internal Financial Control (IFC)
means the policies and procedures adopted by the Company for ensuring the orderly and
efficient conduct of its business, including adherence to Companys policies, the
safeguarding of its assets, the prevention and early detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
The Company has a well-established internal control framework, which is designed to
continuously assess the adequacy, effectiveness and efficiency of financial and
operational controls and the Board is responsible for ensuring that IFC are laid down in
the Company and that such controls are adequate and operating effectively.
The Companys internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors.
Necessary certification by the Statutory Auditors in relation to Internal Financial
Control u/s 143(3)(i) of the Act forms part of the Audit Report.
23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and date of this Report.
24. CORPORATE SOCIAL RESPONSIBILITY:
As per General Circular No. 14 /2021 date 25th August, 2021, where the amount required
to be spent by a company on Corporate Social Responsibility (CSR) does not exceed Fifty
Lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and
the functions of the CSR Committee in such cases, shall be discharged by the Board of
Directors of the company. Therefore, company did not Comprise CSR Committee. The Board of
Directors of the company monitoring the CSR initiatives of the Company. The Board had
adopted a CSR Policy.
The CSR Policy of the Company inter alia includes CSR activities to be undertaken by
the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the
Board of Directors in accordance with the requirements of the Act is available on the
Companys website at www.digjam.co.in and is also annexed herewith and marked as Annexure-
E.
Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is
required to spend two percent of the average net profit of the Company for three
immediately preceding financial years. As the average net profit of the Company during
previous three financial years was negative, the Company was not required to spend any
amount for the CSR purpose during the year under review.
Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as Annexure-
F.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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
the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure- G.
26. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company for the Financial Year ended March 31, 2023 is available on the website of the
Company at www. digjam.co.in.
27. SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by Central
Government with respect to Meetings of the Board of Directors and General Meetings.
28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Your Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements as set out by the Securities and Exchange
Board of India ("SEBI"). Your Company has also implemented several best
governance practices.
Separate reports on Corporate Governance Compliance and Management Discussion and
Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations
forms part of the Annual Report 2022-23 along with the requisite certificate issued by
Secretarial Auditors of your Company regarding compliance of the conditions of Corporate
Governance.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has formulated a policy on related party transactions which is also
available on Companys website at https://digiam.co.in/files/policy/Policy%20on%20
Related%20Party%20Transactions.pdf. All Related Party Transaction that were entered by
the Company during the financial year with related parties were in its ordinary course of
business and on an arms length basis and were in compliance with the applicable
provisions of the Companies Act, 2013 and the Listing Regulations.
All related party transactions were placed before the Audit Committee/Board for
approval. Prior approval of the Audit Committee was obtained for the transactions which
are foreseen and are in repetitive in nature.
None of the material transactions with related parties fall under the scope of Section
188(1) of the Act. Accordingly, the disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY
2023 and hence does not form part of this report. However, all the transactions with
related parties, which were in the ordinary course of business and on an arms length
basis, have been disclosed in Note No. 34 of the Financial Statements.
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the
provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal
mechanism to the Directors and employees of the Company to report their genuine concerns
and grievances about unethical behaviour, actual or suspected fraud or violation of the
Companys Code of Conduct or Ethics. The policy provides adequate safeguards against
victimization of Directors and employees who avail such mechanism and also provides for
direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit
Committee of the Board is entrusted with the responsibility to oversee the vigil
mechanism. During the year, no personnel was denied access to the Chairman of the Audit
Committee. The Vigil Mechanism/Whistle Blower Policy is annexed to this Report as Annexure-
H and is available on the website of the Company at http://digiam.co.m/files/Whistle%20
Blower%20Policy%20v2.pdf.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
The aim of the policy is to provide protection to women employees at the workplace and
prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
women employees feel secure. All women employees (permanent, contractual, temporary,
trainees) are covered under the said policy.
Your Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to redress complaints received on sexual harassment.
No complaint was pending at the beginning of the year and none was received during the
year.
32. GENERAL
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions or events occurred on these items during the
year under review:
a. There was no change in the nature of business of the Company during the financial
year ended March 31, 2023.
b. Receipt of any remuneration or commission from any of its subsidiary companies by
the Whole-time Directors of the Company.
c. During the financial year under review no disclosure or reporting is required with
respect to issue of equity shares with differential rights as to dividend, voting or
otherwise, issue of Sweat equity shares and Buyback of shares.
d. The financial statements of the Company were not revised.
e. There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
f. There are no significant material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the Financial Year upto
the date of this Annual Report. Further, there are no other significant development during
the year which can be considered as Material except those reported at point number 9 of
this report.
g. No proceedings are filed by the Company or pending against the Company under the
Insolvency and Bankruptcy Code, 2016 till the date of this report.
h. There was no instance of one-time settlement with any Bank or Financial Institution.
33. INDUSTRIAL RELATIONS:
Industrial relations have been cordial at the manufacturing unit of the Company.
34. ACKNOWLEDGEMENTS
The Directors express their appreciation for the sincere cooperation and assistance of
Central and State Government authorities, bankers, customers, suppliers and business
associates. Your Directors also wish to place on record their deep sense of appreciation
for the committed services by your Companys employees. Your Directors acknowledge with
gratitude, the encouragement and support extended by our valued Members.
For and on behalf of the Board of Directors
Hardik Patel
Chairman DIN: 00590663
Place: Mumbai
Date: May 29, 2023
+91-9892691696
