diligent media corporation ltd share price Directors report

Dear Members,

The Board of Directors of Diligent Media Corporation Limited (DMCL or the Company) take pleasure in presenting the Eighteenth (18th) Annual Report of the Company, on the business and operations of the Company, together with Audited Financial Statements and the Auditors Report thereon, for the Financial Year ended March 31, 2023 (FY 2023).

1. FINANCIAL HIGHLIGHTS

The Companys financial performance for the year under review alongwith previous years figures are given hereunder:

(Amount in Lakhs)

	Year ended
Particulars	March 31, 2023	March 31, 2022
Revenue from operations	944.44	648.29
Other income	923.32	74.12
Total income	1,867.76	722.41
Total Expenses	1,838.88	1,414.44
Profit / (loss) before tax, and Exceptional items	28.88	(692.03)
Add/(less): Exceptional items	12,733.14	-
Profit / (loss) before tax from continuing operation	12,762.02	(692.03)
Tax Expenses (Net)	3,211.95	-
Profit /(loss) after tax from continuing operation	9,550.07	(692.03)
Profit /(loss) after tax from discontinued operation	6,520.26	3,086.60
Profit/(loss) for the year	16,070.33	2,394.57

There are no material changes and commitments that occurred after the close of the financial year till the date of this report which affects the financial position of the Company.

Based on internal financial control framework and compliance systems established in the Company and verified by the Internal Auditor and Statutory Auditor and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Companys internal financial controls were adequate and effective during the Financial Year 2022-23.

2. DIVIDEND

Your Board intends to retain its internal accrual for future business requirements and the growth of the Company. Accordingly, your Board has not recommended any dividend during the year under review.

3. BUSINESS OVERVIEW

DMCL is a pioneering presence in the realm of digital media. With a rich history of innovation and a commitment to excellence, DMCL stands out as a trailblazer in the ever-evolving landscape of media sector.

At the core of DMCLs identity is its extensive portfolio of cutting-edge digital properties. Ranging from immersive websites to interactive social media channels, DMCLs digital assets engage audiences in dynamic and meaningful ways. The Companys forward-thinking approach ensures that it remains at the forefront of emerging trends, offering users experiences that are not only relevant but also captivating.

While the companys responsive and dynamic website www.dnaindia.com is thriving with a MAUs of 20 million. The newly launched Hindi edition www.dnaindia.com/hindi is growing steady with an average MAUs of 6 million. The overall page views on our websites were 541 million, whereas monthly average unique users were 23 million during FY 2022-23.The Company is also having presence across social platforms such as Twitter, Facebook, YouTube, Instagram, LinkedIn etc.

During the year under review, revenue from Operations, comprising of Advertisement Income on Digital Media business increased by 146% from Rs. 648.29 lakhs in FY 2021-22 to Rs. 944.44 lakhs in FY 2022-23. The overall Profit of FY 2022-23 was Rs. 16,070.33 lakhs compare to overall Profit of FY 2021-22 of Rs. 2,394.57 lakhs.

I n a world where media and communication channels are constantly evolving, DMCL remains steadfast in its commitment to innovation, quality, and audience engagement. As the digital era continues to unfold, DMCL is poised to shape the future of digital media, offering an inspiring blend of creativity and technology that captivates and connects audiences worldwide.

4. CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2023, the Capital structure stand as follows:

• The Authorised Share Capital of the Company is 600,55,00,000/- (Rupees Six Hundred Crores Fifty

Five Lakhs only) divided into 163,55,00,???(One Hundred and Sixty Three Crores Fifty Five Lakhs) Equity Shares of 1/- (Rupee One) each and 437,00,00,000 (Four Hundred and Thirty Seven crores) Preference Shares of 1/- (Rupee One) each.

• The Paid-up Equity Share Capital of the Company is 448,03,64,283/- (Rupees Four Hundred and Forty Eight Crore Three Lakh Sixty Four Thousand Two Hundred and Eighty Three Only) divided into 11,77,08,018 (Eleven Crore Seventy Seven Lakhs Eight Thousand and Eighteen ) Equity Shares of 1/- (Rupee One only) each and 436,26,56,265 (Four hundred and thirty six crore twenty six lakhs fifty six thousand two hundred and sixty five only)Preference shares of 1/- (Rupee one only) each.

Listing of Companys Securities

Your Companys equity shares continue to be listed and traded on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Both these Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2023-24 to the said Stock Exchanges.

Depositories

Your Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2023-24 have been paid to both the Depositories.

5. REGISTERED OFFICE

The Registered Office of the Company is presently situated at 14th Floor, A Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai - 400 013, Maharashtra.

6. REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (RTA) of the Company is Link Intime India Private Limited. The Registered office of Link Intime India Private Limited is situated at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

7. CORPORATE GOVERNANCE & POLICIES

The fundamental principle of Corporate Governance is achieving sustained growth ethically and in the best interest of all stakeholders. It is not a mere compliance of laws, rules and regulations but a commitment to values, best management practices and adherence to the highest ethical principles in all its dealings to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility.

In terms to the requirements of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta & Associates, is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in separate section forming part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for preservation of documents & archival of records, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower / Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors familiarization program and terms and conditions for appointment of independent directors are available on the Investor Section on the Companys website viz. www.dnaindia.com

I n compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (NRC) of your Board has fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification/ experience, areas of expertise, requisite skill set and independence of individual.

Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, Key Managerial Personnel (KMPs) and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Companys website viz. www.dnaindia.com

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) evaluation of internal financial controls and risk management systems; (c) laying down procedures relating to Risk assessment, minimization and monitoring risk management plan.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board comprises of Non-Executive and Independent Directors, representing a blend of professionalism, knowledge and experience which ensures that the Board independently perform its governance and management functions.

As on March 31, 2023, the Board comprised of 6 (Six) Directors which include, 3 (Three) Non-Executive Non-Independent Directors and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.

Further, the Board of Directors at its meeting held on August 14, 2023, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following re-appointments to the Board:

- Re-appointment of Mr. Prakash Vaghela (DIN:07768595), Independent Director of the Company, for a second term of five years with effect from June 30, 2024 to June 29, 2029; and

- Mr. Nishikant Upadhyay (DIN: 07779721), NonExecutive Non-Independent Director, who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment

The above-mentioned re-appointments are subject to approval of the Members at the ensuing AGM of the Company. Requisite consent for re-appointment and declarations of the Directors were noted by the Board of Directors.

No change in the composition of the Board of Directors took place subsequent to the closure of the Financial Year.

As required under Regulation 36(3) of the Listing Regulations, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the AGM Notice.

Your Company has obtained a Certificate from Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta and Associates, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations that none of the Directors on the Board of the Company were debarred or disqualified from or continuing as Director on the Board by the Securities and Exchange Board of India, Ministry of Corporate Affairs (MCA) or any other Statutory Authority. The said Certificate forms an integral part of this Annual Report.

Key Managerial Personnel (‘KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2023, the following were the KMPs of the Company:

• Mr. Sushant S Mohan, Chief Executive Officer;

• Mr. Prashant Barua, Chief Financial Officer; and

• Ms. Jyoti Upadhyay, Company Secretary and Compliance Officer

Chairman of the Board

Mrs. Shilpi Asthana, Non-Executive Independent Director, was the Chairperson of the Board as on March 31, 2023.

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation and also through meeting convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met 6 (Six) times during Financial Year 2022-23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

Declaration by Directors/Independent Directors

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.

Independent Directors provide declarations, both at the time of appointment as well as annually, confirming that they meet the criteria of independence as defined in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act along with Rules framed thereunder. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fees.

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 31, 2023. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairperson of the company, after taking into account the views of Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by Nomination and Remuneration Committee (NRC), a formal evaluation of the performance of the Board, its Committees, the Chairperson and the Individual Directors was carried out by the Board during the Financial Year 2022-23. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI. The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard.

The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairperson and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, the Board as a whole, based on various parameters including attendance, contribution etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, 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 details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Policy on Directors Appointment and Remuneration

In compliance with the requirements of Section 134(3)(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee of the Board (NRC), had fixed the criteria for nominating a person on the Board which, inter alia, include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual. Your Company has also adopted a Remuneration Policy.

The said policy provides criteria for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other Employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors of the Company. The policy is also available at the Investor Section on the website of the Company viz. www.dnaindia.com

The applicable remuneration details of the Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure to this Report.

Familiarization Program for Directors

The Companys Board Familiarization Program comprises of the following: -

S Key Amendments in SEBI (LODR) Regulations, 2015;

S Key amendments in CSR Rules;

S Related Party and Related Party Transactions;

S SEBI consultation papers;

S Independent Directors - Duties, Responsibilities and Liabilities; and

S Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices from time to time.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the website of the Company at www. dnaindia.com

Committees of the Board

In compliance with the requirements of the Act, Listing Regulations and for smooth functioning of the Company, your Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

(a) Audit Committee

Your Company has a duly constituted Audit Committee and its composition as well as charter is in line with the requirements of the Act and Listing Regulations.

Composition

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2023, comprised of 4 (Four) members, with Mrs. Shilpi Asthana, Independent Director as its Chairperson, Mr. Manoj Agarwal, Independent Director, Mr. Prakash Vaghela, Independent Director and Mr. Mukesh Jindal, Non-Executive - Non Independent Director as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(b) Nomination and Remuneration Committee

The Company has a duly constituted Nomination and Remuneration Committee (NRC) which, inter alia, identifies and recommends persons who are qualified to become Directors and reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

Composition

In compliance with Section 178 of the Act read with rules made thereto and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2023, comprised of 3 (Three) members, with Mr. Manoj Agarwal, Independent Director as its Chairman, Mrs. Shipli Asthana, Independent Director and Mr. Mukesh Jindal, Non-Executive Non-Independent Director as its Members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee which inter alia looks into various aspects of interests of shareholders including investors grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite actions to redress the same.

Composition

In compliance with Section 178 of the Act read with rules made thereto and Regulation 20 of the Listing Regulations, the Stakeholders Relationship Committee of the Company as on March 31, 2023, comprised of 3 (Three) members, with Mr. Ronak Jatwala, Non-Executive Non-Independent Director as Chairman, Mr. Manoj Agarwal, Independent Director and Mr. Mukesh Jindal, Non-Executive Non-Independent Director as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

Details of constitution of the Board Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.dnaindia. com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

During the year, all the recommendations made by the Committees of the Board including the Audit Committee, which were mandatorily required, were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. Further during the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board.

The Whistle Blower Policy is available at the Investor Section on the website of the Company at viz. www.dnaindia.com

9. CORPORATE SOCIAL RESPONSIBLITY

As per the provisions of the Companies Act, 2013 and rules framed thereunder, the Company has formulated its CSR Policy with the vision to focus inter-alia, on CSR activities, projects and programmes as covered under Schedule VII to the Companies Act, 2013 (the Act).

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 together with progress thereon and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report. Further, the Chief Financial Officer confirms that the CSR spends are utilized for the purpose and in the manner approved by the Board of Directors of the Company.

The CSR Policy can be accessed on the website of the Company viz. www.dnaindia.com

10. AUDITORS

Statutory Auditors: MGB & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101169W/ W100035) were appointed as the Statutory Auditors of the Company at the 17th Annual General Meeting (AGM) of the Company held on September 30, 2022, for a period of 5 (five) consecutive years. Accordingly, they shall hold office till the conclusion of the 22nd Annual General Meeting of the Company to be held in the year 2027.

The report of the Statutory Auditors forms part of the Annual Report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

Secretarial Auditor: In terms of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2023, was carried out by Mr. Jayant Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 9738), proprietor of Jayant Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2022-23 is appended to this Board Report.

In response to the observations in the Secretarial Audit report, your Board wish to state that, the position of Chief Executive Officer / Whole Time Director/ Managing Director was of immense value for the Company and delay was due to finding a suitable and appropriate candidate for such position. The said position was filled on November 9, 2022.

Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

Internal Auditor: To commensurate the internal financial control with its size, scale and complexities of its operations, the Board based on the recommendation of the Audit Committee had appointed M/s Subhash C. Gupta & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2022-23.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems.

The Board at its meeting held on May 26, 2023, basis the recommendation of the Audit Committee had appointed M/s G B S G & Associates, Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2023-24.

Reporting of Frauds by Auditors

During the year under review, there were no frauds reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year, is presented in a separate section and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business and other material developments during the Financial Year under review.

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

Your Company is into the business of distribution of news through Digital media. Since this does not involve any manufacturing activity and therefore the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is Nil / Not applicable.

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of Rs. 3.31 Lakhs and outgo of Rs. 83.38 Lakhs.

Particulars of Employees

As on March 31, 2023, the total numbers of permanent employees of the Company were 63. The information required under the provisions of Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with the statement showing names and other particulars of top 10 employees including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

13. DISCLOSURES

i. Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 33 to the Financial Statements.

ii. Transactions with Related Parties: All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with applicable provisions of the Act and Listing Regulations. During Financial Year 2022-23, there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis.

In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with related parties in Form AOC-2 is appended as an Annexure to this Report.

iii. Risk Management: In accordance with Section 134(3)(n) of the Act, your Company has defined operational processes to ensure that risks are identified, and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team and reviewed periodically by the Audit Committee.

iv. Internal Financial Controls and their Adequacy:

Your Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal audit plan is dynamic and aligned to the business objectives of the Company and is evaluated by the Audit Committee periodically.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

v. Deposits & Unclaimed Shares: Your Company has not accepted any public deposit under Chapter V of the Act.

vi. Transfer to General Reserve: During the year under review, there was no amount transferred to any of the reserves by the Company.

vii. Disclosure under Section 197(14) of the Act:

During the Financial Year 2022-23, the Company do not have any Executive Director on the Board of the Company.

viii. Sexual Harassment: Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on 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 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee functioning at various locations to redress complaints regarding sexual harassment. The Company has not received complaints during the year under review.

ix. Secretarial Standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.

x. Extract of Annual Return: The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www.dnainida.com

xi. Regulatory Orders: During the Financial Year 202223, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or reenactments) thereof for the time being in force), in relation to the Annual Financial Statements for the Financial Year 2022-2023, the Directors of the Company state that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, 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 of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

15. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No such application is made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the Financial Year.

16. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF

There has been neither any delay / default in repayment obligation towards financial institutions nor the Company has entered into any One-time settlement with any financial institution, during the year under review

17. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations and actual results might differ.

18. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from Government authorities, customers, vendors and members during the year under review. Your Directors place on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board

Mr. Ronak Jatwala	Mr. Mukesh Jindal
Non-Executive	Non-Executive
Non-Independent Director	Non-Independent Director
(DIN: 08812389)	(DIN: 02589636)
Place: Noida
Date: August 14, 2023