Donear Inds. Director Discussions


Dear Members,

Your Directors present the 37th (Thirty Seventh) Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2023.

Financial Performance

The financial performance of the Company is as follows:

(Rs in Lakhs)

Particulars Financial Year
2022-23 2021-22
Revenue from Operations 82,566.40 56,945.80
Other Income 1,015.83 1,224.67
Total Revenue 83,582.21 58,170.47
Profit before Depreciation and Amortisation expense, Finance Costs and Tax expense 8,565.29 5,961.60
Less: Depreciation and Amortisation expense 926.12 922.57
EBIT 7,639.18 5,039.07
Less: Finance Costs 2,782.28 2,003.53
Profit before Tax 4,856.90 3,035.54
Less: Tax expense 1,232.90 758.38
Profit after Tax 3,624.00 2,277.16
Other Comprehensive Income (2.68) (82.44)
Total Comprehensive Income 3,621.32 2,194.72
Earnings Per Equity Share of Face Value of Rs 2/- each
Basic and Diluted (in Rs) 6.97 4.38

Review of Financial Performance

The total revenue from operations for Financial Year 2022-23 was Rs 83,582.21 Lakhs as compared to Rs 58,170.47 Lakhs in previous Financial Year. During the Financial Year the Company earned a profit of Rs 4,856.90 Lakhs as against Profit of Rs 3,035.54 Lakhs in the Previous Year.

The Net Profit for the Financial Year was Rs 3,624.00 Lakhs as against Loss of Rs 2,277.16 Lakhs reported in the Previous Year.

The segment revenue from operations for Financial Year 2022-23 (a) Textile: Rs 81,843.88 Lakhs (Previous Year: Rs 56,272.28 Lakhs), (b) Rental Business Rs 722.52 Lakhs (Previous Year: Rs 673.52 Lakhs). The segment Profit before Tax for Financial Year 2022-23 (a) Textile: Rs 9,255.64 Lakhs (Previous Year: Rs 5,616.11 Lakhs), (b) Rental Business Rs 574.79 Lakhs (Previous Year: Rs 532.05 Lakhs).

There have been no material changes and commitments affecting the financial position of the Company which have occurred between end of the financial year and the date of this report. There has been no change in the nature of business of the Company.

Management Discussion and Analysis

1. Economic Overview:

World Economy: Global economic activity is experiencing a broad based and sharper-than-expected slowdown, with inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions in most regions, Russias invasion of Ukraine, and the lingering COVID-19 pandemic all weigh heavily on the outlook. In addition, base effects from the rise in energy prices following the invasion are now coming off, putting further downward pressure on inflation for the rest of this year. Prices of other commodities as well as global food prices have also eased. However, domestic inflationary pressures remain relatively elevated in a number of economies, in particular those with tighter labour markets, although even there inflation probably already passed its peak around the second half of last year with headline inflation expected to continue falling this year, and potentially reaching central banks targets by 2024.

Indian Economy: The Indian Economy continues to show resilience amid Global Uncertainties. Despite significant challenges in the global environment, India was one of the fastest growing economies in the world. The Indian economy is expected to grow at a healthy pace in the coming year, supported by a number of factors like supply-side reforms and regulatory simplification, which will make it easier for businesses to operate and invest. Government initiatives, including the PM Gati Shakti - National Master Plan, the National Monetisation Plan (NMP) and the Production-Linked Incentive (PLI), are expected to foster economic growth, going forward.

Strong domestic demand, rising employment indicators, reducing inflationary pressures, and a high corporate sector debt profile augur well for the domestic economys growth in the years ahead. Overall, the outlook for the Indian economy is positive. The governments reforms and initiatives are expected to boost economic growth and create jobs. Inflation is expected to fall, and the GST collection is expected to remain strong.

2. Indian Textile Market Overview & Development:

The textile sector is one of the largest employers in the nation, employing an estimated 45 million people directly, including a significant percentage of women and rural residents. The value chain of the textile industry is complex and extends from fibre through ready-to-wear clothing. With a sizeable raw material base and manufacturing strength across its value chain, it is also one of the largest in the world. Looking at the potential of the industry, the Indian government has launched various programmes to support domestic textile producers. Under the broad objectives of several government policy programmes, including ‘Skill India and ‘Make in India, the government is encouraging investment in this area, which will generate more employment, enterprises, and chances for skill development.

The Ministry of Textiles has set an even more ambitious target of $100 billion in exports over the next five years. India must address cost disadvantages, negotiate free trade agreements, and invest in critical areas to achieve these goals. Nearly 70% of the industrys output is based on cotton, as opposed to the global average, where goods made of man-made fibers have a more significant share. Due to the technical textiles low cost, long lifespan, and versatility, India is another important market for the sectors growth. The healthcare and infrastructure sectors primarily drive the technical textile business.

3. Opportunities, Risk & Concern:

Textile manufacturing in India has been steadily recovering amid the pandemic. The government has announced various schemes to boost the economy and help small-scale businesses grow. The government has allowed 100% FDI by automatic route in the textile sector and it is supposed to attract USD 140 billion foreign investments in coming years. Government is encouraging to setup SITP (Scheme for Integrated Textile Parks) and TUFS (Technology Upgradation Fund Scheme). The textile industry is prepared for the new normal. As a citizen of India, we should contribute in money circulation and help the textile market rise. The textile industry should also be prepared for any such situation which can arise in the future. India is blessed with a hardworking and exceptional workforce and soon the Textile Industry will be witnessing its golden days.

Moreover, 100% Foreign Direct Investment is allowed in the textile sector under the automatic route which can also support to take the measures for increasing production, spending in cost effective technologies, etc.

Though India has the best textile industry, it also face numerous challenges like changing tax structure at the state and central government levels making garments expensive, rising interest rates and labour wages and workers salaries.

The Indian textile industry has its own limitations such as access to the latest technology and failures to meet global standards in the highly competitive export market. There is fierce competition from countries in the low-price garment market. In the global market tariff and non-tariff barriers coupled with the quota are posing a major challenge to the Indian textile Industry. The environmental and social issues like child labour and personal safety norms are also some of the challenges for the textile industry in India.

4. Future Outlook of Textile Industry:

Strong domestic demand, rising employment indicators, reducing inflationary pressures, and a high corporate sector debt profile augur well for the domestic economys growth in the years ahead. As the current account deficit is expected to decrease from the beginning of the year, it would provide a larger safety buffer for capital expenditures, the macroeconomic stability is predicted to further improve in FY23 providing the government more flexibility in managing unforeseen risks and more financial resources to cover unforeseen costs. The trends suggest that Indias economy is on an upward trajectory, and the country is well-positioned to continue its growth despite global turbulence.

For the textiles and apparel sector, the Budget proposes allocation of Rs 900 crore for Amended Technology Upgradation Fund Scheme (ATUFS) for Financial Year 2023-2024 as against Rs 650 crore for Financial Year 2022-2023.

5. Human Resources / Industrial Relations front:

The Companys HR showed a strategic and coherent approach in managing the talent and put an endeavor in employing people and developing their capacities, utilizing and maintaining their services. Our Company continuously carries out the necessary improvements to attract and retain the best talent which results in low attrition rates.

The Companys policy of providing on the job training has been instrumental in developing a good work force for the Company. Moreover, the Company has an induction process wherein employees are made familiar with the organization structure, their reporting authority, various units/ plants location, major achievements and other related facts in order to make them congenial while working in the Company.

6. Risk Management and Internal control systems:

The Company has in place a Risk Management framework through its Policy, the main objective of which is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving the risks which are material in nature and are associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on material risk related issues. The policy is available on the website of the Company at www.donear.com/investor.

Further, the Companys activities are expose to credit risk, liquidity risk, market risk, price risk and Interest Rate Risk. The sources of such risk and how Company manages such risk and the impact thereof are provided in the relevant note forming part of the Financial Statements, which forms part of this Annual Report.

Internal Audit plays a key role in providing an assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Internal Financial Control systems provide, among other things, reasonable assurance of recording the transactions of its operations in all material respects and of providing protection against significant misuse or loss of Companys assets. The Company has adequate internal control system which commensurate with its size, scale and complexities of its operations.

7. Key Financial Ratios:

As per provisions of SEBI Listing Regulations, 2015, changes in financial ratios in the Financial Year 2022-23, as compared to the immediately previous Financial Year along with detailed explanation thereof are provided in Note 45 to Standalone Financial Statements and the same forms part of the Annual Report.

8. Forward looking statement:

Statements in the Management Discussion & Analysis report describing the Companys objectives, estimates or projections may be forward looking statements within the meaning of applicable securities law and regulations. Actual results may materially differ from those expressed or implied. Important factors that can make a difference to the Companys operations include change in the main clients purchase procedures, changes in Government regulations, tax regimes, economic outlook and other incidental factors.

Dividend

The Board at its meeting held on May 20, 2023, has recommended a dividend of Rs 0.20 (10%) per Equity Share of Rs 2.00 each for the Financial Year ended March 31,2023, subject to the approval of the Members of the Company at the ensuing Annual General Meeting (AGM).

The Dividend, if approved by the Members would entail a gross outflow of Rs 104 Lakhs for the Financial Year 2022-23 and it will be taxable in the hands of shareholders.

The provisions under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") regarding formulating Dividend Distribution Policy are not applicable to the Company. Hence, the Company declares the dividend by maintaining a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members.

Transfer to General Reserves

The Board has decided not to transfer any amount to the General Reserve for the year under review.

Subsidiary / Associate / Joint Venture Companies

The Company does not have any Subsidiary, Associate or Joint Venture. Accordingly, the provisions relating to consolidation of financials does not apply on the Company.

Issue of Equity Shares

During the year under review, the Company has not issued any equity shares and there is no change in issued and paid-up capital of the Company. The Company has also not issued any shares with differential voting rights.

Credit Rating

The Company has obtained ratings from India Ratings and Research Private Limited. During the year under review, India Ratings and Research Private Limited has revised the Outlook on Donear Industries Limited to Positive from Negative while affirming the Long-Term Issuer Rating at ‘IND BBB-.

For more details, please refer the Corporate Governance Report, which forms part of this Annual Report.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), your Directors, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31,2023, the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

c) they have taken proper and sufficient care towards 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 irregularities;

d) the annual accounts are prepared on a going concern basis;

e) they have laid down Internal Financial Controls, which are adequate and are operating effectively;

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

Directors and Key Managerial Personnel Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act, Mr. Ajay Agarwal, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking Members approval for his re-appointment forms part of the Notice. This re-appointment as a Director shall not constitute a break in his appointment as a Whole Time Director of the Company.

Additional information on re-appointment of directors as required under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings ("SS-2") is given in the Notice convening the forthcoming AGM.

Appointment(s)

During the year under review, the Board, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Kishorsinh Parmar (DIN: 09692520) as an Additional - Executive Professional Director of the Company for a term of 3 (Three) consecutive years commencing from August 10, 2022 to August 9, 2025. Accordingly, Members of the Company at Thirty Sixth Annual General Meeting dated September 21,2022 of the Company has appointed him as an Executive Professional Director upto August 9, 2025.

Resignation(s)

During the year, Mr. Anupkumar Singh (DIN;07343361), has tendered his resignation as an Executive Director of the Company due to his personal reason and the same has been accepted and noted by the Board of Directors of the Company with effect from the close of business hours of July 11, 2022. Mr. Anupkumar Singh has also confirmed that there are no material reasons for his resignation other than personal reasons.

After the Financial Year 2022-23, Mr. Deepak Bhageria (DIN; 00540430), has tendered his resignation as Non-Executive Independent Director of the Company due to his pre-occupations and other personal commitments and the same has been accepted and noted by the Board of Directors of the Company with effect from the close of business hours of August 14, 2023.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

• Mr. Rajendra Agarwal, Managing Director;

• Mr. Ajay Agarwal, Whole-Time Director;

• Mr. Ashok Agarwal, CFO; and

• Mr. Sachin Gupta, Company Secretary & Compliance Officer (with effect from April 20, 2022)

Independent Director(s)

Mrs. Medha Pattanayak, Mr. Govind Shrikhande and Mr. Deepak Bhageria*, Independent Directors, hold office for their respective term. They are not liable to retire by rotation in terms of Section 149(13) of the Act.

The Company has received declarations from all the Independent Directors of the Company confirming that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management and also possess the requisite integrity, experience, expertise, proficiency and qualifications. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors of the Company have undertaken requisite steps towards the renewal of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualifications of Directors) Rules, 2014.

During the year under review, the Board has also identified the list of core skills, expertise and competencies of the Board of Directors as are required in the context of the business and sector applicable to the Company and mapped with each of the Directors on the Board. The same is disclosed in the Report of Corporate Governance forming part of the Annual Report.

*Mr. Deepak Bhageria, Independent Director resigned from the Company with effect from August 14, 2023.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of performance of its own, the Committees thereof and the Directors.

The Nomination and Remuneration Committee, in order to facilitate the performance evaluation process, laid down the evaluation criteria for the performance of Executive / Non-Executive / Independent Directors, Chairman of the Board, Committees and the Board as a whole and approved specific evaluation forms.

These forms were circulated to each of the Director, as applicable, and Directors were requested to provide their valuable feedbacks and suggestions on the overall functioning of the Board and its Committees. Accordingly, Directors submitted their feedbacks on various parameters such as composition, manner of circulating agenda for meetings, participations, frequency of meetings, timeliness and accuracy of information, infrastructure for effective deliberations, flow of information between Board and Management, contribution towards corporate performance, internal control, management information system, etc.

The performance of individual directors was evaluated on the basis of parameters such as engagement, leadership, analysis, knowledge and skills, quality of decision making, interactions, ethics and integrity, willingness to devote time and efforts, corporate governance, relationships with stakeholders, relationships with Management, contribution, attendance, independent judgment, etc.

The Independent Directors at their separate meeting held on February 7, 2023, reviewed the performance evaluation of Non-Independent Directors, the Board as a whole, the Chairperson of the Board after taking into account the views of Executive Directors and Non-Executive Directors of the Company and also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board.

Policy on Directors Remuneration

The Companys remuneration policy for Directors, Key Managerial Personnel, Senior Management Personnel and other employees as recommended by the Nomination and Remuneration Committee and approved by Board from time to time has been disclosed in the Corporate Governance Report, which forms part of this Annual Report and also available at the Companys website at www.donear.com/investor.

Number of Meetings of the Board

During the year under review, 5 (Five) meetings of the Board of Directors of the Company were held. The details of such Board meetings and attendance of Directors therein, are given in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board

The Board of Directors has constituted following Committees, viz:.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of such Committees including their composition, number of meetings held and attended and terms of reference as required under provisions of the Act and Listing Regulations are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

There were no instances where the Board had not accepted any of the recommendations of the Audit Committee.

Auditors and Auditors Report

Statutory Auditors

The Members of the Company on Thirty Fourth Annual General Meeting of the Company held on September 25, 2020, approved the re-appointment of M/s. Kanu Doshi Associates LLP, Chartered Accountants (Firm Registration No. 104746W/W100096), as Statutory Auditors of the Company for the second term to hold office from the conclusion of the Thirty Fourth Annual General Meeting till the conclusion of Thirty Ninth AGM to be held in the year 2025.

The Audit Report on the Financial Statements of the Company for Financial Year ended March 31, 2023 is made part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

A total fee of Rs 7.41 Lakhs for statutory audit (including out of pocket expenses) and Rs 0.60 Lakh for other services was paid to M/s. Kanu Doshi Associates LLP, Statutory Auditor of the Company.

Secretarial Auditors

M/s. Yogesh Sharma & Co., Practicing Company Secretaries (Membership No. F11305 / Certificate of Practice No. 12366) were appointed as Secretarial Auditor to conduct the secretarial audit of the Company, as required under Section 204 of Act, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations.

The Secretarial Audit Report for the Financial Year 2022-23 is given as Annexure A, which forms part of this Report. Their Audit Report confirms that the Company has complied with applicable provisions of the Act and the Rules made thereunder, Listing Regulations, other SEBI Regulations and laws applicable to the Company.

Cost Auditors

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Textile Division every year.

The Board of Directors, on the recommendation of the Audit Committee has re-appointed M/s. Y. R. Doshi & Co., (Firm Registration No. 000003), Cost Accountants, Mumbai, as Cost Auditors for undertaking Cost Audit for the Financial Year ending March 31, 2023. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. A resolution seeking members approval for ratification of remuneration payable to Cost Auditor forms part of the Notice convening Annual General Meeting.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial 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 Act.

Significant and Material Orders

There were no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

Corporate Social Responsibility (CSR)

The composition and terms of reference of the Corporate Social Responsibility ("CSR") Committee is provided in the Corporate Governance Report, which forms part of this Annual Report.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this Report in the format prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014.

Deposits from Public

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2023.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the Listing Regulations, the Companys Corporate Governance Report for the year under review, forms part of this Annual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and other applicable provisions of Listing Regulations, is annexed to Corporate Governance Report and forms part of this Report.

Particulars of Employees

The information pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C, which forms part of this Report.

Secretarial Standards

During the year under review, the Company has complied with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (‘ICSI) in terms of Section 118(10) of the Act.

Disclosure Requirements

Details of familiarization programs for Independent Directors are available on the website of the Company at www.donear.com/investor.

Policy for determining Materiality of Events of the Company is available on the website of the Company at www.donear.com/investor.

Policy for archival of documents of the Company is available on the website of the Company at www.donear.com/investor.

The code of conduct for Directors and senior management of the Company is available on the website of the Company at www.donear.com/investor. There has been no change in the nature of business of the Company.

Vigil Mechanism / Whistle Blower Policy

The essence of Companys philosophy is based on fairness, transparency, accountability and responsibility aligned with best management practices and ethical values.

Accordingly, Company has put in place Vigil Mechanism / Whistle Blower Policy for its Stakeholders to report genuine concerns that could have serious impact on the operations and performance of business of the Company.

This Policy also aims to provide adequate safeguards against victimization of directors, employees and other stakeholders who use this policy / mechanism and contains the provision of direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

This policy is available on the website of the Company at www.donear.com/investor.

Disclosure under the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) Act, 2013

I n compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act"), the Company has constituted Sexual Harassment Internal Complaints Committee, chaired by Head of Human Resource Department who introduced such Committee to female staff and imparted awareness on sexual harassment of women at workplace.

All Women employees whether contractual, permanent or temporary, were made aware of appropriate ways and methods of approaching and responding to sexual harassment concerns and incidents. Further, they were made aware of the present law protecting them against any sexual abuse and motivated them to share anything which they see absurd in relation to their safety.

During the year under review, there were no cases were reported to the Board under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure on One Time Settlement

During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

Particulars of Loans, Guarantees and Investments

During the year under review, the Company has made some investment. Further, the Company has not given any loans or corporate guarantee or provided any security during the year.

The details of loans, guarantees, investments and security, as required under the provisions of Section 186 of the Companies Act, 2013 are provided in the relevant note forming part of the Financial Statements, which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

I n accordance with Section 134(3)(h) of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of the contracts or arrangements with related parties referred to in Section 188(1) of the Act, in Form AOC-2, is attached as Annexure D to this Boards Report. All contracts and arrangements with related parties were at arms length and in the ordinary course of business of the Company.

The contracts/ arrangements /transactions with the related parties are necessary in the ordinary course and have a significant role in the Companys operations.

Moreover, the Company has formulated a Policy on Related Party Transactions and also amended during the year to keep it in line with the Act and Listing Regulations and is available on the website of the Company at www.donear.com/investor.

Disclosure of transactions with related parties as required under Listing Regulations and the applicable Accounting Standards is given in the relevant note forming part of the Financial Statements.

Particulars Regarding Conservation of Energy, Technology absorption and Foreign Exchange Earnings and outgo

The particulars as required under Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, are given in Annexure E, which forms part of this Report.

Investors Education and Protection Fund ("IEPF")

The disclosure regarding amount of unclaimed/unpaid dividend and corresponding shares transferred to the IEPF and other related details are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

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, a copy of the Annual Return of the Company for the Financial Year ended March 31,2023 is uploaded on the website of the Company and can be accessed at www.donear.com/investor.

Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth was made possible by their hard work, solidarity, cooperation, and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors
Rajendra Agarwal Ajay Agarwal
Place: Mumbai, Managing Director Whole-Time Director
Date: August 14, 2023 DIN:00227233 DIN: 00227279