Donear Industries Ltd Directors Report.

Dear Members,

Your Directors present the Thirty-Fourth (34th) Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2020.

Financial Performance

The financial performance of the Company is as follows:

 

(Rs. in Lakhs)

Particulars Financial Year
2019-20 2018-19
Revenue from Operations 54,793.92 59,432.16
Other Income 463.47 270.86
Total Revenue 55,257.39 59,703.02
Profit before Depreciation and Amortisation expense, Finance Costs and Tax expense 5,183.88 5,942.07
Less: Depreciation and Amortisation expense 915.62 955.99
Less: Finance Costs 2,422.20 2,734.24
Profit before Tax 1,846.06 2,251.84
Less: Tax expense 650.99 833.43
Profit after Tax 1,195.07 1,418.41
Other Comprehensive Income 5.94 (3.27)
Total Comprehensive Income 1,201.01 1,415.14
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic and Diluted (in Rs.) 2.30 2.73

Review of Financial Performance

The Total Revenue for Financial Year 2019-20 was Rs. 55,257.39 Lakhs as compared to Rs. 59,703.02 Lakhs in previous Financial Year. The Profit before Tax stood at Rs.1,846.06 Lakhs as against Rs. 2,251.84 Lakhs in the Previous Year. The Net Profit for the year stood at Rs. 1,195.07 Lakhs against Rs. 1,418.41 Lakhs reported in the Previous Year.

The segment revenue from operations for Financial Year 2019-20 (a) Textile: Rs. 54,021.25 Lakhs (Previous Year: Rs. 58,592.98 Lakhs), (b) Rental Business Rs. 772.67 Lakhs (Previous Year: Rs. 839.18 Lakhs). The segment Profit before Tax for Financial Year 2019-20 (a) Textile: Rs. 4,802.78 Lakhs (Previous Year: Rs. 5,720.00 Lakhs), (b) Rental Business Rs. 607.51 Lakhs (Previous Year: Rs. 619.06 Lakhs).

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report other than the impact of COVID-19 on the business operations of the Company detailed in this Report.

Impact of COVID-19

In the last month of FY 2019-20, the COVID-19 pandemic evolved rapidly into a global crisis, forcing governments to enforce lock-downs on all activity. Due to country-wide lockdown, the Companys operations were hit, significantly since 1s* day of lockdown till the 2nd week of May 2020, when lockdown was gradually lifted.

The extent of COVID-19 and consequent lockdown directly impacted the length of the recovery cycle. However, the Company have been taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation. The Company began to take several initiative to bring down costs and improve liquidity position and conserve cash. These initiatives are well under way and the Company is expected to get benefits in near future and will ensure that the manufacturing facilities operate smoothly.

The Company in the midst of the COVID-19 has launched a modern type of fabric known as NEO-TECH Fabrics which kills virus that accumulates on the cloth within 30 minutes. This has created a sensation in the textile market and most of the garment manufacturers are approaching the Company for procurement of Fabrics for their garment.

Management Discussion and Analysis

1. Industry structure and developments:

The textile and apparel industry is one of the earliest industries to have developed in India. Its inherent and unique strength is its incomparable employment potential owing to the presence of the entire value chain from fiber to apparel manufacturing within the country. It is the biggest employer after agriculture and provides employment to over 45 million people directly and 60 million people indirectly.

India is the second-largest manufacturer of textiles and clothing in the world. India is also the second-largest exporter of textiles and apparel with a share of 5% of global trade. Exports of textile and clothing products, including handicrafts, from India have slightly increased to US$ 40.4 billion during the year 2018-19, registering a growth of 3%. However, Indias global share is way behind that of China, which has approximately 38% of the global textile and clothing trade. The share of textile and clothing in Indias total exports stood at 12% in FY-19. With 48% total textile and apparel export, EU-28 and the United States are Indias major textile and apparel export destinations.

The major development that textile industry would witness is the demand of hygienic product where more focus should be given to produce and supply anti-bacterial and anti-viral fabrics.

2. Opportunities:

The central government has embraced ‘Atmanirbhar or ‘self-reliance as a development strategy to reboot the Indian economy. While pursuing such a policy will, no doubt, boost the countrys manufacturing and exports, the government should not lose sight of sectors which are already self-reliant and can, with a little help, play a larger role in the global market. If there is one sector in the country that is self-reliant end-to-end, it is textile sector. Your Company being in this sector welcome the opportunity to grow by capacity building, restraining imports as much as possible,utilizing technical manpower availability, wide fiber base and utilizing government policies for modernization and also for raw material cost controls.

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.

3. Challenges:

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, labor wages and workers salaries, etc.

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:

The coronavirus disease (CoVID-19) is affecting every sphere of life including manufacturing activities, businesses, etc., across the globe and India is also not spared from the panic situation. The textile industry predominantly employs migrant workers from different States which has returned to their native places which result it in mass stoppage in production. Further, with the expected steep reduction in demand due to sudden stoppage of exports/imports and also domestic sales, the industry is likely to face unprecedented hardships and losses. However post coronavirus, the future of the textile industry in India has a positive outlook and is mirrored by increasingly strong consumption rates in the domestic market as well as the growing demand for exports. Moreover, the industry has earned a unique place in the economy due to its strong future outlook, numerous employment opportunities it has generated and the strong export numbers it has generated.

5. Human Resources / Industrial Relations front:

Your 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 the link: http:// www.donear.com/donear2006/downloads/RiskManagementPolicy.pdf.

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.

Dividend

The Board at its meeting held on June 30, 2020, has recommended a dividend of Rs. 0.20 (10 %) per Equity Share of Rs. 2.00 each for the financial year ended March 31,2020, subject to the approval of the Members of the Company at the ensuing Annual General Meeting ("AGM").

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.

Credit Rating

Your Company has obtained ratings from India Ratings and Research Private Limited ("Ind-Ra"). During the year under review, Ind-Ra have reaffirmed their ratings to the Companys Fund-based / Non-fund-based working capital facilities and Term Loan.

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

Issue of Equity Shares

During the year under review, the Company hasent 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.

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 31,2020, 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

In accordance with the provisions of Section 152 of the Act, Mr. Rajendra 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 Managing Director of the Company.

During the year, Mr. Santkumar Agarwal (DIN:00153607), an Independent Director of the Company has resigned from the Board of the Company and consequently from the various Committees of the Board in which he was a Chairman / Member with effect from November 11,2019 owing solely due to personal reasons. It has also been confirmed that there was no other material reasons for his resignation. The Board places on record its sincere appreciation for the contribution made by him during his tenure as an Independent Director and Chairman/Member on various Committees of the Board.

The Board, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Govind Shridhar Shrikhande (DIN: 00029419) as an Additional Director (Non-executive and Independent Director) in its meeting held on November 11, 2019 and who holds office upto the date of the ensuing Annual General Meeting in terms of Section 161(1) of the Act and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director of the Company. Accordingly, a resolution seeking Members approval for his appointment as an Independent Director of the Company for a period of 5 (Five) years, forms part of the Notice.

Mrs. Medha Pattanayak (DIN: 07157952) was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years from the conclusion of 29*h Annual General Meeting held on September 26, 2015 up to the conclusion of 34th Annual General Meeting. Accordingly, the first tenure of Mrs. Medha Pattanayak as Independent Director would come to an end on September 25, 2020.

The Board, based on the recommendation of the Nomination and Remuneration Committee and performance evaluation carried out by the Board, have re-appointed Mrs. Medha Pattanayak as Independent Director of the Company for the second term of five consecutive years with effect from September 26, 2020 and recommended the same to the Members at ensuing Annual General Meeting of the Company. Accordingly, a resolution seeking Members approval for her re-appointment as an Independent Director of the Company for second term of 5 (Five) years, forms part of the Notice.

Additional information on appointment/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.

Mr. Santanu Mukherjee, Mrs. Medha Pattanayak and Mr. Govind Shrikhande, 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 inclusion 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.

Further, Mr. Shreedhar Hirimbi has resigned from the post of Company Secretary and Compliance officer with effect from May 01, 2019 due to his personal reasons. The Board places on record its sincere appreciation for the contribution made by him during his tenure. Consequent to such resignation and based upon the recommendation of Nomination and Remuneration Committee, Ms. Poonam Barsaiyan was appointed as Company Secretary and Compliance officer of the Company with effect from May 30, 2019.

During the same year, Ms. Poonam Barsaiyan also resigned as Company Secretary and Compliance Officer of the Company with effect from October 18, 2019 due to her personal reasons. Consequent to such resignation and based upon the recommendation of Nomination and Remuneration Committee, Ms. Sakshi Bajaj was appointed as Company Secretary and Compliance officer of the Company with effect from January 24, 2020.

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.

Number of Meetings of the Board

During the year under review, six 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.

Subsidiary / Associate / Joint Venture Companies

The Company doesnt have any Subsidiary, Associate or Joint Venture. Accordingly, the provisions relating to consolidation of financials doesnt apply on the Company.

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 at the 31st Annual General Meeting ("AGM") held on September 23, 2017 approved the appointment of M/s. Kanu Doshi Associates LLP, Chartered Accountants (Firm Registration No. 104746W/W100096), as Statutory Auditors of the Company to hold office from the conclusion of the said AGM till the conclusion of 34*h AGM. Accordingly, their present term gets completed on conclusion of ensuing AGM.

The Board, based upon the recommendation of the Audit Committee and performance evaluation carried out by the Committee, re-appoints M/s. Kanu Doshi Associates LLP, Chartered Accountants as Statutory Auditors of the Company for a period of fve years from the conclusion of ensuing AGM till the conclusion of the 39*h AGM subject to approval of Members at the ensuing AGM of the Company.

Accordingly, a resolution seeking Members approval for re-appointment of Statutory Auditors of the Company for second term of 5 (Five) years, forms part of the Notice.

The Company has received consent letter signifying their willingness to be re-appointed as Statutory Auditors and a certifcate from them that their re-appointment if approved by members, would be as per the criteria and limit as specifed under the Act.

The Audit Report on the Financial Statements of the Company for financial year ended March 31,2020 is made part of this Annual Report. The Report does not contain any qualifcation, reservation, adverse remark or disclaimer.

Secretarial Auditors

M/s. Yogesh Sharma & Co., Practicing Company Secretaries (Membership No. 33235 / Certifcate 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 fnancial year 2019-20 is given as Annexure A, which forms part of this Report.

Their Audit Report confrms 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 except the identifcation of short spending of required CSR amount.

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 Cost Audit Report for the year ended March 31,2019 was fled with the Central Government within the prescribed time.

The Board of Directors, on the recommendation of the Audit Committee has re-appointed M/s. Y. R. Doshi & Co., (Firm Registration No. 000003, Membership No. 3286), Cost Accountants, Mumbai, as Cost Auditors for undertaking Cost Audit for the fnancial year ending March 31, 2021. The Company has received their written consent and confrmation 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 ratifcation 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 Offcers or Employees, to the Audit Committee under Section 143(12) of the Act.

Significant and Material Orders

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

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 specifc 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 08, 2020, reviewed the performance of Non-Independent Directors, the Board as a whole, the Chairperson of the Board after taking into account the views of executive directors 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 http://www.donear.com/donear2006/downloads/ Nomination&RemuneratonPolicy.pdf 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.

The company is endeavored to ensure full utilization of the allocated CSR Budget. The amount which remained unspent due to unavoidable circumstances, added to the CSR Budget for the Finance year 2020-21. However during the year 2017-18, the Company had spent Rs.128.70 Lakhs under CSR as against the requirement of Rs. 16.16 Lakhs majorly to a foundation which promotes educational supports to schools colleges, university to help the deserving and needy, also provides medical relief, create awareness among poor and needy people including destitute and orphan children.

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, 2020.

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 that 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.

There were no employees drawing monthly or yearly remuneration in excess of the limit specified in Rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial Personnal) Rules, 2014 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

Policy for determining Materiality of Events of the Company is available on the website of the Company at the link: http://www.donear.com/donear2006/ downloads/PolicyonCriteriafordeterminingMaterialityofEvents.pdf

Policy for archival of documents of the Company is available on the website of the Company at the link: http://www.donear.com/donear2006/ downloads/PolicyonPreservationofDocumentsandArchivalofDocuments.pdf

The code of conduct for Directors and senior management of the Company is available on the website of the Company at the link:http://www.donear.

com/donear2006/downloads/codeofconduct.pdf

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 the link: http://www.donear.com/donear2006/downloads/WhistleBlowerPolicy.pdf. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 In 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 reported to the Board under the POSH Act.

Particulars of Loans, Guarantees and Investments

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

For more details, please refer relevant note forming part of the Financial Statements, which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

During the year under review, all transactions entered into by the Company with related parties were repetitive in nature, in ordinary course of business, on arms length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee and/or Board, as applicable for its review and approval and out of those, the Related Party Transactions which are material or likely to be material are placed before shareholders, for their approval. The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Act are provided in the prescribed Form AOC-2 which is annexed as Annexure D, which forms part of this Report.

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 the link: http://www.donear.com/donear2006/downloads/ RelatedPartyTransactionsPolicy.pdf

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")

(a) Transfer of unclaimed dividend

Members are hereby informed that pursuant to the provisions of Section 124(6) of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), the Company is required to transfer the dividend which remains unpaid or unclaimed for a period of seven consecutive years or more, in the account of the Investor Education and Protection Fund ("the IePf"). Accordingly, a Final Dividend of Rs. 20,996 for FY 2011-12, which remained unpaid or unclaimed was supposed to be transferred to the IEPF Authority by November 22, 2019 but due to technical interruption on MCA Site, the payment was reverted back and after several communications with MCA, the Company finally transferred the said amount to the Investor Education and Protection Fund on May 14, 2020.

Members are requested to note the following due date(s) for claiming the unpaid or unclaimed dividend declared by the Company for FY 2012-13 and thereafter -

Dividend for the year Date of Declaration Due date for transfer to the IEPF
2012-2013 September 28, 2013 October 28, 2020
2013-2014 September 24, 2014 October 30, 2021
2014-2015 September 26, 2015 November 01, 2022
2015-2016 September 24, 2016 October 30, 2023
2016-2017 September 23, 2017 October 29, 2024
2017-2018 September 29, 2018 November 04, 2025
2018-2019 September 23, 2019 October 29, 2026

Members who have not encashed the dividend warrants so far in respect of the aforesaid period(s) are requested to make their claim to Link Intime India Private Limited, Registrar and Transfer Agent, well in advance of the above due dates. It may be noted that unclaimed dividend for FY 2012-13 declared on September 28, 2013 can be claimed by the Members by October 17, 2020.

(a) Transfer of shares to IEPF

Pursuant to the provisions of the Act read with Rules, all the shares on which dividends remain unpaid or unclaimed for a period of seven consecutive years or more shall be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred 1,047 Equity Shares of face value of Rs. 2/- each to the demat account of the IEPF Authority. Due to technical interruption on mCa Site and consequent delay in transfer of unpaid or unclaimed dividend amount to IEPF as stated above and further due to hurdles caused by COVID-19 pandemic since mid of March, the transfer of shares was also delayed and then finally made and completed on July 09, 2020. The Company had sent individual notice to all the Members whose shares were due to be transferred to the IEPF Authority and had also published newspaper advertisement in this regard. The details of such dividends/shares transferred to IEPF are uploaded on the website of the Company at link: http:// www.donear.com/donear2006/downloads/Unclaimed/shareholderswhosesharesareliabletotransfertoIEPFFY2011-12.pdf.

(b) Claim from IEPF Authority

Members/Claimants whose shares, unpaid/ unclaimed dividends and other benefits arising on those shares have been transferred to the IEPF Authority, can claim the same by making an application to the IEPF Authority in e-Form IEPF-5 (available at www.iepf.gov.in) and by sending duly signed physical copy of the same to the Company along with requisite documents as prescribed in the instruction kit of e-Form IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred.

(c) The Company paid to IEPF on October 10, 2019, an amount of Rs. 1,929.20 towards dividend for the financial year ended March 31,2019 on such Shares which were transferred to IEPF.

(d) Details of unclaimed dividend on the website

As per the Rules, the Company has uploaded the information in respect of unclaimed dividends on its website at link: http://www.donear.com/ donear2006/Unclaimed_Divident.asp. The same is also available on the website of IEPF at www.iepf.gov.in.

Extract of Annual Return

In accordance with Sections 92 and 134(3) of the Act and Companies (Management and Administration) Rules, 2014, an extract of annual return in the prescribed Form MGT-9 is given in Annexure F, which forms part of this Report.

The copy of extract of annual return is also available on the website of the Company www.donear.com.

Acknowledgement

The Board thanks our all stakeholders for their continued support and patronage extended to the Company and places on records its sincere appreciation of the whole hearted contribution made by our employees, for the Companys consistent growth and achievements.

For and on behalf of Board of Directors
Rajendra V. Agarwal Ajay V. Agarwal
Mumbai Managing Director Whole-Time Director
August 24, 2020 DIN:00227233 DIN:00227279