Donear Industries Ltd Directors Report.

Dear Members,

Your Directors present the Thirty-Fifth Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31,2021.

Financial Performance

The financial performance of the Company is as follows:

(Rs. in Lakhs)

Particulars

Financial Year

2020-21 2019-20
Revenue from Operations 35760.78 54,793.92
Other Income 412.63 463.47
Total Revenue 36,173.41 55,257.39
Profit before Depreciation and Amortisation expense, Finance Costs and Tax expense 1,907.48 5,183.88
Less: Depreciation and Amortisation expense 951.23 915.62
EBIT 956.25 4,268.26
Less: Finance Costs 1,834.31 2,422.20
Profit before Tax (878.06) 1,846.06
Less: Tax expense (251.08) 650.99
Profit after Tax (626.98) 1,195.07
Other Comprehensive Income (3.14) 5.94
Total Comprehensive Income (630.12) 1,201.01
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic and Diluted (in Rs.) (121) 2.30

Review of Financial Performance

As you are all aware that the Financial Year 2020-21 went through a bad phase in the history of the Company due to adverse effects of COVID-19. The Company’s performance for the first six months was quite low, however things improved during the second half the Finance year. The Total Revenue from operations for Financial Year 2020-21 was Rs. 36173.41 Lakhs as compared to Rs. 55257.39 Lakhs in previous Financial Year. The Company incurred a loss of during the Financial Year Rs. (878.06) Lakhs as against profit of Rs. 1846.06 Lakhs in the Previous Year due to this pandemic situation.

The Net Loss for the financial year was Rs. (626.98) Lakhs as against Profit of Rs. 1195.07 Lakhs reported in the Previous Year.

The segment revenue from operations for Financial Year 2020-21

(a) Textile: Rs. 35145.44 Lakhs (Previous Year: Rs. 54021.25 Lakhs),

(b) Rental Business Rs. 615.34 Lakhs (Previous Year: Rs. 772.67 Lakhs). The segment Profit before Tax for Financial Year 2020-21

(a) Textile: Rs. 1612.43 Lakhs (Previous Year: Rs. 4952.02 Lakhs),

(b) Rental Business Rs. 460.34 Lakhs (Previous Year: Rs. 611.58 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.

Management Discussion and Analysis

1. Industry structure and developments:

The Indian textile industry is one of the largest in the world with a large unmatched raw material base and manufacturing strength across the value chain. The uniqueness of the industry lies in its strength both in the hand-woven sector as well as in the capital intensive mill sector. The mill sector is the second largest in the world. Traditional sectors like handloom, handicrafts and small scale power-loom units are the biggest source of employment for millions of people in rural and semi urban area and also contribute to more than 75% of total textiles production in the country.

The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, while the capital-intensive sophisticated mills sector on the other end. The decentralized power looms/ hosiery and knitting sector forms the largest component in the textiles sector. The close linkage of textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique in comparison to other industries in the country. Indias textiles industry has a capacity to produce wide variety of products suitable for different market segments, both within India and across the world.

The textile industry is one of the largest sources of employment generation in the country with over 45 million people employed directly and another 6 crore people in allied sectors, including a large number of women and rural population. The sector has perfect alignment with Governments key initiatives of Make in India, Skill India, Women Empowerment and Rural Youth Employment

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, 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 labor 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.

3. Future Outlook of Textile Industry:

The outlook for the textile industry in India is quite optimistic. It is expected that the textile industry will continue to grow at an impressive rate. The Indian textile industry currently estimated at around US$ 140 billion and is expected to grow at CAGR of more than 5%

The new textile policy aims to create an additional 35 million jobs. By 2022, the Indian textile sector will require additional 17 million workforce. The Government of India is working on major initiatives and reforms in the Textile sector, including launch of a ‘Mega Integrated Textile Region and Apparel (MITRA) Park scheme to establish seven textile parks with state-of-the-art infrastructure, common utilities and R&D lab over a three-year period

The Union Budget 2020-21 has set the momentum to give the ailing Textile sector a new lease of life by announcing setting up of mega textile parks, increasing duties on import of textile products and rationalizing the custom duty rates on imports of raw materials, allowing 100% FDI for the sector under automatic route, assisting in the development of import substitution products and continuing of other Schemes for the Textile Industry. All this will provide the required impetus for the Textile Industry and help on the path of speedy recovery. Your Company is repositioning itself to the fast changing situation and expects to come out stronger from this once-a century type of condition.

4. 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.

5. 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 Company’s assets. The Company has adequate internal control system which commensurate with its size, scale and complexities of its operations.

6. 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 June 22, 2021, has recommended a dividend of Rs. 0.20 (10 %) per Equity Share of Rs. 2.00 each for the financial year ended March 31,2021, 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 2020-21 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.

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 31,2021, 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. Ajay Agarwal (DIN:00227279), 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 Whole-time Director of the Company.

During the year, 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 Thirty Fourth Annual General Meeting in terms of Section 161(1) of the Act. Accordingly, the Members of the Company at Thirty Fourth Annual General Meeting held on September 25, 2020 has appointed him as an Independent Director of the Company for a period of 5 (Five) years Commencing from November 11,2019 to November 10, 2024

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 29th Annual General Meeting held on September 26, 2015 up to the conclusion of Thirty Fourth Annual General Meeting. Accordingly, the first tenure of Mrs. Medha Pattanayak as Independent Directors has 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 Thirty Fourth Annual General Meeting of the Company. Accordingly, Members of the Company at Thirty Fourth Annual General Meeting of the Company has re-appointed her as an Independent Director of the Company for second term of 5 (Five) years from September 26, 2020 to September 25, 2025

Further during the year under review, Mr. Anup Kumar Singh (DIN: 07343361) was appointed as an Executive Professional Director of the Company for a term of 5 (five) consecutive years from the conclusion of Thirtieth Annual General Meeting held on September 24, 2016 up to upto November 18, 2020. Accordingly, the tenure of Mr. Anup Kumar Singh as an Executive Professional Director has come to an end on November 18, 2020.

The Board, based on the recommendation of the Nomination and Remuneration Committee and performance evaluation carried out by the Board, have re-appointed Mr. Anup Kumar Singh as an Executive Professional Director of the Company for the further term of five consecutive years with effect from November 19, 2020 and recommended the same to the Members at ensuing Annual General Meeting of the Company. Accordingly, a resolution seeking Members Approval for his appointment as an Executive Director of the Company for the period of 5 (Five) years, forms part of this 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 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.

Further, Ms. Sakshi Bajaj has resigned from the post of Company Secretary and Compliance officer with effect from January 11, 2021. Consequent to such resignation and based upon the recommendation of Nomination and Remuneration Committee, Mr. Mayur Vajat was appointed as Company Secretary and Compliance officer of the Company with effect from February 11, 2021.

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 doesn’t have any Subsidiary, Associate or Joint Venture. Accordingly, the provisions relating to consolidation of financials doesn’t 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 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 31,2021 is made part of this Annual Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

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 2020-21 is given as Annexure A, which forms part of this Report.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 31,2020 was filed 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), Cost Accountants, Mumbai, as Cost Auditors for undertaking Cost Audit for the financial year ending March 31,2021. 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 member’s 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.

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 08, 2020, 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 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.

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 31,2021.

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

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 were reported to the Board under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

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

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 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 Company’s 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")

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 Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration)Rules, 2014 may be accessed on the Companys website at the link https://www.donear.com/donear2006/annual report.asp

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 wholehearted contribution made by our employees, for the Companys consistent growth and achievements.

For and on behalf of the Board of Directors
Rajendra V. Agarwal Ajay V. Agarwal
Mumbai Managing Director Whole-time Director
August 12, 2021 DIN: 00227233 DIN: 00227279