DRS Dilip Roadlines Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 15th Annual Report on the business and operations of the company together with the audited Financial Statements along with the report of Auditors for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE

The Financial Results and performance of your Company for the year ended 31st March, 2024 are summarized below;

(Rs. In Lacs)

Particulars	Current Year	Previous Year (refer note)*	Consolidated**
	2023-24	2022-23	2022-23
Turnover	18174.50	18895.74	20,558.20
Other Income	268.23	182.78	135.92
Total Income	18442.73	19078.52	20,694.12
PBIDT	779.65	950.89	1197.24
Less: (i) Interest	49.94	89.51	151.94
(II)Depreciation	325.11	232.12	467.18
Profit Before Exceptional Item and Tax	404.60	629.26	578.12
Exceptional Item	0	0	0
Profit Before Tax	404.60	629.26	578.12
Less: Provision for Tax
- Current	132.11	127.92	127.92
Earlier year taxes	0.91	2.32	2.32
MAT credit
- Deferred	-28.21	13.11	28.84
Profit After Tax	299.79	485.91	419.04
Earnings Per Share (EPS - Amt in Rs.)	1.99	3.23	2.78

Note : As the members are aware,a Scheme of Arrangement, contemplating the demerger / transfer of Warehouse Division of your Company, being the Demerged Company, into DRS Cargo Movers Limited, i.e, the Resulting Company, with effect from 01.04.2022, (Appointed Date),was sanctioned by the HonBle NCLT, Hyderabad Bench vide its Order, dated 17.08.2023, The said transfer has been effected in the books of accounts / financial statement of the Company and accordingly reflected in the figures stated above. In view of the said, figures pertaining to consolidated financials for the FY 2022-23 only are available and mentioned in the above table. As on 31st March, 2024, the Company was not required to report any consolidated financial performance, since the Company did not have any subsidiary / associate as on the said date.

CONSOLIDATED FINANCIAL STATEMENT**

As stated elsewhere in this Report, consequent to and subsequent upon giving effect to the Scheme of Arrangement, the entire pre-demerger paid up capital held by your Company in DRS Cargo Movers Limited stands cancelled and extinguished. In view of the said, DRS Cargo Movers Limited does not assume the status of subsidiary Company of your Company. Further, since the Company does not have any other subsidiary / associate during the said FY or as on the close of FY 2023-24, your Company was not required to draw / present any Consolidated Financial Statement for the said Financial Year.

PERFORMANCE SUMMARY AND STATE OF AFFAIRS:

For the Financial year 2023-24, your company recorded a turnover of Rs.18174.50 Lacs and earned a net profit of Rs.299.79 Lacs as compared to the previous years (2022-23) turnover of Rs.18895.74 Lacs and net profit of Rs.485.91Lakhs. As a result, the Earning per share(EPS)for the FY 2023-24, stood at Rs. 1.99 per share as compared to the previous years EPS of Rs.3.23 per share.

Revenue Break up of our operational Income for the FY ended 2023-24 is as hereunder:

(Rs. in lacs )

Sl. No.	Particulars	For the FY ended 31.03.2024	For the FY ended 31.03.2023
1	From Transport Services:
	- Household Services	15,225.70	15,220.89
	- Commercial Services	2,948.80	3,674.84

TRANSFER TO RESERVES:

We do not propose any amount to be transferred to the Reserves for the current Financial Year.

MATERIAL CHANGES AND COMMITMENTS:

Save and except as discussed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the company between the end of the financial year and the date of this report.

NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the FY ended 31st March, 2024. However, upon demerger of Warehouse Division of the Company into DRS Cargo Movers Limited, the warehouse related business operations of your Company shall be taken up by the said Company and your Company shall focus more on transport related activities only.

DIVIDEND:

Your Board of Directors have decided to adopt a cautious approach and preserve the reserves within the company. In this backdrop, the Board of Directors felt it prudent not to recommend any dividend for the financial year ended 31st March,2024.

CORPORATE RESTRUCTURING:

As you are aware, and as notified to you from time to time, a Scheme of Arrangement, contemplating the demerger / transfer of Warehouse Division of your Company, being the Demerged Company, into DRS Cargo Movers Limited, i.e, the Resulting Company, with effect from 01.04.2022, (Appointed Date), subsequent upon various regulatory and statutory approvals has been sanctioned by the HonBle NCLT, Hyderabad Bench vide its Order, dated 17.08.2023, certified copy of which was issued on 27.09.2023. Post sanction formalities have been undertaken and completed. Further pursuant to the said Scheme, DRS Cargo Movers Limited has issued / allotted 75,31,201 equity shares of Rs.10 each in its share capital to the shareholders of your Company, in the ratio of 1:2, i.e, one equity share of Rs.10 each for every two shares held in DRS Dilip Roadlines Limited. The entire pre-demerger paid up capital held by your Company in DRS Cargo Movers Limited stands cancelled and extinguished. Further, DRS Cargo Movers Limited has received listing / trading approval of its securities on the SME segment of NSE ( NSE Emerge) effective 10.04.2024.

CAPITAL STRUCTURE:

The capital structure of the Company as on March 31, 2024 stands as mentioned below:

Sl. No.	Particulars	As on 31st March, 2024 (Amt. in Rs.)
1	Authorised Capital 1,70,00,000 Equity Shares of Rs.10 each	17,00,00,000
2	Issued, Subscribed & Paid up Capital 1,50,62,403 Equity Shares of Rs.10 each	15,06,24,030

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors is duly constituted and has an optimum combination of both executive and non-executive directors.

Executive Directors:

DIN	Name	Designation
00006982	Mr. Anjani Kumar Agarwal	CEO & Managing Director
07064674	Mr. Sugan Chand Sharma	Whole Time Director

Other Directors:

DIN	Name	Designation
09336138	Mr.Sridharan Chakrapani	Non-Executive Independent Director
06962857	Ms. Jonnada Vaghira Kumari	Non-Executive Independent Director
08165176	Ms. Shamantha Dodla	Non-Executive Director

Key Managerial Personnel (other than mentioned above):

Name	Designation
Mr. Sanjay Kumar Agarwal	Chief Financial Officer
Mr. T.Siva Rama Krishna	Company Secretary

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Shamantha Dodla (DIN: 08165176), retired by rotation at the previous AGM held on 30.12.2023 and was reappointed thereat.

Further, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sugan Chand Sharma (DIN:07064674), Whole Time Director, retires by rotation in the ensuing AGM and being eligible offers himself for reappointment.

Further, Mr. Sugan Chand Sharma was reappointed to the office of Whole Time Director by the Board for a period of 3 years effective 01.07.2024, at a remuneration not exceeding Rs.7.5 lacs per annum, subject to the approval of members of the Company. Resolution seeking approval of the members forms part of the Notice attached hereto.

DECLARATION BY INDEPENDENT DIRECTORS:

In the opinion of the Board, both the Independent Directors of your Company possess integrity, experience, expertise, and the requisite proficiency required under all applicable laws and the policies of your Company.

Both the Independent Directors have given declarations stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of your Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, both the Independent Directors of your Company have got their names included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Independent Directors of your company have duly met during the year (on 22.05.2023) to discuss the performance of the Non-Independent Directors and the board as whole. both the independent Directors were present during the meeting.

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The compositions of committees of the Board are hereunder:

Audit Committee

Mr. Sridharan Chakrapani	Chairman
Ms. Jonnada Vaghira Kumari	Member
Mr. Anjani Kumar Agarwal	Member

Nomination and Remuneration Committee

Mr. Sridharan Chakrapani	Chairman
Ms. Jonnada Vaghira Kumari	Member
Ms. Shamantha Dodla	Member

Stakeholders Relationship Committee

Ms. Jonnada Vaghira Kumari	Chairman
Mr. Sridharan Chakrapani	Member
Mr. Sugan Chand Sharma	Member

Corporate Social Responsibility Committee

Mr. Anjani Kumar Agarwal	Chairman
Mr. Sridharan Chakrapani	Member
Mr. Sugan Chand Sharma	Member

Internal Complaints Committee

Ms. Nikitha Das	Presiding Officer
Ms. J.Reena	Member
Mr. Raman Kishore	Member
Mr. Anil Reddy	Member

BOARD EVALUATION:

As required by the Companies Act, 2013, and the Listing Regulations, an annual performance evaluation of the Board is conducted to enhance the effectiveness of the Board and its Committees. This year, the internal Board Evaluation cycle was completed, encompassing the assessment of the Board as a whole, its committees, and peer evaluation of directors. The Chairman of the Nomination and Remuneration Committee led this process. The evaluation focused on various aspects of Board and Committee functioning, such as composition, experience, competencies, special duties, obligations, and governance issues.

The evaluation concluded that the Board is functioning cohesively and is well-engaged with diverse perspectives. Additionally, a performance evaluation was conducted for Mr. Sugan Chand Sharma, who is retiring by rotation and has offered himself for reappointment.

Further, the performance of the Independent Directors was evaluated by the entire Board ofDirectors and all the Independent Directors fulfill the independence criteria and areindependent of the management as set out in the provisions of the Companies Act, 2013 readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of your Company was evaluated, taking into account the views of the Executive Directors and Non-Executive Director who also reviewed the performance of the Secretarial Department. The Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION, ETC.,

The Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism has been revised and adopted by the Board.

The following policies, are attached herewith and marked as Annexure -V and VI respectively:

a) Policy for selection of Directors including qualifications, positive attributes and independence of a director evaluation mechanism.

b) Remuneration Policy for Directors, Key managerial Personnel and other employees. Further, it is confirmed that the Company has not paid any remuneration to its Non-Executive Directors, apart from the Sitting Fee for each Meeting of the Board / Committee attended by them.

Further, the Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non -Executive Directors of the Company within the overall limits approved by the shareholders, if any.

MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to discuss the business performance, policies, strategies and other matters and undertake statutory matters in terms of Companies Act and SEBI Listing Regulations.

The Board has duly met 7 times during the Financial Year 2023-24, i.e.; 10th April,2023, 22nd May, 2023, 11th August,2023, 27th September, 2023, 14th November, 2023, 06th December, 2023 and 17th February, 2024.

The intervening gap between any two consecutive Board Meetings was within the periodprescribed under the provisions of the Companies Act, 2013.

Sl. No.	Date of Board Meeting	Mr. Anjani Kumar Agarwal	Mr. Sugan Chand Sharma	Mr. Sridharan Chakrapani	Ms. Shamantha Dodla	Ms. Jonnada Vaghira Kumari
1.	10.04.2023	P	P	P	P	P
2.	22.05.2023	P	P	P	A	P
3.	11.08.2023	P	P	P	P	P
4.	27.09.2023	P	P	P	P	P
5.	14.11.2023	P	P	P	P	P
6.	06.12.2023	P	P	P	P	P
7.	17.02.2024	P	P	P	P	P

 

Name	Designation	No. of Board Meetings attended / held
Mr. Anjani Kumar Agarwal	CEO & Managing Director	7/7
Mr. Sugan Chand Sharma	Whole Time Director	7/7
Mr. Sridharan Chakrapani	Independent Director	7/7
Ms. Jonnada Vaghir Kumari	Independent Director	7/7
Ms. Shamantha Dodla	Non-Executive Director	6/7

INTERNAL FINANCIAL CONTROL SYSTEMS:

The company has a comprehensive presence across India, with branch offices, warehouses, and hubs situated in various cities and towns. To manage this expansive network effectively, we have implemented robust policies and procedures designed to ensure stringent internal financial controls throughout the organization. These controls facilitate the orderly and efficient conduct of business by enforcing compliance with company policies, safeguarding assets, preventing and detecting fraud, providing error reporting mechanisms, ensuring the accuracy and completeness of accounting records, and supporting timely and reliable financial disclosures.

Internal Financial Controls are a key component of our Risk Management Process, specifically addressing financial and financial reporting risks. These controls are thoroughly documented, digitized, and integrated into our business processes. We assess their effectiveness through regular management reviews, control self-assessments, ongoing monitoring by functional experts, and testing by our Internal Auditor during audits. We are confident that these systems offer reasonable assurance that our Internal Financial Controls align with the needs and requirements of our organization.

AUDITORS:

Statutory Auditors:

The tenure of office of the Statutory Auditors, M/s Ramanatham & Rao, Chartered Accountants, expires on the conclusion of 15th Annual General Meeting i.e. the ensuing AGM.

In view of the said, it is being proposed to appoint M/s M. Anandam & Co., Chartered Accountants,(Registration No. 000125S), as the Statutory Auditors of the Company to hold office for a period of 5 years, i.e.; from the conclusion of the 15th Annual General Meeting till the conclusion of the 20th Annual General Meeting, at such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to the reimbursement of all out of pocket expenses incurred in connection therewith. Corresponding resolution seeking members approval forms part of Notice attached hereto.

Auditors Observation(s):

As regards the accounting software being used by the Company, we would like to assure that the same is a robust software containing all the compatible features in compliance with the provisions of Law. As a matter of fact, the same is also being upgraded in order to be future ready. Further, as far as disputed Income Tax matters pending before the Tribunal, being a statement of fact, it does not need any further explanation. The Statutory Auditors Report does not contain any other qualifications, reservations, adverse remarks or disclaimers.

Internal Auditors:

The Board of Directors, based on the recommendations of the Audit Committee, has reappointed M/s. A. Tibrewala & Associates, Chartered Accountants, Hyderabad, as the Internal Auditors of the Company, who is submitting its report on quarterly basis.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Sravanthi Gadiyaram, Practising Company Secretary (ACS No. 25754 and CP No. 25597), as a Secretarial Auditor of the company to undertake the secretarial audit of the Company for the FY 2023-24.

The copy of Secretarial Audit Report is attached herewith and marked as Annexure - II.

Secretarial Auditors Observations:

Auditors Observations	Directors Explanation
Delay in filing of Forms with the Registrar of Companies in certain instances	The instances of delay were just clerical in nature and self-explanatory. In view of the said, no further explanation is being provided thereon.
The Company has taken up an ongoing project towards Corporate Social Responsibility. However, transfer of amount to Special Account as per Section 135 of the Act is yet to be done.	The said ongoing project pertains to the FY 2022-23. Explanation has been provided in the Directors Report for the corresponding Financial Year. The delay was purely on account of inadvertence and without any malafide intention on the part of anybody concerned. Any development in the said regard will be explained through CSR Report.
Delay in compliance of listing regulations as detailed hereunder:
i. Intimation of Record Date - Regulation 42(2) of SEBI ( LODR) Regulations, 2015	It was a mathematical error while reckoning the due date of intimation. The underlying matter was already in the public domain and hence did not impact the public interest.
ii. Delay in filing of Shareholding pattern - Regulation 31 of SEBI ( LODR) Regulations, 2015	The delay was caused on account of delay in receipt of Benpos from the Depository.
iii. Delay in submission of Annual Report - - Regulation 34 of SEBI ( LODR) Regulations, 2015	The Annual Report was duly posted on the website of the Company and thus available for public access. However, the same was delayed submitted to the Stock Exchange on account of technical glitches.

COST RECORDS:

We confirm that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 and hence accounts and records related thereto are not required to be made or maintained.

SECRETARIAL STANDARDS:

We confirm that applicable secretarial standards i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meetings respectively, have been duly complied by the Company.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

Pursuant to the Companys Policy, the Related Party Transactions, if any are placed before the Audit Committee and the Board for its respective approval.

The details of related party transactions which were entered into during the previous years/ current Financial Year are provided at Note No. 31 forming part of the Notes to Financial Statements.

During the FY 2023-24, no contracts / agreements /transactions, falling with in the purview of Section 188 of the Companies Act, 2013 have been entered into by the Company with its related party(ies), whether on arms length basis or not. Hence the question of reporting materially significant related party transactions, conflict of interest etc., does not arise.

Further, disclosure as required pursuant to Regulation 34(3) read with Schedule V thereto isdisclosed elsewhere in this Report. Further, remuneration paid to Mr. Anjani Kumar Agarwal, who holds 17.69 % equity shares in the Company is disclosed elsewhere in this Report. Further, there are no other fresh transactions to be reported pursuant to the said Regulation.

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKSOR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

Not applicable (As there were no instances of one-time settlement with the Banks or financialinstitutions during the year under review).

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return inthe prescribed format i.e. Form MGT -7 along with attachments is placed on the website of theCompany www.drsindia.inand may be accessed at https://www.drsindia.in/Annual-Return-2023-24.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has formalized the process and institutionalized Whistle Blower Policy within the Company. In terms of the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets and other resources, to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the vigil mechanism are provided in the Annexure - VII to this Report.

FIXED DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the FY ended 31st March, 2024. Further, there were no outstanding deposits as at the beginning of the FY or at any time during the FY 2024. Hence, there are no details to be provided pursuant to Rule 8 (5) (v) & (vi) of Companies (Accounts) Rules, 2014.

RISK MANAGEMENT:

We have a Risk Management Department in place whose primary role is to identify potential risks, develop compatible Risk Management Systems and framework or modify the existing ones to make the same adaptable and to mitigate the risk appropriately.

We have been following the principle of risk minimization vis a vis our business needs and the industry norms.

The Department has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Companys enterprise-wide risk management framework and (b) overseeing that all the risks that the organization faces such as financial, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and ensuring that there is an adequate risk management mechanism in place capable of addressing those risks. Further, it is entrusted with the additional task of evaluating pandemic related risks on real time basis keeping in view the impact thereof and the means of redressal.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary or Joint Venture or Associate Company as on the close of financial year under report and even as on date. However, inaccordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statement and related information of the Company and audited accounts of the subsidiary, for the previous FY 2022-23 are available on our website https://www.drsindia.in.

The policy on material subsidiaries as per SEBI (LODR) Regulations, 2015 as approved /reviewed by the Board is uploaded on the website of the Company and may be accessed at https://www.drsindia.in/policies.html

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Your Company does not have any Joint Ventures / Associate Companies or subsidiary Companies as on 31st March, 2024 or as on date of this Report.

However, during the FY under review, DRS Cargo Movers Limited ceased to hold the status of subsidiary of your Company upon implementation of the Scheme of Arrangement between your Company ("Demerged Company) and DRS Cargo Movers Limited ("Resulting Company "), and their respective Shareholders and creditors under section 230 to 232 and other applicable provisions of the Companies Act,2013. As stated elsewhere in this Report, and as contemplated in the said scheme, the entire equity share capital of the Resulting Company, (i.e.11,84,300 shares) held by your company and its nominee in the resulting company was cancelled or in other words the investment made by your company in share capital of Resulting company as appearing in your books was cancelled and extinguished.

Save and except the said, there was no change in the in the list of subsidiaries, Joint Ventures / Associate Companies of the Company.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure - III to this Report.

CORPORATE GOVERNANCE:

The Company follows highest standards of Corporate Governance practices in its day-to-day conduct. Good Corporate Governance practices instills a culture of transparency, accountability and disclosure. Further, in view of the fact that your Company is a SME listed entity, no separate disclosures are being made as prescribed under para-C of Schedule V to SEBI (LODR) Regulations, 2015.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Since the Company does not have any of its shares in the demat suspense account or unclaimed suspense account, there are no disclosures to be made as prescribed under para-F of Schedule V to SEBI (LODR) Regulations, 2015.

DISPATCH OF ANNUAL REPORTS:

In compliance with the applicable provisions, we shall dispatch the Annual Report for the FY 202324in electronic format to all our members whose e-mail addresses are registered andupdated with our Registrar & Transfer Agents. To all the other members, the Annual Report willbe sent in physical format.

LISTING & TRADING:

Our Equity Shares are listed on NSE Emerge (SME platform of NSE India Limited, Mumbai). The listing fee for the financial year 2024-25 has been duly paid. You may further note that thelisting/ trading was never suspended at any time during the financial year 2023-24.

Series: SM Symbol: DRSDILIP ISIN: INE02CV01017

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is annexed herewith and marked as Annexure -IV (i).

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limitsprescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2)(i)& (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e.Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31st March, 2024 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, are annexed herewith and marked as Annexure - IV (ii), which includes details of employee who was in receipt of remuneration in excess of that drawn by the Managing Director or Whole TimeDirector of the company pursuant to Rule 5(2)(iii) of the said Rules.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans and Investments made during the Financial Year ended March 31, 2024 and outstanding as on said date, covered under the provisions of Section 186 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements. Further, the Company has not given any guarantee(s) or provided any security as contemplated under the said provisions, during the Financial Year under review.

DEMATERIALIZATION OF SHARES:

Except 48 Shares, which are held in Physical mode, the entire share capital of our Company isheld in dematerialized mode as on 31st March, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2023-24.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

ii. The Directors 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 profits of the company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENTAT WORK PLACE:

We strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act") and the Rulesmade thereunder. The policy aims to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto, with the objective of providing a safe working environment, whereemployees feel secure.

Further, we have in place a committee under the name and style "Internal ComplaintsCommittee" in compliance of POSH Act, which looks into various matters concerningharassment, if any, against women at workplace, addresses concerns and complaints ofsexual harassment and recommends appropriate action. The said Committee was reconstituted during the year under review. The revised composition of the said Committee is provided elsewhere in this Report.

We further confirm that during the year under review, there were no cases filed pursuant the said Act.

CORPORATE SOCIAL RESPONSIBILITY:

Your Board of Directors and the CSR committee feel proud to mention that we have been undertaking CSR activities as a part and parcel of our life, whether mandated by law or otherwise. It has been a wholehearted endeavor on our part to do our bit to the society we live in. As far as FY 2023-24 is concerned, your company has undertaken the activities in the areas of Child education.

The Board has adopted a CSR policy, pursuant to the recommendation of the CSR committee, with a vision to actively contribute to the social and economic development of the communities in which your company operates and in doing so, build a better, sustainable way of life for the weaker sections of the society.

The CSR Committee, constituted by the Board, is in place and is actively involved in identifying areas as per the contemporary needs of the society. While identifying such areas, it ensures that the same are commensurate with the Companys Policy in general. Further, the Committee also supervises the progress of CSR activities of the Company.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, your Company was required to spend an amount of Rs.9.47 lakhs towards CSR Activities for the financial year 31st March, 2024. During the year under review, the Company spent a total amount of Rs.10.35 lacs towards CSR.

Composition of CSR Committee :

Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
Mr. Anjani Kumar Agarwal	Chairman (CEO & Managing Director)	2	2
Mr. Sridharan Chakrapani	Member (Independent Director)	2	2
Mr. Sugan Chand Sharma	Member (Executive Director)	2	2

Meetings of CSR committee were held on 11.08.2023 and 06.12.2023 and all the committee members attended the same.

The Policy on Corporate Social Responsibility (CSR) along with the Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure VIII to this report.

Your Company has adopted a CSR Policy containing the activities to be undertaken by the Company. The CSR policy of the Company may be accessed at https://www.drsindia.in/csr.html

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO/;

The particulars as prescribed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are provided in Annexure - I to this Report.

ACKNOWLEDGEMENTS AND APPRECIATIONS:

At the outset, the Board of Directors and the management extend their hearty gratitude to all the employees, workers, drivers and support staff at all levels, who, have worked relentlessly for the growth of the Company. It was purely owing to their efforts that the Company feels bolstered to handle any challenge that it may have to face in the near future. Further, we wish to express our sincere appreciation towards all our customers, suppliers, banks, financial institutions, advisors, Government of India and Government Departments, concerned State Governments and other authorities for their sustained support and co-operation.

We also take on record the confidence and cooperation extended by our shareholders and other stakeholders.

	For and on behalf of the Board of
	DRS DILIP ROADLINES LIMITED
	Sd/-	Sd/-
	Anjani Kumar Agarwal	Sugan Chand Sharma
	CEO & Managing Director	Whole Time Director
	DIN:00006982	DIN:07064674
	Address: Plot No.25/a,	Address: 4-2-202, 4th Floor,
	Janakpuri Colony Gunrock,	Old Bhoiguda, Near
	Karkhana, Hyderabad -	Mahankali Temple - 500003
	500009
Place: Hyderabad
Date: 30/08/2024