narayani steels ltd share price Directors report


Dear Members,

Your Directors are pleased to present the 28th Annual Report on the business and operations of Dhatre Udyog Limited (Formerly known as Narayani Steels Limited) (“the Company/your Company”) together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 March 2023.

1. FINANCIAL HIGHLIGHTS (Amount (3) in Lakhs)

Consolidated

Standalone

Particulars 2022-23 2021-22 2022-23 2021-22
Total Income 11,005.51 1,187.21 11,005.51 1,187.21
Total Expenses 10,079.33 1,137.25 10,079.33 1,137.25
Exceptional Item - 10,196.39 - 10,196.39
Profit/(Loss) before tax 926.18 10,246.35 926.18 10,246.35
Tax Expenses 257.89 3568.29 257.89 3568.29
Profit/(Loss) after tax 668.29 6,678.06 668.29 6,678.06
Earnings Per Equity Share
Basic (Rs.) 11.54 1,224.32 11.54 1,224.32
Diluted (Rs.) 6.13 61.22 6.13 61.22

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

On consolidated basis, the revenue from operations for FY 2023 was 210,709.75 Lakhs, higher by 821.44 % over the previous years revenue of \ 1,187.21 Lakhs. The profit after tax (PAT) attributable to shareholders for FY 2023 and FY 2022 was % 668.29 Lakhs and % 6678.06 Lakhs respectively. On a standalone basis, the revenue from operations for FY 2023 was 10,709.75 Lakhs, higher by 821.44 % over the previous years revenue of 31,187.21 Lakhs in FY 2022. The profit after tax (PAT) attributable to shareholders for FY 2023 and FY 2022 was \ 668.29 Lakhs and 6678.06 Lakhs respectively.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of business of the Company.

4. SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by regulators, courts or tribunals impacting the Companys operations in future.

5. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2023. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

6. TRANSFER TO RESERVES

Rs.667.75 Lakhs was transferred to reserves for Financial Year 2022-23.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2022-23.

9. SHARE CAPITAL

During the year under review there was no change in the authorised share capital of the Company. The Authorised share Capital of the Company as on 31 March 2023 is Rs. 14,00,00,000 divided into 1,40,00,000 Equity Shares of Rs. 10 each fully paid up. The Paid-up Share Capital of the Company as on 31 March 2023 is Rs. 10,89,54,500 divided into 1,08,95,450 Equity Shares of Rs. 10 each fully paid up. In the financial year 2021-22, the Resolution Plan approved by Hon ble NCLT, Kolkata Bench under provision of Insolvency & Bankruptcy Code 2016, the reduction and consolidation of share capital has been approved. The Company had submitted draft scheme of reduction of share capital from the existing issued and paid- up Share Capital of the Company being 1,09.09,000 equity shares of Rs.10/- aggregating to Rs. 10,90,90,000/- shall be reduced to 1,09,09,000 equity shares of Rs.0.50 aggregating Rs. 54,54,000/- i.e., the Face Value of equity share shall be Reduced from Rs.10 each to Re.0.50 each. After Reduction of Face Value of Existing equity shares of Re.0.50 each shall be consolidated into 5,45.450 equity shares of Rs.10/- each. During the year 2022-23, 1,03,50,000 equity shares of Rs. 10/- each issued at par to the promoters on a preferential basis pursuant to Resolution Plan approved by NCLT under Insolvency & Bankruptcy Code, 2016.

10.LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed on the main Board of Bombay Stock Exchange Limited. The Annual Listing fees for the year 2023-24 have been paid.

11.CORPORATE OFFICE OF THE COMPANY

During the year under review, to carry commercial operation in the state of Andhra Pradesh, the Company decided to maintain a corporate office at Sy No. 202/30-34 and 38/Part, Modavalasa Village, Denkada Mandal, Vizianagaram-535006 AP with effect from 30th May, 2023.

12.SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has an associate Company namely, Hari Equipments Private Limited as on 31 March 2023.

13.INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount liable or due to be transferred to Investor Education and Protection Fund (IEPF) during the financial year ended March 31, 2023.

14.PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT

VENTURES

It has suffered substantial losses in the previous financial year as well as the current financial year ending 31 March 2023. The management of the associate company is exploring the options to raise additional finance to revive the operations. As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Associate Company in Form AOC-1 is annexed to this Boards Report as Annexure I.

15.CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. Annual Report 2022-23. The Consolidated Financial Statements for the Financial Year ended 31 March 2023 forms part of the Annual Report.

16.KEY MANAGERIAL PERSONNEL & DIRECTORS

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company.

Key Managerial Personnel (KMP)

During the year under review, there was change in the Key Managerial Personnel of the Company.

Following are the KMPs of the Company in terms of Sec 203 of the Act

Sumit Kumar Agarwal : Managing Director appointed w.e.f 30.09.2022
Arun Kumar Meher : Company Secretary & Compliance Officer resigned w.e.f 07.11.2022
Ankita Dutta : Company Secretary & Compliance Officer appointed w.e.f 07.11.2022
Ankit Gupta : Chief Financial Officer appointed w.e.f 01.06.2023

Directors

Mr. Sumit Kumar Agarwal, Director is liable to retire by rotation and being eligible for re- appointment.

During the year under review, there was change in Composition of the Board of the Company. Composition of the Board

Sumit Kumar Agarwal! : Managing Director
Amit Ranjan Sinha? : Executive Director
Asit Baran Bhattacharjee : Independent Director
Ajit Kumar Nath* : Independent Director
Akansha Agarwal : Independent Director
Varsha KediaR : Independent Director

1Sumit Kumar Agarwal was appointed as Managing Director on the Board subject to approval by members at the Annual General Meeting of the Company held on 30th September, 2022.

2Amit Ranjan Sinha was appointed as Executive Director on the Board subject to approval by members at the Annual General Meeting of the Company held on 30th September, 2022 and resigned with effect from 30th June, 2023. 3Asit Baran Bhattacharjee was appointed as Independent Director on the Board subject to approval by members at the Annual General Meeting of the Company held on 30th September, 2022. 4Ajit Kumar Nath was appointed as Independent Director on the Board subject to approval by members at the Annual General Meeting of the Company held on 30th September, 2022.

3 Akansha Agarwal was appointed as Independent Director on the Board subject to approval by members at the Annual General Meeting of the Company held on 30th September, 2022 and resigned on 25% January, 2023.

? Varsha Kedia was appointed as Independent Director on the Board on 7% November, 2022 subject to approval by members at the Extra Ordinary General Meeting of the Company held on 20th February, 2023.

None of the directors of the company are disqualified under the provisions of the Companies Act 2013.

17.NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board met 12 (Twelve) times i.e., on 4 April, 2022, 8% April, 2022, 30% May, 2022, 28% June, 2022, 13% July, 2022, 13 August, 2022, 30% August, 2022, 27% September, 2022, 7% November, 2022, 14" November, 2022, 25% January, 2023 and 14" February, 2023.

Details of the attendance of the Directors at the Board meetings held during the year ended 31% March 2023 are as follows:

Name of the Director

Number Held of Board MeetingsAttended

Sumit Kumar Agarwal 12 12
Asit Baran Bhattacharjee 12 12
Ajit Kumar Nath 12 6
Amit Ranjan Sinha 12 7
Varsha Kedia 12 3
Akansha Agarwal 12 7

18.DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE

COMPANIES ACT, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) that 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 as on 31 March 2023 and Profit and Loss Account of the Company for that period, c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2023 on a going concern basis; e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19.COMPOSITION OF THE COMMITTEES AND ITS MEETINGS Audit Committee The Audit Committee comprises of following Directors:

Name of the Director Position Designation on Board
Asit Baran Bhattacharjee Chairman Independent Director
Ajit Kumar Nath Member Independent Director
“I Akansha Agarwal Member Independent Director
“2Varsha Kedia Member Independent Director

*2Varsha Kedia was appointed with effect from 7 November, 2022.

During the period, the Audit Committee met 4 (Four) times on 30 May 2022, 13 August 2022, 14 November 2022 and 14 February 2023.

Details of the attendance of the Audit Committee held during the year ended 31 March 2023 are as follows:

Name of the Director Number of Audit Committee Meetings
Held Attended
Asit Baran Bhattacharjee 4 4
Ajit Kumar Nath 4 4
Akansha Agarwal 4 3
Varsha Kedia 4 1

Nomination, Remuneration and Compensation Committee

The Nomination, Remuneration and Compensation Committee comprises of the following Directors:

Name of the Director Position Designation on Board
Asit Baran Bhattacharjee : Chairman Independent Director
Ajit Kumar Nath Member Independent Director
“I Akansha Agarwal Member Independent Director
“2Varsha Kedia Member Independent Director

“I Akansha Agarwal resigned from the Board with effect from 25" January, 2023. *2Varsha Kedia was appointed with effect from 7 November, 2022.

During the period the Nomination, Remuneration and Compensation Committee met 4 (Four) times on 04 April 2022 ,28 June 2022, 13 July 2022 and 7 November, 2022. Details of the attendance of the Nomination and Remuneration Committee held during the year ended 31 March 2023 are as follows:

Name of the Director Number of Nomination and Remuneration Committee Meetings
Held Attended
Asit Baran Bhattacharjee 4 4
Ajit Kumar Nath 4 4
Akansha Agarwal 4 4
Varsha Kedia 4 -

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors

Name of the Director Position Designation on Board
Asit Baran Bhattacharjee Chairman
Independent Director
Ajit Kumar Nath Member Independent Director
“I Akansha Agarwal Member Independent Director
*2Varsha Kedia Member Independent Director

“I Akansha Agarwal resigned from the Board with effect from 25% January, 2023. *2Varsha Kedia was appointed with effect from 7 November, 2022.

During the period the Stakeholders Relationship Committee met 2 (Two) times on 28 June 2022 and 30 August, 2022.

Details of the attendance of the Stakeholders Relationship Committee held during the year ended

31 March 2023 are as follows:

>
Name of the Director Number of Stakeholders Relationship Committee Meetings
Held Attended
Asit Baran Bhattacharjee 2 2
Ajit Kumar Nath 2 2
Akansha Agarwal 2 2
Varsha Kedia 2 -

The Brief description of the terms of reference of Audit Committee, Nomination and Remuneration Committee and Stakeholders relationship committee is part of corporate governance report forming part of this report.

20.DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21.MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 09 March 2023, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

22.FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Company has in place a process for familiarization of newly appointed directors with respect to their respective duties and departments. The highlights of the Familiarization Programme are explained in the Corporate Governance Report forming part of this Annual Report and are also available on the Companys website at : https://dhatre.com/familization-programme/

23.FORMAL ANNUAL EVALUATION

The Board of Directors is committed to get carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. Performance evaluation of Independent Directors was carried out by the entire board, excluding the Independent Director being evaluated. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director.

24 RISK MANAGEMENT POLICY OF THE COMPANY

In terms of the provisions of Regulation 17 of the Listing Regulations, the Company has in place a proper system for Risk Management, assessment and minimization of risk. Risk Management is the identification and identification and assessment of risk. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Board members are informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company

25.PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 Details of loans, guarantee and investments are given in Note no. 5 to the Financial Statements attached.

26.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors. The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31 March 2023 in prescribed Form AOC-2 is appended to this Report as Annexure -1IL

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is https://dhatre.com/wp-content/uploads/2023/08/Policy-on- Related-Party-Transactions-2.pdf

27.STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Boards Report as Annexure IIL.

28.ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web-link:https://dhatre.com/annual-return-under-section- 92-of-companies-act-2013/

29.CORPORATE SOCIAL RESPONSIBILITY

As per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

Your Company has incurred losses during the immediately preceding three financial years; hence, the said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities was not applicable to your Company for the financial year 2022-2023.

30.THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) {M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Disclosures regarding activities undertaken by the company in accordance with the provisions of section 134 of the Companies Act, 2013 read with Companies (Accounts) rules, 2014 are provided here under:

A. Conservation of energy:

(i) The Steps taken or impact on Conservation of energy:

The Company has adopted strict control system to monitor day to day power consumption. The Company ensures optimal use of energy with minimum extend of wastage as far as possible. The day-to-day consumption is monitored and efforts are made to save energy.

(ii) Steps taken by company for utilizing alternate source of energy: The Company is not utilizing any alternate source of energy. (iii) The Capital Investment on energy conservation equipment:

The Company has not made any Capital Investment on energy conservation equipment. B. Technology absorption: The Company does not undertake any activities relating to technology absorption. C. Foreign Exchange earnings and outgo:

(i Foreign Exchange Earnings: NIL

(ii) Foreign Exchange Outgo: NIL (iii) Advance to Supplier: NIL

31.MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION

148 OF THE COMPANIES ACT, 2013

Maintenance of cost records as specified by the central government under sub-section (1) of section 148 of the companies act, 2013, is required by the company and accordingly such accounts and records are made and maintain.

32.AUDITORS, AUDIT QUALIFICATIONS AND BOARDS EXPLANATIONS

Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with your Companies (Audit and Auditors) Rules, 2014, the members of the Company in 27 Annual General Meeting of the Company (‘27 AGM”) approved the appointment of M/s. P.D. Rungta & Co., Chartered Accountants (ICAI Firm Registration No. 001150C) as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 27 AGM till the conclusion of 32 AGM.

The Report given by M/s. P.D. Rungta & Co., on the Financial Statements of your Company for the financial year 2023 is part of the Annual Report. The Auditors Report contains qualified report. The basis for qualification are as follows: a. Internal Audit Report is not available since the management has not appointed Internal Auditor as required under section 138 of Companies Act, 2013. b. Balances under sundry debtors and loans and advances given by the company are subject to confirmations and adjustments, if any. In absence of such confirmations and reconciliations, consequential impact of the same on financial statements of the company could not be ascertained. c. Physical verification / valuation report for Property, Plant & Equipment including assets held for sale of Rs.84.16 Lakhs is not available and in absence of verification / valuation report, we are unable to ascertain the fair / realizable values of such items and its impact on the financials of the company for the year under report.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Ankita Dey & Associates, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2022-23. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure- IV.

Cost Auditor

M/s. Sampath Babu & Co., Cost Accountants, Visakhapatnam, was appointed as Cost Auditors of the Company to conduct the audit of Cost Accounts maintained by the Company.

33.REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

34. IGIL MECHANISM (WHISTLE BLOWER POLICY)

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy. The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. The policy of vigil mechanism is available on the Companys website.

The brief detail about this mechanism may be accessed on the Companys website at the weblink: https: //dhatre.com/wp-content/uploads/2023/08/Vigil-Mechanism-Whistle-Blower-Policy-1.pdf

35.PREVENTION OF SEXUAL HARASSMENT

Your Company has framed a Policy of prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment for women at workplace and has adopted a policy against sexual harassment in line with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All women who are associated with the Company either as permanent employees or temporary employees or contractual persons including service providers at Company sites are covered under the above policy. During the financial year 2022-23, the Company has not received any complaints on sexual harassment and hence no compliant remains pending as on 31st March, 2023. The policy on prevention of sexual harassment as approved by the Board is uploaded on the website of the Company and the web link is hitps:/dhatre.com/wp-content/uploads/2023/08/Sexual- Harrasment.pdf

36.NOMINATION AND REMUNERATION POLICY

The Company has in place a policy for remuneration of Directors, Key Managerial Personnel and Employees of senior management employees. The details of the same are given on the website of the Company i.e., www.dhatre.com The detailed features of Remuneration Policy are stated in the Report on Corporate Governance forming part of this Annual Report.

37.DIRECTORS QUALIFICATION CERTIFICATE

In terms of SEBI (LODR) Regulation 2015, a Certificate from M/s. Ankita Dey & Associates, Company Secretary stating that none of the directors on the board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority, forms part of the Annual Report as Annexure VIL

38.COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.

39.POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. Details of the same are given in the website of the Company ie. https:/dhatre.com/wp-content/uploads/2023/08/Code-of- Conduct-Board-Senior-Management-2.pdf

40.PREVENTION OF INSIDER TRADING

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year under review, there has been due compliance with the said code.

41. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managements Discussion and Analysis as Annexure Vv.

42.CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure VI.

43. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system inplace.

Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2023, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

45. INSURANCE

All the assets of the Company wherever necessary and to the extent required have been adequately insured.

46. ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. The operations of the Company are conducted in such a manner that it ensures safety of all concerned and a pleasant working environment. The Company strives to maintain and use efficiently limited natural resources as well as focus on maintaining the health and well-being of every person.

47 .HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on commitment towards its human capital and recognizing its pivotal role for organization growth. During the year, the Company maintained a record of peaceful employee relations. Your Directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL YEAR

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 are not applicable to the Company

49. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons are not applicable to the Company.

50. ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and places on record its sincere appreciation for the commitment and efforts put in by all the employees. And also record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Place: Kolkata On behalf of the Board of Directors
Date: 4% September,2023 For DHATRE UDYOG LIMITED
(Formerly known as Narayani Steels Limited)
SD/- SD/-
Sumit Kumar Agarwal Asit Baran Bhattacharjee
Managing Director Director
DIN:02184000 DIN: 02559634