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D. P. Abhushan Ltd.

BSE: 535026 Sector: Consumer
NSE: DPABHUSHAN ISIN Code: INE266Y01019
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D. P. Abhushan Ltd. (DPABHUSHAN) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of theCompany along with the audited financial statements for the financial year ending March312020.

FINANCIAL HIGHLIGHTS:

Particular FY 2019-2020 FY 2018-2019
Revenue From Operations 80861.55 81213.23
Other Income 42.07 3.60
Total lncome 80903.62 81216.83
Less :Total Expenses before Depreciation Finance Costand Tax 77592.94 78426.46
Profit before Depreciation Finance Cost and Tax 3310.68 2790.37
Less: Depreciation 212.07 183.26
Less: Finance Cost 895.27 961.77
Profit Before Tax 2203.34 1645.34
Less: Current Tax 534.97 456.00
Less: Deferred tax Liability (Asset) 23.64 10.28
Profit after Tax 1644.73 1179.06

During the year under review the revenue from operation of the Company stood atRs.80861.55 Lakhs as compared to Rs.81213.23 Lakhs in Financial Year 2018-2019 making0.43%fall in the revenue compared to previous year.

Due to reduction in various expenses profit before tax in the financial year 2019-20stood at Rs. 2203.34 Lakhs as compared to Rs. 1645.34 Lakhs in the previous FinancialYear 2018-2019. Thus even after the fall in the Revenue the Company managed to show aconsiderable and robust Increase of 33.91 % in the Profit before Taxes as compared to theprevious Financial Year

The Profit after taxes stood at Rs.1644.73 Lakhs with robust growth 39.49% in theprofit of the Company compared to previous year.

DIVIDEND:

With a view to conserve and save the resources for future prospects of the Company theDirectors refrain from declaring dividend for the financial year 2019-2020.

TRANSFER TO RESERVES:

The Directors do not propose to transfer any amount to the Reserves. Total amount ofnet profit is carried to the Reserves & Surplus as shown in the Balance Sheet of theCompany.

CHANGEINNATUREOFBUSINESS:

During the year the Company has not changed its business or object and continues to bein the same line of business as perthe main object of the Company.

SHARE CAPITAL:

During theyear under review no changes took places in the Authorized and Paid-up sharecapitalofthe Company. Authorized Capital.

The Authorized Capital of the Company is ? 228500000/- divided into 22850000 EquityShares of ?10/- each. Issued Subscribed & Paid-Up Capital.

The present Paid-up Capitalofthe Company is?222548500/- divided into 22254850 EquityShares of? 10/-.

Name of Director

Designation

Date of Original Appointment

Date of Appointment at current Term& designation

Total Directorship2

No. of Committee1

No. of Shares held as on March 31 2020

in which Director is Member in which Director is Chairperson
Mr. Vikas Kataria Chairman and Managing Director May 22017 June 102017 2 2 - 607330 Equity Shares
Mr. Santosh Kataria WhoLe Time Director May 22017 July 112017 4 - - 607330 Equity Shares
Mrs. Renu Kataria Non-Executive Director June 202017 June 202017 1 - - 1259230 Equity Shares
Mr. Sanskar Kothari Independent Director July 162018 September 22 2018 2 - 2 -
Mr. Mukesh Jain Independent Director July 152017 July 152017 2 2 - -
Mr. Deepak Gadia Additional Non Executive Independent Director August 82020 August 82020 2 2 - 4000 Equity Shares

1 Committee includes AuditCommitteeand Stakeholder's Relationship Committee across allPublic Companies.

2 Excluding LLPs Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director / ManagingDirector in any Listed Company and is holding position of Independent Director in morethan 3 Listed Company. Neither any of the Director of the Company is holding position asDirector in more than 7 listed entities norany of the Director of the Company serve as anIndependent Director in more than 7 listed entities.

DISCLOSURE BYDIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the CodeofConductoftheCompany.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when require to discuss and decide on various businesspolicies strategies and other businesses. The Board meetings are generally held at theregistered office ofthe Company.

During the year under review Board of Directors of the Company met Nine (9) times onMay 302019; June 212019; September 032019; November 132019; December 192019; January312020; February 12020; March 182020 and March 21 2020. The gap between twoconsecutive meetings was not more than one hundred and twenty days as provided in section173 of the Act.

The details of attendance of each DirectorattheBoardMeetingsand atlastAnnualGeneralMeeting are given below:

Name of Director Mr. Vikas Kataria Mr. Santosh Kataria Mrs. Renu Kataria Mr. Sanskar Kothari Mr. Mukesh Jain
Number of Board Meeting held 9 9 9 9 9
Number of Board Meetings Eligible to attend 9 9 9 9 9
Number of Board Meeting attended 9 9 9 8 8
Presence at the previous AGM of F.Y. 2018-2019 Yes Yes Yes Yes Yes

IN DEPEN DENT DIRECTORS:

In terms of Section 149 ofthe Companies Act 2013 and rules made there under theCompany has three Non-Promoter Non-Executive Independent Directors in line with the act.The Company has received necessary declaration from each Independent Director underSection 149 (7) ofthe Companies Act 2013 that they meet the criteria of independence laiddown in Section 149 (6) ofthe Act. Further all the Independent Directors ofthe Companyhave registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 18 2020 to review theperformance of Non- Independent Directors and Board as whole and performance ofChairperson ofthe Company including assessment of quality quantity and timeliness offlowof information between Company management and Board.

INFORMATION ON DIRECTORATE:

During theyear under review there was no change in the Directorships ofthe Company.Flowever on December 192019 Mr. Santosh Kataria (DIN: 02855068) Whole Time Directorofthe Company tendered his resignation and the same was accepted by the Board of Directorsand in the same meeting Mr. Anil Kataria (DIN: 00092730) was appointed as Whole- TimeDirector ofthe Company. However later on the Board of Directors has concluded that Mr.Santosh Kataria being Whole-Time Director should not be permitted to leave the Boardofthe company at this point of time and requested Mr. Santosh Kataria Whole-Time Directorto withdraw his intention of-resignation. Consequently on special request of all themembers ofthe Board he withdrawn his resignation letter tendered to the Board. In thesame line Mr. Anil Kataria (DIN: 00092730) who have consented to act as a whole-TimeDirector has also withdrawn his consent. The Board of Directors appreciated thedecisionsof Mr. Santosh Kataria(DIN:02855068)and Mr. Anil Kataria (DIN: 00092730).

After closure of financial year the Board of Directors of the Company in theirmeeting held on August 8 2020 has appointed Mr. Deepak Gadia as an Additional(Non-Executive Independent) Director. In terms of Section 161 ofthe Companies Act 2013Mr. Deepak Gadia Additional (Non-Executive Independent) Director ofthe Company holdsoffice up to the date of ensuing Annual General Meeting ofthe Company. The Company hasreceived the notice from Member under Section 160 of the Companies Act 2013 signifyinghis intention to appoint Mr. Deepak Gadia as Non-Executive Independent Director oftheCompanyfora period upto August 72025.

In the opinion of the Board of Directors and Nomination and Remuneration Committee Mr.Deepak Gadiais independent to the management of the Company and qualifies to be appointedas such and hence recommends his appointment as Non-Executive Independent Director on theBoard of the Company. Necessary resolution for his appointment as Non- ExecutiveIndependent Director is proposed fortheapprovalofthe Members attheensuingAnnualGeneralMeeting.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mrs. Renu Kataria Non-Executive Director of the Company retires byrotation at the ensuing annual general meeting. She being eligible has offered herselffor re-appointment as such and seeks re-appointment. The Nomination and RemunerationCommittee and Board of Directors recommends her re-appointment on the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standard II of the person seeking re-appointment/ appointment as Directorarealso provided in Notes to the Notice convening the3rdAnnualGeneralmeeting.

KEY MANAGERIAL PERSON N EL:

In accordance with Section 203 of the Companies Act 2013 Mr. Vikas Kataria Chairmanand Managing Director Mr. Santosh Kataria Whole-Time Director Mr. Vijesh Kumar KaseraChief Financial Officer and Mr. Amit Bandi Chief Executive Officer continued to be KeyManagerial Personnel ofthe Company during the FinancialYear 2019-2020.

During theyear under review Ms. Nusrat Praveen Company Secretary tendered herresignation w.e.f. June 112019. The Board took the same into consideration and appointedMs. Versha Gang as the Company Secretary and Compliance officer in the Company w.e.f. June212019.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees chairman and individual directors pursuant to the provisions ofthe Act.

The performance ofthe board was evaluated by the board after seeking inputs from allthe directors on the basis ofthe criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance ofthecommittees was evaluated by the board after seeking inputs from the committee members onthe basis ofthe criteria such as the composition of committees effectiveness of committeemeetings etc.

In addition the performance of chairman wasalso evaluated on the key aspects of hisrole.

The Board and the Nomination and Remuneration Committee reviewed the performance oftheindividual Directors on the basis ofthe criteria such as the contribution ofthe individualDirector to the Board and Committee Meetings like preparedness on the issues to bediscussed meaningfuland constructive contribution and inputs in meetings etc.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) ofthe Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for theyear ended March 312020 the applicableaccounting standards have been followed and that no materialdepartures have been made fromthesame;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view ofthe state of affairs ofthe Company at the end ofthe financialyear and oftheprofitor loss ofthe Company forthatyear;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions ofthe Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts forthe year ended March 312020 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively: and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. AUDIT COMMITTEE:

Audit Committee meeting is generally held for the purpose of recommending the halfyearly and yearly financial result. Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of the Committee. The detailedterms of reference of the Committee is as per Section 177 of the Companies Act 2013 andPart C of Schedule II to Listing Regulations.

During the year under review Audit Committee met 2CTwo) Times during the FinancialYear 2019-20 viz.on May302019 and November 132019.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name ofthe Directors

Category

Designation

Number of meetings during the Financial Year 2019-20

Held Eligible to attend Attended
Mr. Sanskar Kothari Non-Executive Independent Director Chairperson 2 2 2
Mr. Mukesh Jain Non-Executive Independent Director Member 2 2 2
Mr. Vikas Kataria Chairman and Managing Director Member 2 2 2

The Statutory Auditors and Chief Financial Officer of the Company are invited in themeeting of the Committee wherever requires. Further the Company Secretary ofthe Companyisacting as Secretary to the Audit Committee.

Recommendations of Audit Committee wherever/whenever given have been accepted bytheBoard.

The Audit Committee was reconstituted by the Board of Directors on August 82020 dueto appointment of Mr. Deepak Gadia as Member ofthe Committee. The present constitutionofthe Committee is as follows;

Name ofthe Directors Category Designation
Mr. Sanskar Kothari Non-Executive Independent Director Chairperson
Mr. Mukesh Jain Non-Executive Independent Director Member
Mr. Deepak Gadia Non-Executive Independent Director Member
Mr. Vikas Kataria Chairman and Managing Director Member

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee ofthe Board. The Whistle BlowerPolicy ofthe Company is available on the websiteoftheCompanywww.dpjewellers.com.

B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholder's Relationship Committee is made mainly to focus on the redressal ofShareholders' / Investors' Grievances if any likeTransfer/Transmission/Demat of Shares;Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. TheStakeholders Relationship Committee shall meet at least four times a year with a maximuminterval of 120 days between two consecutive meetings and shall report to the Board on aquarterly basis regarding the status of redressal of complaints received from theshareholders of the Company. The detailed terms of reference of the Committee is as perSection 178 of the Companies Act 2013 and Part D of Schedule II to Listing Regulations.

During the year under review Stakeholder's Relationship Committee met 4(Four) timesviz on May 302019; September 32019; November 132019 and March 182020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of the Directors

Category

Designation

Number of meetings during the Financial Year 2019-20

Held Eligible to attend Attended
Mr. Sanskar Kothari Non-Executive Independent Director Chairperson 4 4 4
Mr. Mukesh Jain Non-Executive Independent Director Member 4 4 4
Mr. Vikas Kataria Chairman and Managing Director Member 4 4 4

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 312020.

The Stakeholder's Relationship Committee was reconstituted by the Board of Directors onAugust 8 2020 due to appointment of Mr. DeepakGadia as Memberofthe Committee. Thepresent constitution of the Committee is as follows;

Name of the Directors Category Designation
Mr. Sanskar Kothari Non-Executive Independent Director Chairperson
Mr. Mukesh Jain Non-Executive Independent Director Member
Mr. Deepak Gadia Non-Executive Independent Director Member
Mr. Vikas Kataria Chairman and Managing Director Member

C. NOMINATION AND REMUNERATION COMMITTEE;

The Nomination and Remuneration committee is formed in line with the provisions ofSection 178 of the Companies Act 2013. Nomination and Remuneration Committee meetings aregenerally held for identifying the persons who are qualified to become Directors and maybe appointed in senior management and recommending their appointments and removal.Further the committee shall also meet as and when the need arises for review ofManagerial Remuneration.The detailed terms of reference of the Committee is as per Section178 of the Companies Act 2013 and Part D of Schedule II to Listing Regulations.

During the year under review Nomination & Remuneration Committee met 4 (Four)times viz on June 21 2019; September032019; December 192019 and March 182020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name ofthe Directors

Category

Designation

Number of meetings during the Financial Year 2019-20

Held Eligible to attend Attended
Mr. Mukesh Jain Non-Executive Independent Director Chairperson 4 4 4
Mr. Sanskar Kothari Non-Executive Independent Director Member 4 4 4
Mrs. Renu Kataria Non-Executive Director Member 4 4 4

The Nomination and Remuneration committee was reconstituted by the Board of Directorson August 82020 due to appointment of Mr. DeepakGadia as Memberofthe Committee. Thepresent constitution of the Committee is as follows:

Name ofthe Directors Category Designation
Mr. Mukesh Jain Non-Executive Independent Director Chairperson
Mr. Sanskar Kothari Non-Executive Independent Director Member
Mr. Deepak Gadia Non-Executive Independent Director Member
Mrs. Renu Kataria Non-Executive Director Member

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpowerin competitive market and to harmonize the aspirationsof human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company atwww.dpjewellers.comand is annexed to this Report as Annexure-A.

Remuneration of Directors:

The details of remuneration paid during the Financial Year 2019-20 to Directors of theCompany is provided in (Form MGT- 9) which is annexed to this Report as Annexure - C.

D. CORPORATE SOCIAL RESPONSI Bl LITY COMMITTEE:

The Corporate Social Responsibility committee is formed in line with the provisions ofSection 135 of the Companies Act 2013. During the year under review Corporate SocialResponsibility Committee met for 2 (Two) times i.e.On September 03 2019 and December 192019. The composition of the Committee and the details of meetings attended by its membersare given below:

Name ofthe Directors

Category

Designation

Number of meetings during the Financial Year 2019-20

Held Eligible to attend Attended
Mr. Sanskar Kothari Non-Executive Independent Director Chairperson 2 2 2
Mr. Mukesh Jain Non-Executive Independent Director Member 2 2 2
Mr. Vikas Kataria Chairman and Managing Director Member 2 2 2

Socialresponsibilityhasalwaysbeenattheforefrontofyour Company's operating philosophy.As a responsible corporate citizen the Company tries to contribute towards social causeson a regular basis. The Corporate Social Responsibility Policy ofthe Company is placed onitswebsitewww.dpjewellers.com.

The Annual Report on CSR activities is annexed to this Report as Annexure-B.

PUBLIC DEPOSIT

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules thereunderarenotapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACTOFANNUAL RETURN

The details forming part ofthe extract ofthe Annual Return in Form MGT-9isannexedtothis Report as Annexure-C.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 is annexed to this Report Form AOC-2 as Annexure-D.

DISCLOSUREOF REMUNERATION

The ratio ofthe remuneration of managing directorand whole-time directortothe median ofemployees' remuneration as per Section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed to this Report as Annexure - E. Refer to point 3A in Annexure- E.

Additionally statement containing the names of top 10 employees in terms ofremuneration drawn also forms part of Annexure - E. Refer to tables 3B(a) inAnnexure - E.

Further 1) there was no such employees employed throughout the financial year was inreceipt of remuneration forthat year which in the aggregate was not less than one croreand two lakh rupees

2) there was no such employees employed for a part ofthe financialyear was in receiptof remuneration forany part ofthatyear at a rate which in the aggregate was not lessthan eight lakh and fifty thousand rupees per month

3) there was no such employees employed throughout the financialyear or part thereofwas in receipt of remuneration in thatyearwhich in the aggregate or as thecase may beata rate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than two percent ofthe equity shares ofthe company and

4) there are no employees who are posted outside India and in receipt of a remunerationof' 60 lakh or more per annum or?5 lakh or more per month.

MATERIALCHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financialyear of Company i.e. March 312020 tothe date of this Report.

SEXUAL HARASSMENTOFWOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces ofthe Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with thelaw ofthe land where we operate.

During theyear under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGSANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure- F.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the CentralGovernment.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and nonbusiness risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THElR ADEQUACY

YourCompanyhasaneffectiveinternalcontrolsystemwhichensuresthatalltheassetsoftheCompany are safeguarded and protected against any loss from unauthorized useordisposition.

The Internal Auditors of the Company carry out review of the internal control systemsand procedures. The internal audit reportsare reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During theyear such controls were tested and no materialdiscrepancyorweakness inthe Company's internal controls overfinancial reporting was observed.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although fewofthe information are provided in this reportunder relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part ofthis Annual Report.

STATUTORY AUDITOR ANDTHEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Jeevan Jagetiya & Co Chartered Accountants Ahmedabad (FRN:121335W) were appointed as Statutory Auditors of the Company to hold office tillconclusion ofthe 6th Annual General Meeting(AGM) of the company to be held in the calendaryear 2023.

The Notes to thefinancialstatements referred in the Auditors Report areself-explanatory and thereforedo not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

MAI NTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies our Company isnot required to maintain cost record.

SECRETARIAL AUDITOR ANDTHEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2019-2020. The Secretarial AuditReportis annexed herewith as Annexure-G to this Report.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report forthe itemsprescribed in section 134 (3) ofthe Act and Rule 8 of The Companies (Accounts) Rules 2014and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect ofthe following items as there were notransactions on these items during theyear under review;

I) Issue of Equity Shareswith differential rights asto dividend voting or otherwise;

II) Issue of shares (including sweat equity shares) to employees ofthe Company underanyscheme saveand ESOS;

(iii) Annual Report and other compliances on Corporate Social Responsibility;

(iv) There is no revision in the Board Report or FinancialStatement;

(v) No significant or material orders were passed by the RegulatorsorCourtsorTribunalswhichimpactthe going concern status and Company's operations in future;

(vi) Information on subsidiary associate and joint venture companies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during theyear under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered office: 138 .Chandani Chowk Ratlam Madhya Pradesh- 457001 By order ofthe Board of Directors For D. P. ABHUSHAN LIMITED
Place: Ratlam Santosh Kataria Vikas Kataria
Date: August 142020 Whole Time Director DIN 02855068 Chairman and Managing Director DIN 02855136

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