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Darshan Orna Ltd.

BSE: 539884 Sector: Consumer
NSE: N.A. ISIN Code: INE671T01028
BSE 00:00 | 12 Aug 4.03 -0.08
(-1.95%)
OPEN

4.18

HIGH

4.18

LOW

3.99

NSE 05:30 | 01 Jan Darshan Orna Ltd
OPEN 4.18
PREVIOUS CLOSE 4.11
VOLUME 305201
52-Week high 30.00
52-Week low 3.98
P/E 40.30
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.18
CLOSE 4.11
VOLUME 305201
52-Week high 30.00
52-Week low 3.98
P/E 40.30
Mkt Cap.(Rs cr) 20
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Darshan Orna Ltd. (DARSHANORNA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Report on the business and operationsof the Company and the accounts for the Financial Year ended March 31 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(STANDALONE)

The Board's Report is prepared based on the stand alone financial statements of thecompany.

(Amount in Rs)

PARTICULAR 2020-21 2019-20
Total Income for the year was 80849760 181429124
Profit/(Loss) Before Financial Expenses Depreciation And Taxes 19985962 -198056148
Out of which Provisions have been made for:
Less: Financial Charges 477784 165042
Less: Depreciation 34051 46782
Less: Provision For Tax 1550000 0
Add: Deferred Tax 4503 3255
Profit/(Loss) After Tax 18406414 -16835593

2. OPERATION & REVIEW

Total Income of the company is Rs. 80849760/- And the net profit is Rs.18406414 For the

Financial year 2020-21.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2021 as profit of the Company used for thegrowth of the Company.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend the provisions of Section 125 of theCompanies Act 2013 do not apply.

5. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

During the year there is no change in the nature of the business of the Company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board composition of the Company shall be as follows

Sr. Name of Directors/KMPs Designation
1 Ritesh Mahendrabhai Sheth Managing Director & CFO
2 Mahendrabhai Ramniklal Shah Director
3 Arunaben Mahendrakumar Shah Non-Executive Director
4 Satish Vadilal Sheth Non-Executive Independent Director
5 Dinesh Dalchand Hiran Non-Executive Independent Director
6 Mrs. Sonika Jain Company Secretary

- Arunaben Mahendrakumar Shah (DIN: 03144981) is liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offer himself forre- appointment.

- During the year under review Mrs Sonika Jain appointed as Company Secretary ofthe w.e.f. 14th August 2020.

Pursuant to Section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015.

8. NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 06 (Six) times Details ofthe Meetings are as under.

Board Meetings held during the Year

Date on which the Board Meetings were held Total Strength of the Board No of directors present
10/06/2020 5 4
31/07/2020 5 5
14/08/2020 5 4
15/09/2020 5 4
10/11/2020 5 4
05/12/2020 5 4
26/01/2021 5 4

In respect of said meetings proper notices were given and proceedings were properlyrecorded and signed in the Minute Book maintained for the purpose.

Attendance of Directors at Board Meetings and Annual General Meeting

Date on which the Board Meetings were held Category of Directors Attendance Directorship in other Public Companies
Board Last AGM
Ritesh Mahendrabhai Sheth Managing Director 7 Yes 0
Mahendrabhai Shah RamniklalDirector 7 Yes 1
Satish Vadilal Sheth Non-Executive Independent Director 1 Yes 4
Dinesh Dalchand Hiran Non-Executive Independent Director 7 Yes 0
Arunaben M. Shah Non-Executive Director 7 Yes 0

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015The Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.

Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to

Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;

(b) The directors have 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 of the state of affairs of the company at the end of the financial year and ofthe profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference toFinancial

Statements. The Board has inter alia reviewed the adequacy and effectiveness of theCompany's internal financial controls relating to its financial statements.

During the year such Controls were tested and no reportable material weakness wasobserved

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review there are no changes in capital Structure of the companyduring the Financial Year 2020-21.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY

There are No material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate on the date of this report.

14. ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the company is available on the websiteof the company at www.darshanorna.co.in.

15. AUDITORS AND THEIR REPORT

- STATUTORY AUDITORS

Parth Shah & Associates Chartered Accountants (FRN: 144251W) StatutoryAudit Firm were appointed at the Annual General Meeting held on 30.09.2019 to hold officefrom the conclusion of this Annual General Meeting ('AGM') till the conclusion of the 12thAGM in the year 2023 (subject to ratification of their appointment at every AGM pursuantto the provisions of Sections 139 & 142 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s Parth Shah & Associates. CharteredAccountants as the Statutory Auditors of the Company.

Consent of the Auditor has been taken for such appointment.

- COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies

Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules 2014 thecost audit is not applicable to the Company.

- SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under A Practicing CompanySecretary have been appointed as Secretarial Auditor of the Company. The report of theSecretarial Auditor is enclosed to this report as "Annexure A". Thereport is self-explanatory.

With reference to the remarks and observation of the secretarial Auditor the followingexplanations have been submitted by the board of directors of the company.

16. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of

Deposit) Rules 2014 during the period under review. Hence the requirement forfurnishing the details of deposits which are not in compliance with Chapter V of the Actis not applicable.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of rule (9) of the Companies (Accounts) Rules 2014 The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.

19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 188 of the companies Act 2013 were in ordinary course ofbusiness and on arms' length basis. Details of the transactions pursuant to compliance ofsection 134(3)(h) of the companies act 2013 and rule 8(2) of the companies (Accounts)Rule 2014 are annexed herewith as per "Annexure B".

However there are no materially significant related party transactions made by thecompany with Promoters Key Managerial Personnel or other designated persons which mayhave potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN

FUTURE

There is no significant and material order was passed by regulators or courts ortribunals impacting the going concern status and company's operations in future.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil

II. the steps taken by the company for utilising alternate sources of energy : NoneIII. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement cost reduction productdevelopment or import substitution: None III. in case of imported technology(imported during the last three years reckoned from the beginning of the financial year)- a)The details of technology imported: None b) The year of import: N.A. c)Whether the technology been fully absorbed: N.A. d) If not fully absorbedareas where absorption has not taken place and the reasons thereof: N.A. e) Theexpenditure incurred on Research and Development: Nil

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW.

23. COMPLIANCE WITH SECRETARIAL STANDARD

During the year under review the company has complied with the provisions ofSecretarial Standard-1 (relating to meetings of the Board of Directors) and SecretarialStandard 2 (relating to General Meetings) issued by the Institute of Company Secretariesof India.

24. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/

STAKEHOLDERS' RELATIONSHIP COMMITTEE

- Audit Committee

Constitution & Composition of Audit Committee:

Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby disclose the composition of the Audit Committee and details of meetings attended bythe members of the Audit Committee are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Dinesh D Hiran Chairman Non-Executive- Independent Director 4 4
Satish Sheth Vadilal Member Non-Executive- Independent Director 4 1
Mahendra R Shah Member Executive- Director 4 4

Constitution & Composition of Remuneration Committee:

The Company has constituted a Remuneration Committee as per the provisions section 178of the Companies Act.

The composition of the Remuneration Committee and details of Meetings attended by theDirectors are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Dinesh D. Hiran Chairman Non-Executive- Independent Director 1 1
Satish Vadilal Sheth Member Non-Executive- Independent Director 1 1
Arunaben Shah Member Non-Executive- Director1 1

under "Annexure C"

- Stakeholder's Relationship Committee:

Constitution & Composition of Stakeholders Relationship Committee:

The composition of the Shareholders/Investors Grievance Committee and details ofMeetings attended by the Directors are given below:

Name Designation Category

No. of Meetings held during the Period

Held Attended
Arunaben Shah Chairman Non-Executive Director 2 2
Satish Vadilal Sheth Member Non-Executive-Independent Director 2 1
Dinesh D Hiren Member Non-Executive- Director Independent2 2

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy.Whistle Blower Policy is disclosed on the website of the Company at www.darshanorna.co.in

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook of as per

"Annexure D"

26. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is listed on SME Platforms of BSE. Therefore The Company has obtained aCertificate from a Practicing Company Secretaries certifying the same.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of

India and the Company's employees at all levels.

DARSHAN ORNA LIMITED
SD/-
Place: Ahmedabad Ritesh Mahendrabhai Sheth
Date: 07-09-2021 Managing Director & Chairman

.