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Darshan Orna Ltd.

BSE: 539884 Sector: Consumer
NSE: N.A. ISIN Code: INE671T01010
BSE 00:00 | 18 Jun 28.70 1.35
(4.94%)
OPEN

28.20

HIGH

28.70

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27.50

NSE 05:30 | 01 Jan Darshan Orna Ltd
OPEN 28.20
PREVIOUS CLOSE 27.35
VOLUME 2235
52-Week high 30.80
52-Week low 8.16
P/E
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.20
CLOSE 27.35
VOLUME 2235
52-Week high 30.80
52-Week low 8.16
P/E
Mkt Cap.(Rs cr) 29
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 2019-20 2018-19
Total Income for the year was 181429124 92817405
Profit/(Loss) Before Financial Expenses -198056148 2189158
Depreciation And Taxes
Out of which Provisions have been made for:
Less: Financial Charges 165042 21951
Less: Depreciation 46782 43482
Less: Provision For Tax 0 632000
Add: Deferred Tax 3255 4286
Profit/(Loss) After Tax -16835593 1496011

2. OPERATION & REVIEW

Total Revenue from operation of the company is Rs. 181427801/- And the netloss is Rs.

16835593/- For the Financial year 2019-20.

3. DIVIDEND

The Board of directors of your company has not recommended any dividend for thefinancial year ended on 31st March 2020 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. No. 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

- Ritesh Mahendrabhai Sheth (DIN: 07100840) is liable to retire by rotationat the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

- During the year under review Company Secretary of the company has been resignedfrom the Company w.e.f. 23rd February 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 05 (Five) times Details ofthe Meetings are as under.

Board Meetings held during the Year

Date on which the Board were held MeetingsTotal Strength Board of theNo of directors present
30th May 2019 5 5
13th August 2019 5 5
02th September 2019 5 5
14th November 2019 5 5
14th February 2020 5 5
23rd February 2020 5 5

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 BoardCategory of Directors Attendance Meetings were held Directorship in other
Board Last AGM Public Companies
Ritesh Mahendrabhai Sheth Managing Director 5 Yes 0
Mahendrabhai RamniklalDirector 5 Yes 1
Shah
Satish Vadilal Sheth Non-Executive 5 Yes 4
Independent Director
Dinesh Dalchand Hiran Non-Executive 5 Yes 0
Independent Director
Arunaben M. Shah Non-Executive 5 Yes 0
Director

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 2019-20.

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. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management andAdministration) Rules

2014 in Form MGT-9 is annexed herewith as "Annexure - A"

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 Rules2014 the cost 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 B". 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 C".

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 reckonedfrom 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 absorbed areas where absorption has not taken place and thereasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

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

23. 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 4
Mahendra R Shah Member Executive- Director 4 4

- Nomination and Remuneration Committee: Constitution & Composition of RemunerationCommittee:

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- 1 1
Arunaben Shah Member Independent Director Non-Executive- Director 1 1

The Policy of nomination and Remuneration committee has been place on the website ofthe company at www.darshanorna.com and the salient features of the same has been disclosedunder "Annexure D"

- 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 2
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.com

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 E"

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/-

Ritesh Mahendrabhai Sheth Managing Director & Chairman

Place: Ahmedabad

Date: 05th December 2020

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIALYEAR ENDED ON 31st MARCH 2020

 

[Pursuant to section92 (3) of the Companies Act 2013 andrule12 (1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATIONANDOTHERDETAILS:

i. CIN L36910GJ2011PLC063745
ii. Registration Date 20/01/2011
iii. Name of the Company DARSHAN ORNA LIMITED
iv. Category/Sub-Category of the Company Company limited by Shares/ Indian Non-govt company
v. Address of the Registered office and Contact details 102 First Floor Shree Balaji Paragon B/S Rock Regency Hotel NR. Circle-P C.G. Road Ahmedabad Gujarat 380009
E-mail Id info@darshanorna.com Tele No.-
079-22142568
vi. Whether listed company Listed
vii. Name Address and Contact details of Registrar and Transfer Agent if any KFIN Technologies Pvt. Ltd
Karvy Selenium Tower B Plot 31-32 Gachibowli Financial District NanakramgudaHyderabadTelangana50003
2 Tel. No. 040-67162222
Website - www.karvycomputershare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

Sr. No Name and Description of products/ services

Product/ service main NIC Code of the% to total turnover of the company

1 Manufacture and Wholesale of Jewellary 32111 & 46498 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

Sr. No. Name And Address Of Company The CIN/GLNHolding/ Subsidiary /Associate % of shares held Applicable Section
1. N.A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

 

i. Category-wise Share Holding

Category Of Shareholder

No. Of Shares Held At The Beginning Of The Year 30/03/2019

No. Of Shares Held At The End Of The Year 31/03/2020

% Change During The Year
Demat Physical Total % Of Total Shares Dema t Physi cal Total % Of Total Shar es
(Ii) (Iii) (Iv) (V) (Vi) (Vii) (Viii) (Ix) (X) (Xi)
Promoter And
Promoter Group
Indian
Individual /Huf 4879757 0 4879757 48.77 4881 747 0 48817 47 48.79 0.02
Central 0 0 0 0.00 0 0 0 0.00 0.00
Government/State Government(S)
Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
/ Banks
Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(1) : 48797 57 0 48797 57 48.77 4881 747 0 4881 747 48.7 9 0.02
Foreign
Individuals 0 0 0 0.00 0 0 0 0.00 0.00
(Nris/Foreign
Individuals)
Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
Institutions 0 0 0 0.00 0 0 0 0.00 0.00
Qualified Foreign 0 0 0 0.00 0 0 0 0.00 0.00
Investor
Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total A(2) : 0 0 0 0.00 0 0 0 0.00 0.00
Total 48797 0 48797 48.77 4881 0 4881 48.7 0.02
A=A(1)+A(2) 57 57 747 747 9
Public Shareholding
Institutions
Mutual Funds /Uti 0 0 0 0.00 0 0 0 0.00 0.00
Financial Institutions /Banks 0 0 0 0.00 1471 0 1471 0.01 0.01
Central Government / State Government(S) 0 0 0 0.00 0 0 0 0.00 0.00
Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
Foreign Institutional 0 0 0 0.00 0 0 0 0.00 0.00
Investors
Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Investors
Qualified Foreign 0 0 0 0.00 0 0 0 0.00 0.00
Investor
Others 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(1) : 0 0 0 0.00 1471 0 1471 0.01 0.01
Non-Institutions
Bodies Corporate 943757 0 943757 9.43 75256 7 0 752567 7.52 -1.91
Individuals
(I) Individuals Holding Nominal Share Capital Upto Rs.1 Lakh 839735 0 839735 8.39 73736 9 0 737369 7.37 -1.02
(Ii) Individuals Holding Nominal Share Capital In Excess Of Rs.1 Lakh Others 557986 435753 993739 9.93 52234 05 1432 52 536665 7 53.64 43.1 4
Clearing Members 3769 0 3769 0.04 1 0 1 0.00 -0.04
Non Resident Indians 234510 0 0 234510 0 23.44 23436 00 0 234360 0 23.42 -0.01
Nri Non-Repatriation 10 0 10 0.00 0 0 0 0.00 0.00
Qualified Foreign Investor 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total B(2) : 474706 0 435753 512611 0 51.23 9056 942 1432 52 92001 94 91.9 5 40.1 5
Total B=B(1)+B(2) : 474706 0 435753 512611 0 51.23 9058 413 1432 52 92016 65 91.9 6 40.1 6
Total (A+B) : 957011 4 435753 100058 67 100.00 98626 15 1432 52 100058 67 100.0 0 0.00
Shares Held By
Custodians Against
Which
Depository Receipts
Have Been Issued
Promoter And
Promoter Group
Public 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) : 957011 4 435753 100058 67 100.0 9862 615 1432 52 10005 867 100. 00

 

ii Shareholding of Promoters

i. Change in Promoters' Share holding (please specify if there is no change)

Except above there are no changes in Promoter Shareholding

 

Shareholding pattern of Top Ten Shareholders

(Other than Directors Promoters and Holders of GDRs and ADRs)

No For each of the Top ten
Shareholders

Shareholding at beginning of the year

theCumulative Shareholding the year during
No. of shares % of shares of company No. of shares the % of total shares of the compan y
1 Mohamed Hussein Punjani 2343500 23.42 2343500 23.42
2 Vivid Offset Printers Private Limited 725231 7.25 695106 6.95
3 Paras Bhogilal Gathani 105000 1.05 64100 0.64
4 Jhaveri Tranding & Investment 101572 1.02 0 0.00
5 Jignaben Atulkumar Shah 85198 0.85 85198 0.85
6 Sanket M Shah 0 0 82501 0.82
7 Preeti Arora 0 0 81269 0.81
8 Shubham Bharat Bhai Shah 0 0 77931 0.78
9 Paresh Thakarshi Thakkar 0 0 77000 0.77
10 Siddharth Paras Gathani 75100 0.75 43003 0.43

Top ten shareholders are given on the basis of shareholding pattern as on 31.03.2020

 

Shareholding of Directors and Key Managerial Personnel:

Sr. no For each of the Shares Shareholding

Promoters

at beginning of the year

Shareholding during the year

No. of % of total shares shares of the company

No. of %of total shares shares of the company

1 Mahendrabhai Ramniklal Shah
At the beginning of the year 4075645 40.73 4075645 40.73
Purchase on 4077545
2100 - - 40.75
05.04.2019
At the End of the year 4077545 40.75 4077545 40.75
2 Arunaben Mahendrakumar Shah
At the beginning of the year 212640 2.13 212640 2.13
At the End of the year 212640 2.13 212640 2.13
3 Ritesh Mahendrabhai Sheth
At the beginning of the year 129457 1.29 129457 1.29
At the End of the year 129457 1.29 129457 1.29

Shareholding of Directors and KMP are given on the basis of Directorship as on31.03.2020

INDEBTEDNESS: NA

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount - - - -
ii) Interest due but not paid
iii) Interest accrued but not
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
- Addition - -
- Reduction
Net Change - - - -
Indebtedness at the end of the inancial year
i) Principal Amount
ii) Interest due but not paid iii) Interest accrued but not due - -
Total (i+ii+iii) - - -

 

v. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Sl. No. Particulars of Remuneration Name of MD/ WTD/ Manager Total Amount
Mahendra R Shah
1. Gross salary 480000 480000
(a)Salary as per provisions contained in section17(1) of the Income-tax Act 1961 - -
(b)Value of perquisites u/s
17(2) Income-tax Act 1961
(c)Profits in lieu of salary section -
17(3) Income- tax Act1961 - -
2. Stock Option - -
3. Sweat Equity -
4. Commission - -
- as % of profit
- Others specify…
5. Others please specify - -
6. Total(A) 480000 480000
Ceiling as per the Act

Within the limit of Companies Act 2013

B. Remuneration to other directors: N.A

Sl. No. Particulars of Remuneration Name of Directors Total Amount
Independent Directors
Fee for attending board committee meetings
Commission
Others please specify
Total (1)
Other Non-Executive Directors
Fee for attending board committee meetings
Commission
Others please specify
Total(2)
Total(B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD: N.A

Sl. no. Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary CFO Total
1. Gross salary - - -
(a) Salary as per provisions contained in section17(1)of the Income-tax Act1961
(b) Value of perquisites u/s 17(2)Income-tax Act1961 (c)Profits in lieu of salary under section 17(3) Income-tax Act1961
2. Stock Option
3. Sweat Equity
4. Commission
- as% of profit
-others specify…
5. Others please specify
6. Total

vi. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type Section ofBrief the description companies Act Details of Penalty/ Punishment/ Compoun ding fees imposed Authority [RD Appeal made. If /NCLT/Court] any(give details)
A. Company
Penalty
Punishment
Compoundig
B. Directors
Penalty
Punishment
Compoundig
C. Other Officers In Default
Penalty
Punishment
Compoundig

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe

Companies (Accounts) Rules 2014

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis.

SL. No. Particulars Details
a) Name (s) of the related party & nature of relationship There were no transactions or arrangements which were not at Arm's Length Basis.
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Justification for entering into such contracts or arrangements or transactions'
f) Date of approval by the Board
g) Amount paid as advances if any
h) Date on which the special resolution was passed in
i) General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis.

SL. No.Particulars Details-2
a) Name (s) of the related party & nature of relationship Mahendra R. Shah
b) Nature of contracts/arrangements/ transaction Remuneration Of Rs. 480000 per annum
c) Duration of the contracts/arrangements/transaction For the year
d) Salient terms of the contracts or arrangements or transaction including the value if any NA
e) Date of approval by the Board -
f) Amount paid as advances if any NA

"Annexure D"

Policy of Nomination and Remuneration Committee of the Company

Policy for Identification Of Persons For Appointment And Removal As Director And SeniorManagerial Personnel

The Committee shall:

1. Identify and ascertain the honesty reliability qualification expertise andexperience of the person for appointment as Director or Senior Managerial Personnel andrecommend the Board accordingly.

2. The committee must ensure itself regarding the capabilities and eligibilities of theproposed appointee(s) and must ensure that the proposed appointee shall be able to devotethe required time as may be necessary.

3. The Committee shall be at discretion to decide whether qualification expertise andexperience possessed by the person is adequate for the proposed position.

4. Any other assessment as may be required must be carried out by the Committee and onbeing satisfied with the overall eligibility of the person the committee shall recommendhis/her appointment to the Board accordingly.

5. With respect to Independent Directors of the Company the committee shalladditionally ensure the independence of the Director as per the applicable provisions ofCompanies Act 2013 and the Rules made there under.

6. The Committee may recommend to the Board with the reasons recorded in writing theremoval of Director or Senior Managerial Personnel based on any disqualification that maybe applicable as per the provisions of Companies Act 2013 and the rules made there underor for any other reasons as may be justified by the Committee.

TERM OF APPOINTMENT:

The term of Appointment of Managing Director/ Whole Time Directors and IndependentDirectors of the Company shall be as per the provisions of the Companies Act 2013 and theRules made there under.

RETIREMENT:

The Managing Director/ Whole Time Directors and Independent Directors of the Companyshall be subject to retirement as per the applicable provisions of Companies Act 2013 andthe Rules made there under. The Committee will be at its discretion to recommend retentionof Directors even after they have attained the retirement age for the benefit of theCompany subject to fulfillment of the requirements as mentioned in Companies Act 2013.

POLICY FOR EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Evaluation of performance of Board and Individual Directors: a. Achievement offinancial/ business targets as fixed by the Board; b. Proper development management andexecution of business plans;

c. Display of leadership qualities i.e. correctly anticipating business trends andopportunities;

d. Establishment of an effective organization structure;

e. Participation in the Board/Committee Meetings;

f. Integrity and maintenance of confidentiality;

g. Any other criteria that may be considered necessary for the evaluation of theperformance of the Board may be considered by the Committee.

2. Evaluation of performance of Committee:

a. Discharge of its functions and duties as per its terms of reference;

b. Effectiveness of the suggestions and recommendations received;

c. Conduct of its meeting and procedures followed in this regard.

3. Review of the Implementation of this policy:

The Committee shall review the implementation and compliance of this policy at leastonce a year.

POLICY FOR REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The remuneration of the Directors and Key Managerial Personnel must be in accordancewith the provisions of Companies Act 2013 and the Rules made there under. The committeemust ensure that:

The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully.