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Disha Resources Ltd.

BSE: 531553 Sector: Financials
NSE: N.A. ISIN Code: INE193D01019
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VOLUME 10
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P/E 137.22
Mkt Cap.(Rs cr) 18
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Sell Price 0.00
Sell Qty 0.00
OPEN 24.70
CLOSE 24.70
VOLUME 10
52-Week high 42.40
52-Week low 10.12
P/E 137.22
Mkt Cap.(Rs cr) 18
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Disha Resources Ltd. (DISHARESOURCES) - Director Report

Company director report

To

The Members

Disha Resources Limited

Ahmedabad.

The Board of Directors (the "Board") of Disha Resources Limited ("yourCompany"/ "the Company") is pleased to present the 26th(Twenty Sixth) Annual Report and the Audited Financial Statements of your Company forthe financial year ended 31 st March 2021 ("financial year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the company for the Financial Year ended on 31stMarch 2021 and for the previous financial year ended on 31st March 2020 isgiven below:

(Amount in Rs.)
Particulars Current Year Previous Year
(2020 - 2021) (2019 - 2020)
Revenue from operations 36120330 3485141
Other Income 3643267 -
Total revenue 39763597 3485141
Expenditure
Employee benefits expenses 1314000 1104000
Other expenses 34063917 7161413
Total expenses 35377917 8265413
Profit/(Loss) before exceptional and extra ordinary items and tax 4385679 (4780272)
Profit/(Loss) before tax 4385679 (4780272)
Tax expense:
Income tax for earlier years - -
Provision for income tax 684166 -
MAT Credit (684166) -
Net profit/(Loss) for the year 4385679 (4780272)
Earning Per Share (EPS)
Basic 0.92 (4.58)
Diluted 0.92 (4.58)

STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE:

The company's main object is to carry the business into the area of jewelry LogisticServices Trading of waste paper recycling of paper coal and coal related productsTextiles precious or semi precious metals convertors processors of all kinds &classes of all kinds of commodities.

The Company evolved in other segment i.e. Trading of Metal Items (coil/sheets/plates)Motor blowers & condensers copper pipe copper fittings & in Fabrics Grey cloth& finish cloth.

The Total Income of the Company from operation increased by 1040.94% at Rs.39763597/- (Previous year Rs. 3485141/-). The Total Expenses also increased by 328.02%to Rs.35377917/- from Rs. 8265413/-.

The Operating Interest income and Dividend income is Nil as compared to previous yearof Rs. 3485141/-.

The Net Profit after Tax was Rs.4385679 for the year 2020-21 compared to Net loss ofRs. 4780272/- for the year 2019-20.

The directors assure the stakeholders of the company to continue their efforts andenhance the overall performance of the company in the coming financial year.

IMPACT OF COVID-19 PANDEMIC:

During the current year under review COVID-19 pandemic developed rapidly in the formof second wave which turned into a nation crisis once again forcing governments toenforce partial lockdowns across the Country. Due to the spread of COVID-19 and inaccordance with the various initiatives and directions of both Central and StateGovernment(s) from time to time the Company gradually started its business operationswith minimum workforce combined with work from home policy.

The Company is closely monitoring the situation arising out of COVID-19 and resultantrestrictions imposed by the regulatory authorities. At this point of time it is notpossible either to foresee the duration for which this pandemic will last nor predict itscourse. Hence the Company is not in a position to assess with certainty the future impacton operations. However due to rapid vaccination drive taking place all across the Countrythe Company's approach is optimistic for the future.

SHARE CAPITAL:

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On 31st March 2021 it stood at Rs.73155000/- divided into 7315500 equity Shares of Rs. 10/- each. The Company hasneither issued shares with differential rights as to dividend voting or otherwise norissued shares (including sweat equity shares) to the employees or Directors of theCompany under any Scheme. No disclosure is required under Section 67(3)(c) of CompaniesAct 2013 in respect of voting rights not exercised directly by the employees of theCompany as the provisions of the said Section are not applicable.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to reserves of the company.

DIVIDEND:

Your Directors do not recommend any dividend for the year 2020-21 under review.

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED:

i. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Mr. NeerajMaheshwari (DIN: 01010325) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. Your Directors recommend hisre-appointment.

ii. Reappointment of Independent Directors:

Pursuant to the provisions of Sections 149 150 152 read with Schedule IV and anyother applicable provisions of the Companies Act 2013 and the Companies (Appointment andQualifications of Directors) Rules 2014 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time Mr. Vipul Rameshbhai Vashi (DIN: 06930448) and Mr. Pradeepkumar Dad (DIN:07658899) whose first term of tenure expires at the ensuing Annual General Meeting &on 17th November 2021 being eligible offers themselves for re-appointment as anIndependent Director for the second term. The necessary resolution proposing theirappointment as an Independent Director has been proposed in the Notice convening the saidAnnual General Meeting.

iii. Key Managerial Personnel:

The following persons were designated as Key Managerial Personnel as on 31.03.2021:

• Mr. Krishna Awtar Kabra Managing Director
• Mr. Vijaybhai Vrajlal Mehta Chief Financial Officer (CFO)
• Ms. Pankti Kashyapbhai Thakkar Company Secretary (CS)

There was no change in the Key Managerial Personnel of the Company during FY 2020-21.

The company has Complied with the requirements of having Key managerial Personnel asper provisions of section 203 of the companies Act 2013.

DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company didn't had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies atthe start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures.

DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V otherthan the exempted deposit as prescribed under the provision of the Companies Act 2013 andthe rules framed there under as amended from time to time. Hence there are no particularsto report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts)Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed byany Regulators or Court or Tribunals which may have impact on the going concern status orwhich may have impact on the Company‘s operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ( 3 ) ofCompanies (Accounts) Rules 2014 the Board of Directors hereby declare that there are noparticulars to report for the Conservation of Energy & Technology Absorption. There isno foreign exchange earnings and outgo during the year under the review.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

At 22nd Annual General Meeting held on 28th September 2017 themembers approved appointment of M/s. S.N Shah & Associates Chartered Accountants tohold office from the conclusion of the 22ndAnnual General Meeting until theconclusion of the 27thAnnual General Meeting (subject to the ratification ofthe appointment by the members at every Annual General Meeting held after the 22ndAnnual General Meeting) on such remuneration as may be fixed by the Board apart fromreimbursement of out of pocket expenses as may be incurred by them for the purpose ofaudit.

The Ministry of Corporate Affairs vide its notification dated 07th May 2018had omitted first proviso to section 139(1) regarding ratification of appointment ofauditors by members at every annual general meeting. Therefore the Resolution for theratification of M/s. S.N Shah & Associates (Firm Registration No. 109782W) CharteredAccountants by members at Annual General Meeting is not taken for approval of Shareholdersin the ensuring Annual General Meeting.

The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The report does not contain anyqualification reservation or adverse remark.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has in compliance with the provisions of Section204(1) of the Companies Act 2013 and rules made in this behalf appointed M/s. Umesh Ved& Associates Company Secretaries to carry out Secretarial Audit of the Company forthe financial year 2020-21. The Report of the Secretarial Auditor is annexed to thisReport as "Annexure A" which is self explanatory and gives completeinformation.

Qualification/ Adverse Remark Explanation
The Company has exceeded the threshold limit of loans/Investments as approved by the shareholders under section 186 of the Companies Act 2013. The agenda pertaining for approval of threshold limit under section 186 of the Companies Act 2013 has been proposed in the notice convening the Annual General Meeting. The limit has been exceeded due to provision of interest & the comprehensive Income.

(C) INTERNAL AUDITORS:

The Board of Directors has appointed Mr. Harsh Jaju Chartered Accountants(M.No.:140613) as Internal Auditors of the Company. The Audit Committee of the Board ofDirectors in consultation with the Internal Auditors formulate the scope functioningperiodicity and methodology for conducting the internal audit.

(D) COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Actare not applicable to the Company.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details are annexed to this Report as "Annexure B"

LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange with securityID/symbol of DRL.

The Company confirms that the annual listing fees of Bombay Stock Exchange are paid forthe year 2020-21.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Companies Act 2013 to the bestof their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper 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 profits 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 the 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.

(e) The Directors have laid down internal financial controls as required by Explanationto Section 134(5)(e) of the Act) to be followed by the Company and such internal financialcontrols are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Regulation 27(2)(a) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 regarding Corporate Governance is not applicable to the Company ascompany falls under criteria of Regulation 15(2)(a) of SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 the paid-up capital of the company being lessthan Rs.10 crore and net worth being less than Rs. 25 crore the threshold limit asprescribed therein.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as "Annexure-C".

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year under report wereon an arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year which may havepotential conflict with the interest of the Company. There are no material related partytransactions which are not in ordinary course of business or which are not on arm's lengthbasis and hence there is no information to be provided as required under Section 134(3)(h)of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014.

The Board has approved a policy for related party transactions which has been uploadedon the Company's website. Related Party Transactions Policy is available on theCompany‘s Website. The details of the related party transactions are provided in thenotes to the accounts. Members are requested to refer the same.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of loans guarantee or investment made under Section 186 of theCompanies Act 2013 are furnished in the Notes No. 2 & 3 to the Financial Statementsfor the year ended 31st March 2021.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process isdesigned to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The potential risks are inventoried and integrated with themanagement process such that they receive the necessary consideration during decisionmaking. It is dealt with in greater details in the management discussion and analysissection.

DECLARATION BY INDEPENDENT DIRECTORS:

The following Directors are independent in terms of Section 149(6) of the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015:

(a) Mr. Vipul Rameshbhai Vashi

(b) Mr. Pradeep Kumar Dad

(c) Mr. Naveen Ashok Kumar Maheshwari

(d) Mr. Jagdish Prasad Kabra

The Company has received requisite declarations/ confirmations from all the aboveDirectors confirming their independence.

Your Board confirms that in their opinion the independent directors fulfill theconditions of the independence as prescribed under the SEBI (LODR) 2015 and they areindependent of the management. Further in the opinion of the Board the independentdirectors possess requisite expertise experience and integrity. All the independentdirectors on the Board of the Company are registered with the Indian Institute ofCorporate Affairs Manesar Gurgaon as notified by the Central Government under Section150(1) of the Companies Act 2013.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.

EXTRACT OF THE 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 availableon the website of the company at www.aacl.co.in.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS:

The independent Directors are provided with necessary documents brochures reports andinternal policies to enable them to familiarize with the Company's procedures andpractices. The Company undertook various steps to make the Independent Directors have fullunderstanding about the Company. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company. The details of such familiarization programmeshave been disclosed on the Company's website at www.aacl.co.in

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided in section 173 of the Companies Act 2013.

During the year 7 (Seven) meetings of the Board Meeting were held during the financialyear 2020-21 on following dates: 25.05.2020 29.07.2020 12.08.2020 10.09.202009.11.2020 05.12.2020 and 12.02.2021

Sr. No. Name of Director/KMP DIN Number of meeting Entitled Number of meeting Attended
1. Mr. Krishna Awtar Kabra 00650817 7 7
2. Mr.Dineshkumar Maheshwari 06701074 4 4
3. Mrs. Mukta Maheshwari 00194635 7 6
4. Mr. Vipul Vashi 06930448 7 7
5. Mr. Pradeep Kumar Dad 07658899 7 7
6. Mr. Neerajkumar Maheshwari 01010325 7 5
7. Mr. Naveen Maheshwari 05239915 7 7
8. Mr. Jagdish Prasad Kabra 00482014 3 3

Requisite quorum was present during the meetings.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility is not applicable to the company.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reportedby any Auditor to the Audit Committee or the Board.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place arobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.

During the Financial Year 2020-2021 the Company has not received any complaint ofsexual harassment.

ANNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under SEBI (LODR)Regulations 2015 the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors on a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee the Nomination and Remuneration Committee theStakeholder Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed thereunder and the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by theNomination and Remuneration Committee the performance of each independent director wasevaluated by the entire Board of Directors (excluding the director being evaluated) onvarious parameters like engagement leadership analysis decision making communicationgovernance and interest of stakeholders. The Board was of the unanimous view that eachindependent director was a reputed professional and brought his/her rich experience to thedeliberations of the Board. The Board also appreciated the contribution made by all theindependent directors in guiding the management in achieving higher growth and concludedthat continuance of each independent director on the Board will be in the interest of theCompany.

(b) Non-Independent Directors: The performance of each of the non-independentdirectors (including the chair person) was evaluated by the Independent Directors at theirseparate meeting. Further their performance was also evaluated by the Board of Directors.The various criteria considered for the purpose of evaluation included leadershipengagement transparency analysis decision making functional knowledge governance andinterest of stakeholders. The Independent Directors and the Board were of the unanimousview that each of the nonindependent directors was providing good business and peopleleadership.

AUDIT COMMITTEE:

The Committee comprises of 3 Non-Executive Director and the Chairman being anIndependent Director. The Composition of the Committee and attendance of the members isgiven hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Vipul Vashi Chairman 5 5
2. Mr. Pradeep Kumar Dad Member 5 5
3. Mr. Naveen Maheshwari Member 5 5

During the year 5(Five) meetings of the Audit Committee were held during the Financialyear 2020-21 on following dates: 29.07.2020 12.08.2020 10.09.2020 09.11.2020 and12.02.2021 Requisite quorum was present during the meetings.

The primary objective of the Audit Committee is to monitor and provide effectivesupervision of the management's financial reporting process to ensure accurate and timelydisclosures integrity and quality of financial reporting. The Committee oversees the workcarried out in the financial reporting process by the management the Statutory AuditorsInternal Auditor the Cost Auditor the Secretarial Auditor and notes the processes andsafeguards employed by each of them.

The Company Secretary of the Company Ms. Pankti Thakkar acted as Secretary of theCommittee. The Composition and the Terms of Reference of the Audit Committee is asmentioned in the provisions of Section 177 of the Companies Act 2013 as amended from timeto time.

NOMINATION AND REMUNERATION COMMITTEE:

The Committee comprises of 3 Non-Executive Director and the Chairman being anIndependent Director.The company is having a Nomination and Remuneration Committeecomprising of the following members:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Vipul Vashi Chairman 1 1
2. Mr. Pradeep Kumar Dad Member 1 1
3. Mr. Naveen Maheshwari Member 1 1

During the year under review 1(One) meeting of Nomination and Remuneration Committeewas held during the Financial year 2020-21 on following date:

12.08.2020

Requisite quorum was present during the meeting.

The primary objective of the Nomination and Remuneration Committee ("NRC") isto identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down including remuneration payableto the senior management recommend to the Board their appointment and carry outevaluation of every director's performance.

The Company Secretary of the Company Ms. Pankti Thakkar acted as Secretary of theCommittee. The Composition and terms of reference of the Nomination & RemunerationCommittee is as mentioned in the provisions of Section 178 of the Companies Act 2013 asamended from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee comprises of 3 Non-Executive Director and the Chairman being anIndependent Director. The Composition of the Committee and attendance of the members isgiven hereunder:

Sr. No. Name of Members Member/Chairman Number of meeting Entitled Number of meeting Attended
1. Mr. Vipul Vashi Chairman 1 1
2. Mr. Pradeep kumar Dad Member 1 1
3. Mr. Naveen Maheshwari Member 1 1

During the year 1 (One) meeting of the Stakeholder Relationship Committee was heldduring the Financial year 202021 on following dates: 12.02.2021

Requisite quorum was present during the meeting.

The Committee looks into the grievances of the Shareholders related to transfer ofshares payment of dividend and non receipt of annual report and recommends measure forexpeditious and effective investor service.

The Company Secretary of the Company Ms. Pankti Thakkar acted as Secretary of theCommittee. The Composition and the Terms of Reference of the Stakeholder RelationshipCommittee is as mentioned in the provisions of Section 178 of the Companies Act 2013 asamended from time to time.

The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) forservicing the shareholders holding shares in physical or dematerialized form. All requestsfor dematerialization of shares are likewise processed and confirmations thereof arecommunicated to the investors within the prescribed time. There were no complaints received during the year ended 31 st March 2021.

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act 2013 the company has adopted WhistleBlower Policy to deal with any instance of fraud and mismanagement. The employees of thecompany are free to report violations of any laws rules regulations and concerns aboutunethical conduct to the Audit Committee under this policy. The policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwith any person for a genuinely raised concern.

POLICIES:

In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company has framed the followingpolicies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction orinformation

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of conduct

8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price SensitiveInformation (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished PriceSensitive Information (UPSI) All the above policies have been displayed on the website ofthe Company www.aacl.co.in

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review the provisions of Section 125(2) of the Companies Act2013 do not apply as there was no dividend declared and paid in last seven years so theCompany was not required to transfer any amount to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for repayment.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

There are no material changes and commitments which may have adverse effect on theoperations of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year under review there is no change in the nature of company's Business.

APPRECIATION:

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Banker Regulatory Bodies and other Business associateswho have extended their valuable sustained support and encouragement during the year underreview.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executive officers and staff at alllevels of the company. We look forward for the continued support of every stakeholders inthe future.

The Directors regret the loss of life due to COVID-19 pandemic and have immense respectfor every person who risked their life and safety to fight this pandemic.

FOR AND ON BEHALF THE BOARD OF DIRECTORS
DISHA RESOURCES LIMITED
Place : Ahmedabad KRISHNA AWTAR KABRA
Date : 13.08.2021 CHAIRMAN & MANAGING DIRECTOR
DIN:00650817

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